HIRTLE CALLAGHAN TRUST, 497, 1998-07-07

HIRTLE CALLAGHAN TRUST
497, 1998-07-07

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<SEC-DOCUMENT>0001012709-98-000225.txt : 19980707
<SEC-HEADER>0001012709-98-000225.hdr.sgml : 19980707
ACCESSION NUMBER: 0001012709-98-000225
CONFORMED SUBMISSION TYPE: 497
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 19980707
SROS: NONE

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: HIRTLE CALLAGHAN TRUST
CENTRAL INDEX KEY: 0000934563
STANDARD INDUSTRIAL CLASSIFICATION: []
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630

FILING VALUES:
FORM TYPE: 497
SEC ACT:
SEC FILE NUMBER: 033-87762
FILM NUMBER: 98650058

FILING VALUES:
FORM TYPE: 497
SEC ACT:
SEC FILE NUMBER: 811-08918
FILM NUMBER: 98650059

BUSINESS ADDRESS:
STREET 1: 575 E SWEDESFORD RD
CITY: WAYNE
STATE: PA
ZIP: 19087
BUSINESS PHONE: 6102549595

MAIL ADDRESS:
STREET 1: 575 E SWEDESFORD ROAD
CITY: WAYNE
STATE: PA
ZIP: 19087
</SEC-HEADER>

<PAGE>

THE HIRTLE CALLAGHAN TRUST
575 E. Swedesford Road
Wayne PA 19087
July 1, 1998

The Hirtle Callaghan Trust ("Trust"), a diversified, open-end management
investment company, was organized in 1994 by Hirtle, Callaghan & Co., Inc.
("Hirtle Callaghan") to enhance Hirtle Callaghan's ability to acquire the
services of independent specialist money management organizations for the
clients Hirtle Callaghan serves. The Trust currently consists of seven separate
investment portfolios (each a "Portfolio"). Day-to-day portfolio management
services are provided to each of the Trust's Portfolios by one or more
independent investment advisory organizations ("Investment Managers"), selected
by, and under the general supervision of, the Trust's Board of Trustees
("Board"). Shares of the Trust are available exclusively to investors ("Eligible
Investors") who are clients of Hirtle Callaghan or clients of financial
intermediaries, such as investment advisers, acting in a fiduciary capacity with
investment discretion, that have established relationships with Hirtle
Callaghan.

The Trust currently consists of seven separate Portfolios, as listed below:

The Value Equity Portfolio seeks total return by investing in equity securities.

The Growth Equity Portfolio seeks capital appreciation by investing in equity
securities.

The Small Capitalization Equity Portfolio seeks long term capital appreciation
by investing primarily in equity securities of smaller companies.

The International Equity Portfolio seeks total return by investing in a
diversified portfolio of equity securities of non-U.S. issuers.

The Limited Duration Municipal Bond Portfolio seeks a high level of current
income exempt from Federal income tax, consistent with the preservation of
capital by investing primarily in a diversified portfolio of securities issued
by municipalities and related entities. The Portfolio expects to maintain an
overall duration of less than 4 years.

The Fixed Income Portfolio seeks a high level of current income by investing
primarily in a diversified portfolio of debt securities, including U.S. and
non-U.S. government securities, corporate debt securities and asset-backed
issues. The Portfolio expects to maintain a dollar weighted effective average
portfolio maturity of between five and ten years.

The Intermediate Term Municipal Bond Portfolio seeks a high level of current
income exempt from Federal income tax, consistent with the preservation of
capital by investing primarily in securities issued by municipalities and
related entities. The Portfolio expects to maintain a dollar weighted effective
average portfolio maturity of between five and ten years.

This prospectus contains concise information about the Trust that a prospective
investor needs to know before investing in any of the Portfolios. Please read it
carefully and keep it for future reference. A Statement of Additional
Information, dated July 1, 1998, has been filed with the Securities and Exchange
Commission and is incorporated by reference in this prospectus. It may be
obtained upon request free of charge by contacting the Trust at 575 E.
Swedesford Road, Suite 205, Wayne, PA 19087, (610) 254-9596.

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

<PAGE>

EXPENSE INFORMATION

Table 1: Shareholder Transaction Expenses: NONE

Table 2: Annual Operating Expenses (as a percentage of average net assets) (1)*

The following table of annual operating expenses is designed to assist investors
in understanding expenses borne by investors as shareholders of the Trust,
either directly or indirectly. Except as noted, figures shown reflect actual
expenses incurred during the fiscal year ended June 30, 1997.

Portfolio Portfolio Other Total Portfolio
Management Expenses (1) Operating Expenses
Fees
- - ------------------------------------------------------------------------------
Value Equity (2) 0.38% 0.21% 0.59%

Growth Equity 0.35% 0.17% 0.52%

Small Cap Equity (3) 0.44% 0.23% 0.67%

International Equity (4) 0.45% 0.27% 0.72%

Limited Duration
Municipal Bond 0.25% 0.25% 0.50%

Fixed Income (5) 0.33% 0.24% 0.57%

Intermediate Term
Municipal Bond (5) 0.33% 0.21% 0.54%

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

(1) The caption "Other Expenses" does not include extraordinary expenses as
determined by the use of generally accepted accounting principles. Figures
shown have been restated to reflect the impact of the implementation of a
revised fee schedule for certain of the Trust's service providers, had such
new schedule been in effect during the fiscal year ended June 30, 1997.

(2) Effective February 2, 1998, the fee payable to Institutional Capital
Corporation by The Value Equity Portfolio was increased from .30% of that
Portfolio's average net assets to .35% of such assets. Figures shown have
been restated to reflect the impact of this increase, had it been in effect
during the fiscal year ended June 30, 1997.

(3) Effective April 1, 1998, a new investment manager assumed responsibility
for managing a portion of the assets of The Small Capitalization Equity
Portfolio. The fee payable to the new manager is .30% of that Portfolio's
average net assets and represents a reduction in the amount of the fee
payable to the replaced manager. Figures shown have been restated to
reflect the impact of this reduction, had it been in effect during the
fiscal year ended June 30, 1997.

(4) Effective May 6, 1998, the fee payable to the investment manager for The
International Equity Portfolio was reduced for assets over $200 million.
Figures shown have been restated to reflect the impact of this reduction,
had it been in effect during the fiscal year ended June 30, 1998.

(5) The expense figures for "Management Fees" and "Other Expenses" shown for
this Portfolio are based upon estimated costs and estimated fees to be
charged to the Portfolio during the current fiscal year, taking into
account the projected size of the Portfolio. Actual expenses may greater of
less than such estimates.

<PAGE>

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

Portfolio 1 Year 3 Years 5 Years 10 Years
- - ------------------------------------------------------------------------------
Value Equity $6 $19 $33 $74

Growth Equity $5 $17 $29 $65

Small Cap Equity $7 $21 $37 $83

International Equity $7 $23 $40 $89

Limited Duration
Municipal Bond $5 $16 $28 $63

Fixed Income $6 $18 $32 $71

Intermediate Term
Municipal Bond $6 $17 $30 $68

- - ------------
The preceding example assumes that all dividends and distributions are
reinvested and that the percentage totals shown in Table 2: "Annual Operating
Expenses" remain the same in the years shown. The example should not be
considered a representation of future expenses and actual expenses may be
greater or less than those shown.

As shown above in Table 1, none of the Trust's Portfolios impose any shareholder
transaction fees in connection with either the purchase or redemption of shares.
Investors who acquire shares of the Trust through a program of services offered
by a financial intermediary, such as an investment adviser or bank, may be
subject to charges for services. All such charges are in addition to those
expenses borne by the Trust and described in the foregoing tables, or reflected
in the Example shown. Investors should contact any such financial intermediary
for information concerning what, if any, additional fees may be charged. For
more complete descriptions of the various costs and expenses, see "Management of
the Trust," in this prospectus.

<PAGE>

FINANCIAL HIGHLIGHTS

(Selected per share data and ratios for a share
outstanding throughout each period)

The following information has been audited with respect to the periods ended
June 30, 1996 and June 30, 1997 by Coopers & Lybrand, LLP, the Trust's
independent accountants, whose report thereon appears in the Trust's Annual
Report to Shareholders for the period ended June 30, 1997. The Annual Report to
Shareholders is incorporated by reference in the Trust's Statement of Additional
Information, which is available, without charge, upon request. Information with
respect to the six month period ended December 31, 1997 is unaudited. No
information is presented for the fixed income or Intermediate Bond Portfolio, of
the date of this prospectus, these portfolios have not commenced operations.

<PAGE>

THE HIRTLE CALLAGHAN TRUST
Financial Highlights
For a share outstanding throughout each period
(Unaudited)

<TABLE>
<CAPTION>
VALUE EQUITY PORTFOLIO GROWTH EQUITY PORTFOLIO
-------------------------------------- --------------------------------------
SIX MONTHS YEAR PERIOD SIX MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, JUNE 30, JUNE 30, DECEMBER 31, JUNE 30, JUNE 30,
1997 1997 1996(A) 1997 1997 1996(B)
-------- -------- -------- -------- -------- --------
Net Asset Value,
<S> <C> <C> <C> <C> <C> <C>
Beginning of Period ..... $ 14.41 $ 11.48 $ 10.00 $ 13.67 $ 11.13 $ 10.00
-------- -------- -------- -------- -------- --------
Investment Activities
Net investment income ... 0.11 0.23 0.22 0.03 0.06 0.04
Net realized and
unrealized gain on
investments
and foreign currency
transactions ........... 1.26 3.65 1.51 1.80 2.58 1.13
-------- -------- -------- -------- -------- --------
Total from Investment
Activities ............. 1.37 3.88 1.73 1.83 2.64 1.17
-------- -------- -------- -------- -------- --------
Distributions
From net investment
income ................. (0.13) (0.21) (0.22) (0.03) (0.05) (0.04)
From net realized
gains .................. (1.20) (0.74) (0.03) (2.40) (0.05) --
In excess of realized
capital gains .......... (0.58) -- -- (0.37) -- --
-------- -------- -------- -------- -------- --------
Total Distributions ..... (1.91) (0.95) (0.25) (2.80) (0.10) (0.04)
-------- -------- -------- -------- -------- --------
Net Asset Value, End of
Period .................. $ 13.87 $ 14.41 $ 11.48 $ 12.70 $ 13.67 $ 11.13
======== ======== ======== ======== ======== ========

Total Return ............. 9.60%(d) 35.28%(d) 17.28%(d) 13.86%(d) 23.83%(d) 11.69%(d)

Ratios/Supplementary Data:
Net Assets at end of
period (000) ........... $140,089 $117,092 $ 71,503 $180,232 $160,961 $110,537
Ratio of expenses to
average net assets ..... 0.52%(c) 0.63% 0.63%(c) 0.50%(c) 0.55% 0.63%(c)
Ratio of net investment
income to average net
assets ................. 1.59%(c) 1.89% 2.55%(c) 0.36%(c) 0.49% 0.46%(c)
Ratio of expenses to
average net assets* .... 0.53%(c) 0.65% 0.68%(c) 0.50%(c) 0.55% 0.68%(c)
Portfolio Turnover
Rate ................... 44.23%(d) 97.39% 92.00%(d) 64.44%(d) 80.47% 80.00%(d)
Average commission rate
paid (e) ............... $ 0.0345 $ 0.0386 $ -- $ 0.0647 $ 0.0592 $ --

- - --------
</TABLE>

* During the period, certain fees were voluntarily reduced. In addition,
certain fees were voluntarily reimbursed. If such voluntary fee reductions
and reimbursements had not occurred, the ratios would have been as
indicated.

(a) For the period August 25, 1995 (commencement of operations) through June
30, 1996.

(b) For the period August 8, 1995 (commencement of operations) through June 30,
1996.

(d) Not annualized

(e) Represents the total dollar amount of commissions paid on portfolio
transactions divided by the total number of shares purchased and sold by
the Portfolio for which commissions were charged. Disclosure is not
required for prior periods.

<PAGE>

THE HIRTLE CALLAGHAN TRUST
Financial Highlights
For a share outstanding throughout each period
(Unaudited)

SMALL CAPITALIZATION
EQUITY PORTFOLIO
------------------------------------
SIX MONTHS YEAR PERIOD
ENDED ENDED ENDED
DECEMBER 31, JUNE 30, JUNE 30,
1997 1997 1996(A)
-------- -------- --------
Net Asset Value, Beginning of Period . $ 12.95 $ 11.07 $ 10.00
-------- -------- --------
Investment Activities
Net investment income ............... 0.02 0.07 0.10
Net realized and unrealized gain on
investments and foreign currency
transactions ....................... 1.50 2.11 1.07
-------- -------- --------
Total from Investment Activities .... 1.52 2.18 1.17
-------- -------- --------
Distributions
From net investment income .......... (0.01) (0.07) (0.10)
From net realized gains ............. (0.97) (0.23) --
In excess of realized capital gains . (0.39) -- --
-------- -------- --------
Total Distributions ................. (1.37) (0.30) (0.10)
-------- -------- --------
Net Asset Value, End of Period ....... $ 13.10 $ 12.95 $ 11.07
======== ======== ========
Total Return ......................... 12.05%(c) 19.88%(c) 11.82%(c)

Ratios/Supplementary Data:
Net Assets at end of period (000) ... $134,851 $113,480 $ 61,503
Ratio of expenses to average net
assets ............................. 0.67%(b) 0.78% 0.78%(b)
Ratio of net investment income to
average net assets ................. 0.41%(b) 0.68% 1.33%(b)
Ratio of expenses to average net
assets* ............................ 0.67%(b) 0.78% 0.90%(b)
Portfolio Turnover Rate ............. 32.27%(c) 54.16% 38.00%(c)
Average commission rate paid (d) .... $ 0.0521 $ 0.0528 $ --

- - --------

<PAGE>

(a) For the period September 5, 1995 (commencement of operations) through June
30, 1996.

(b) Annualized.

(d) Represents the total dollar amount of commissions paid on portfolio
transactions divided by the total number of shares purchased and sold by
the Portfolio for which commissions were charged. Disclosure is not
required for prior periods.

<PAGE>

THE HIRTLE CALLAGHAN TRUST
Financial Highlights
For a share outstanding throughout each period
(Unaudited)

<TABLE>
<CAPTION>
LIMITED DURATION MUNICIPAL
INTERNATIONAL EQUITY PORTFOLIO BOND PORTFOLIO
---------------------------------- ----------------------------------
SIX MONTHS YEAR PERIOD SIX MONTHS YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, JUNE 30, JUNE 30, DECEMBER 31, JUNE 30, JUNE 30,
1997 1997 1996(A) 1997 1997 1996(B)
-------- -------- -------- -------- -------- --------
Net Asset Value,
<S> <C> <C> <C> <C> <C> <C>
Beginning of Period .... $ 12.84 $ 11.26 $ 10.00 $ 10.04 $ 10.00 $ 10.00
-------- -------- -------- -------- -------- --------
Investment Activities
Net investment income . 0.02 0.22 0.16 0.24 0.48 0.35
Net realized and
unrealized gain on
investments
and foreign currency
transactions ......... (0.87) 1.92 1.35 0.09 0.04 0.01
-------- -------- -------- -------- -------- --------
Total from Investment
Activities ............ (0.85) 2.14 1.51 0.33 0.52 0.36
-------- -------- -------- -------- -------- --------
Distributions
From net investment
income ................ (0.32) (0.22) (0.24) (0.24) (0.48) (0.36)
In excess of net
investment income ..... -- (0.04) -- -- -- --
From realized gains .... (0.11) (0.30) (0.01) -- -- --
In excess of realized
capital gains ......... (0.21) -- -- -- -- --
-------- -------- -------- -------- -------- --------
Total Distributions ... (0.64) (0.56) (0.25) (0.24) (0.48) (0.36)
-------- -------- -------- -------- -------- --------
Net Asset Value, End of
Period ................. $ 11.35 $ 12.84 $ 11.26 $ 10.13 $ 10.04 $ 10.00
======== ======== ======== ======== ======== ========
Total Return ........... (6.56%)(e) 19.61% 15.15%(e) 3.31%(e) 5.34% 3.60%(e)

Ratios/Supplementary
Data:
Net Assets at end of
period (000) ......... $156,274 $146,122 $ 77,732 $ 50,371 $ 40,963 $ 29,485
Ratio of expenses to
average net assets ... 0.70%(c) 0.78% 0.81%(c) 0.44%(c) 0.52% 0.53%(c)
Ratio of net investment
income to average net
assets ............... 1.24%(c) 1.97% 1.75%(c) 4.70%(c) 4.78% 4.78%(c)
Ratio of expenses to
average net assets* .. 0.70%(c) 0.78% 0.92%(c) 0.51%(c) 0.68% 0.81%(c)
Portfolio Turnover
Rate .................. 18.11%(e) 29.85% 15.00%(e) 14.60%(e) 44.57% 116.00%(e)
Average commission rate
paid (d) ............. $ 0.0269 $ 0.0254 $ -- $ -- $ -- $ --
</TABLE>
- - --------

<PAGE>

(a) For the period August 17, 1995 (commencement of operations) through June
30, 1996.

(b) For the period October 10, 1995 (commencement of operations) through June
30, 1996.

(e) Not annualized.

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

Set forth below is a brief description of the investment objective and policies
of each of the Trust's Portfolios, as well as the identity of the Investment
Manager(s) responsible for making day-to-day investment decisions for each
Portfolio. More detailed information about the Investment Managers appears in
this prospectus under the heading "Management of the Trust." Further information
about the types of instruments in which each Portfolio may invest, and the risks
associated with such investments, appears in this prospectus under the heading
"Investment Practices and Risk Considerations" and in the related Statement of
Additional Information. The Statement of Additional Information also lists those
investment restrictions to which the various Portfolios are subject under the
Investment Company Act of 1940 ("Investment Company Act"). Unless otherwise
noted, the investment objectives and policies of the respective Portfolios as
set forth below are not fundamental and may be changed or modified by the
Trust's Board without a shareholder vote.

As further described in this prospectus under the heading "Management of the
Trust," investment discretion with respect to the assets of each Portfolio is
vested with one or more Investment Managers retained by the Trust. While the
Trust's Board is ultimately responsible for all matters relating to the Trust,
day-to-day decisions with respect to the purchase and sale of securities in
accordance with a Portfolio's investment objectives and policies are the
responsibility of the Investment Managers retained from time to time by the
Trust on behalf of the respective Portfolios. As is the case with any investment
in securities, an investment in any of the Portfolios involves certain risks and
there can be no assurance that any Portfolio will achieve its objective.

The Equity Portfolios. Each of the Portfolios described below ("Equity
Portfolios") seeks to achieve its investment objective by investing primarily in
equity securities. In general, the prices of equity securities fluctuate over
time and, accordingly, an investment in any of the Equity Portfolios may be more
suitable for long-term investors who can bear the risk of short-term principal
fluctuation. Further information about equity related securities appears in this
prospectus under the heading "Investment Practices and Risk Considerations:
About Equity Securities.

<PAGE>

The Value Equity Portfolio. The investment objective of this Portfolio is to
provide total return consisting of capital appreciation and current income. The
Portfolio seeks to achieve this objective primarily through investment in a
diversified portfolio of equity securities. In selecting securities for the
Portfolio, the Investment Managers will generally emphasize equity securities
with a relatively lower price-earnings ratio but higher dividend income than the
average range for stocks included in the Standard & Poor's 500 Stock Index;
dividends paid by The Value Equity Portfolio can generally be expected to be
higher than those paid by The Growth Equity Portfolio. Up to 15% of the
Portfolio's total assets may be invested in convertible securities; up to 15% of
the Portfolio's total assets may be invested in American Depository Receipts.
Hotchkis and Wiley and Institutional Capital Corporation currently serve as
Investment Managers for The Value Equity Portfolio.

The Growth Equity Portfolio. The investment objective of this Portfolio is to
provide capital appreciation, with income as a secondary consideration. The
Portfolio will seek to achieve this objective by investing primarily in a
diversified portfolio of equity securities traded on registered exchanges or in
the over-the-counter market in the U.S. In selecting securities for the
Portfolio, the Investment Managers will generally emphasize equity securities
with long-term earnings growth potential and relatively higher price-earnings
ratios than the average range for stocks included in the Standard & Poor's 500
Stock Index. Although dividend paying securities will be considered for
inclusion in the Portfolio, dividends paid by The Growth Equity Portfolio can
generally be expected to be lower than those paid by The Value Equity Portfolio.
Up to 10% of the Portfolio's total assets may be invested in convertible
securities. In addition, a maximum of 20% of the Portfolio's total assets may be
invested in securities of non-U.S. issuers. Further information about the
special considerations applicable to international investments appears in this
prospectus under the heading "Investment Practices and Risk Considerations:
About Foreign Securities." Jennison Associates LLC and Goldman Sachs Asset
Management Company, Inc. currently serve as Investment Managers for The Growth
Equity Portfolio.

The Small Capitalization Equity Portfolio. The investment objective of this
Portfolio is to provide long term capital appreciation by investing primarily in
equity securities of smaller companies. Companies in which the Portfolio may
invest are those which, in the view of one or more of the Portfolio's Investment
Managers, have demonstrated, or have the potential for, strong capital
appreciation potential due to their relative market position, anticipated
earnings, changes in management or other factors. Under normal market
conditions, at least 65% of the Portfolio's total assets will be invested in
equity securities of companies with capitalizations of less than $1.0 billion at
the time of purchase; up to 35% of the Portfolio's total assets may be invested
in the equity securities of companies with larger capitalizations. Geewax Terker
and Co. and Frontier Capital Management Company currently serve as Investment
Managers for The Small Capitalization Equity Portfolio.

<PAGE>

The International Equity Portfolio. The investment objective of this Portfolio
is to maximize total return, consisting of capital appreciation and current
income, by investing primarily in a diversified portfolio of equity securities
of non-U.S. issuers. Under normal market conditions, at least 65% of the
Portfolio's total assets will be invested in equity securities of issuers
located in at least three countries other than the United States. Further
information about the special considerations applicable to international
investments appears in this prospectus under the heading "Investment Practices
and Risk Considerations: About Foreign Securities." Brinson Partners, Inc.
currently serves as Investment Manager for The International Equity Portfolio.

The International Equity Portfolio is designed to invest in the equity
securities of non-U.S. issuers that are believed to be undervalued in relation
to the issuer's assets, cash flow, earnings and revenues based upon the
Investment Manager's research and proprietary valuation systems. Although the
Portfolio may invest anywhere in the world, the Portfolio is expected to invest
primarily in the equity markets included in the Morgan Stanley Capital
International Europe, Australia, Far East Index ("EAFE"). Currently, these
markets are Japan, the United Kingdom, Germany, France, Canada, Italy, the
Netherlands, Australia, Switzerland, Spain, Hong Kong, Belgium, Singapore,
Malaysia, Sweden, Denmark, Norway, New Zealand, Austria, Finland and Ireland.
Securities of non-U.S. issuers purchased by the Portfolio may be purchased on
U.S. registered exchanges, the over-the-counter markets or in the form of
sponsored or unsponsored American Depositary Receipts traded on registered
exchanges or NASDAQ or sponsored or unsponsored European Depositary Receipts.

Securities may also be purchased on recognized foreign exchanges or on
over-the-counter markets overseas. In addition, the Portfolio may enter into
forward foreign currency exchange contracts, buy or sell options, futures or
options on futures relating to foreign currencies and may purchase securities
indexed to currency baskets in order to hedge against fluctuations in the
relative value of the currencies in which securities held by the Portfolio are
denominated. Further information about the Portfolio's use of these instruments
appears in this prospectus under the heading "Investment Practices and Risk
Considerations: About Hedging Strategies." The International Equity Portfolio
may also invest in high-quality short-term debt instruments (including
repurchase agreements) denominated in U.S. or foreign currencies for temporary
purposes. Further information about the Portfolio's temporary investment
practices appears in this prospectus under the heading "Investment Practices and
Risk Considerations:
About Temporary Investment Practices."

<PAGE>

The Fixed-Income Portfolios. Each of the Portfolios described below ("Fixed
Income Portfolios") seeks to achieve its investment objective by investing
primarily in fixed income securities. Morgan Grenfell Capital Management
Incorporated currently serves as Investment Manager for each of these
Portfolios. In selecting fixed income investments (including municipal
securities), the Investment Manager seeks to identify fixed income securities
and sectors which it believes to be undervalued relative to the market and
alternative sectors rather than forecasting changes in the interest rate
environment. Fixed income securities may be undervalued for a variety of
reasons, such as market inefficiencies relating to lack of market information
about particular securities and sectors, supply and demand shifts and lack of
market penetration by some issuers. Further information about investing in fixed
income securities, including the impact of maturity policies on investment risk,
appears in this prospectus in the section entitled "Investment Practices and
Risk Considerations." Relevant subheadings include, "About Fixed Income
Securities," and "About Temporary Investment Practices." Information relating to
the municipal securities in which The Limited Duration Municipal Bond and the
Intermediate Term Municipal Bond Portfolios ("Municipal Portfolios") invest
appears under the heading ""Investment Practices and Risk Considerations: About
Tax-Exempt Securities."

The Limited Duration Municipal Bond Portfolio. The investment objective of this
Portfolio is to provide a high level of current income exempt from Federal
income tax, consistent with the preservation of capital. The Portfolio seeks to
achieve this objective by investing primarily in a diversified portfolio of debt
securities issued by municipalities and related entities, the interest on which
is exempt from regular Federal income tax). It is a fundamental policy of the
Portfolio that, under normal circumstances, at least 80% of its net assets will
be invested in such securities (collectively, Tax-Exempt Securities").
Tax-Exempt Securities may include general obligation bonds and notes, revenue
bonds and notes (including industrial revenue bonds and municipal lease
obligations), as well as participation interests relating to such securities.
Although exempt from regular Federal income tax, dividends paid by the
securities in which this portfolio invests may be tax preference items for
purposes of computing Federal alternative minimum taxes. In order to maintain
liquidity or in the event that the Investment Manager determines that securities
meeting the Portfolio's investment objective and policies are not otherwise
readily available for purchase, the Portfolio is authorized to invest up to 20%
of its total assets in taxable instruments.

<PAGE>

It is anticipated that the average credit quality of all Tax-Exempt Securities
purchased for the Portfolio will be comparable to securities rated "Aa" by
Moody's Investors Service ("Moody's"), or "AA" by Standard & Poor's Corporation
("S&P"), respectively (or, in the case of municipal notes and commercial paper,
corresponding ratings assigned to such instruments). The Portfolio is also,
however, authorized to invest in Tax-Exempt Securities that, at the time of
investment, are rated at least investment grade (e.g. "Baa" or better by
Moody's, "BBB" by S&P or, if unrated, are determined by the Portfolio's
Investment Manager to be of comparable quality to securities that have received
such ratings). Securities rated "Baa" or "BBB" may be said to have speculative
characteristics in that changes in economic conditions or other circumstances
may be more likely to weaken the issuer's capacity to make principal and
interest payments than is the case with respect to securities that have received
higher ratings. The municipal notes in which the Portfolio may invest will be
limited to those obligations which are rated, at the time of purchase, at least
MIG-1 or VMIG-1 by Moody's or SP-1 by S&P or, if unrated, are determined by the
Investment Manager to be of comparable quality to securities that have received
such ratings. Tax-exempt commercial paper must be rated at least A-1 by S&P or
Prime -1 by Moody's at the time of investment or, if not rated, determined by
the Portfolio's Investment Manager to be of comparable quality to issues that
have received such ratings. Taxable investments, if any, will be limited to
those rated "Aa" or "AA" by Moody's or S&P, respectively (or, in the case of
securities not rated by these services or unrated, of comparable quality).

Tax-Exempt Securities purchased for the Portfolio will have varying maturities,
but under normal circumstances the Portfolio will have an overall duration of
less than 4 years. Duration is a concept that incorporates a bond's yield,
coupon interest payments, final maturity and call features into one measure that
is used by investment professionals as a more precise alternative to the concept
of term-to-maturity. As a point of reference, the maturity of a current coupon
bond with a 3 year duration is approximately 3.5 years and the maturity of a
current coupon bond with a 6 year duration is approximately 9 years. Changes in
interest rates can adversely affect the value of an investment in the Portfolio.
As an example, a one percent increase in interest rates could result in a four
percent decrease in the value of a portfolio with a duration of four years. When
interest rates are falling, a fixed income portfolio with a shorter duration
generally will not generate as high a level of total return as one with a longer
duration. When interest rates are flat, shorter duration portfolios generally
will not generate as high a level of total return as longer duration portfolios.
Because of its shorter portfolio maturity, The Limited Duration Municipal Bond
Portfolio can be expected to be less volatile in response to changes in interest
rates than The Intermediate Term Municipal Bond Portfolio. Its yield, however,
can also be expected to be lower than its longer term counterpart.

<PAGE>

The Intermediate Term Municipal Bond Portfolio. The investment objective of The
Intermediate Term Municipal Bond Portfolio is to provide a high level of current
income exempt from Federal income tax consistent with the preservation of
capital. The Portfolio seeks to achieve its objective by investing primarily in
a diversified portfolio of Tax-Exempt Securities with characteristics similar to
those in which The Limited Duration Municipal Bond Portfolio invests, except
that the Intermediate Term Municipal Bond Portfolio expects to maintain a dollar
weighted effective average remaining portfolio maturity of 5 to 10 years. It is
a fundamental policy of the Portfolio that, under normal circumstances, at least
80% of its net assets will be invested in Tax-Exempt Securities. Although exempt
from regular Federal income tax, dividends paid by the securities in which this
Portfolio invests may be tax preference itself for purposes of computing Federal
alternative minimum taxes. The Portfolio is, however, authorized to invest up to
20% of its total assets in taxable instruments to maintain liquidity or in the
event that the Investment Manager determines that securities meeting the
Portfolio's investment objective and policies are not otherwise readily
available for purchase. Because of its longer portfolio maturity, The
Intermediate Term Municipal Bond Portfolio can be expected to be more volatile
in response to changes in interest rates than The Limited Duration Municipal
Bond Portfolio. Its yield, however, can also be expected to be higher than its
shorter-term counterpart.

The Fixed Income Portfolio. The investment objective of the Fixed Income
Portfolio is to seek a high level of income consistent with the preservation of
capital. The Fixed Income Portfolio expects to maintain a dollar weighted
effective average remaining portfolio maturity of 5 to 10 years, but may
purchase securities with any stated remaining maturity. The Fixed Income
Portfolio will normally invest at least 80% of its net assets in fixed income
securities of all types, including U.S. Government securities; custodial
receipts evidencing interests in such securities; corporate bonds and
debentures; mortgage-backed securities and asset-backed securities; U.S. dollar
denominated securities of foreign governments, their political subdivisions,
agencies or instrumentalities, as U.S. dollar denominated obligations of
supra-national entities; taxable municipal securities, and state, municipal or
private activity bonds; equipment lease and trust certificates; and repurchase
agreements involving any of the foregoing. Certain of these securities may have
floating or variable rates of interest or include put features that afford their
holders the right to sell the security at face value prior to maturity.
Investments in U.S. dollar denominated securities of non-U.S. issuers will not
exceed 25% of its total assets. Under normal conditions the Fixed Income
Portfolio may hold up to 20% of its total assets in cash or money market
instruments in order to maintain liquidity, or in the event that the Investment
Manager determines that securities meeting the Portfolio's investment objective
and policies are not otherwise readily available for purchase.

<PAGE>

The Fixed Income Portfolio invests primarily in fixed income securities that, at
the time of purchase, are either rated in one of three highest rating categories
assigned by Moody's, S&P or other ratings organizations, or unrated securities
determined by the Investment Manager to be of comparable quality. However, the
Portfolio may also invest up to 15% of its assets in fixed income securities
that are, at the time of purchase, either rated within the fourth highest rating
category assigned by Moody's or S&P, or, if unrated by these, determined by the
Investment Manager to be of comparable quality. See "About Fixed Income
Securities". In the event any security held by the Fixed Income Portfolio is
downgraded below the rating categories set forth above, the Investment Manager
will review the security and determine whether to retain or dispose of that
security. Fixed income securities rated in one of the four highest ratings
categories and unrated securities determined by the Investment Manager to be of
comparable quality are referred herein as "investment grade fixed income
securities." Fixed income securities in the lowest investment grade category are
considered medium grade securities. Such securities have speculative
characteristics, involve greater risk of loss than higher quality securities,
and are more sensitive to changes in the issuer's capacity to pay.

INVESTMENT PRACTICES AND RISK CONSIDERATIONS

Although the Trust's Portfolios have different investment objectives and
policies, certain investment practices may be used by one or more of the
Portfolios. A general description of each such practice is set forth below,
together with the Portfolios to which each practice is available.

About Equity Securities. Each of the Equity Portfolios invests primarily in
equity securities. For purposes of the investment policies of these Portfolios,
the term "equity securities" includes total common and preferred stock and
rights and warrants to purchase other equity securities. A maximum of 15% of the
assets of The Value Equity Portfolio and up to 10% of the total assets of The
Growth Equity Portfolio may be invested in convertible issues, the market value
of which tend to move together with the market value of the underlying common
stock as a result of the conversion feature. Both The International Equity
Portfolio and The Small Capitalization Equity Portfolio are also authorized to
invest up to 5% of their respective total assets in similar convertible issues,
although these Portfolios have no present intention of doing so. In general,
investments in equity securities and convertible issues are subject to market
risks that may cause their prices to fluctuate over time. Additionally, the
value of securities, such as warrants and convertible issues, is also affected
by prevailing interest rates, the credit quality of the issuer and any call
provisions. Convertible issues purchased for any Portfolio will be limited to
those issues that are either rated (or, unrated securities that, in the judgment
of the relevant Investment Manager, are comparable in quality to securities
rated) investment grade or better by Moody's or S&P or other ratings
organization. Please refer to "About Fixed Income Securities" in this section of
the prospectus for further information about such organizations and their
ratings. Fluctuations in the value of equity securities in which a Portfolio
invests will cause the net asset value of that Portfolio to fluctuate.

The Small Capitalization Equity Portfolio invests primarily in equity securities
issued by smaller companies, generally with capitalizations of less than $1.0
billion. Equity securities of smaller companies involve greater risk than is
customarily associated with investments in larger, more established companies.
This increased risk may be due to the fact that such companies often have
limited markets and financial resources, narrow product lines and lack of depth
of management. The securities of smaller companies are often traded in the
over-the-counter markets and, if listed on national or regional exchanges, may
not be traded in volumes typical for such exchanges. Thus, the securities of
smaller companies are likely to be less liquid, and subject to more abrupt or
erratic price movements than larger, more established companies. Further
information about securities that may be illiquid appears under the heading
"About Illiquid Securities," below.

<PAGE>

About Foreign Securities. The International Equity Portfolio invests primarily
in equity securities of non-U.S. issuers, which securities may be traded in the
U.S. or abroad and which may be denominated in foreign currencies; it may also
invest in short-term debt instruments denominated in foreign currencies under
unusual market conditions. The Growth Equity Portfolio may also invest in
non-U.S. equity issues. The Fixed-Income Portfolio may invest up to 25% of its
assets in debt securities of non-U.S. issuers, which securities may be
denominated in U.S. or foreign currencies. Equity securities of overseas issuers
are subject to the same risks, described above, applicable to equity securities
in general. In addition, both debt and equity securities of foreign issuers may
involve risks which are not ordinarily associated with investing in domestic
securities. Such factors include the unavailability of financial information or
the difficulty of interpreting financial information prepared under foreign
accounting standards; less liquidity and more volatility in foreign securities
markets; the possibility of expropriation; the imposition of foreign withholding
and other taxes; the impact of foreign political, social or diplomatic
developments; limitations on the movement of funds or other assets between
different countries; difficulties in invoking legal process abroad and enforcing
contractual obligations; and the difficulty of assessing economic trends in
foreign countries. In addition, changes in foreign exchange rates will affect
the value of securities denominated or quoted in foreign currencies relative to
the U.S. dollar. Exchange rate movements can be large and can endure for
extended periods of time, affecting either favorably or unfavorably the value of
securities held in the Portfolio and, thus, the Portfolio's net asset value per
share. Securities transactions effected in markets overseas are generally
subject to higher fixed commissions than may be negotiated on U.S. exchanges.
Custody arrangements for the Portfolio's foreign securities will be more costly
than those associated with domestic securities of equal value. Certain foreign
governments levy withholding taxes against dividend and interest income.
Although in some countries a portion of these taxes is recoverable, the non-
recovered portion of foreign withholding taxes will reduce the Portfolio's
income.

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The Value Equity Portfolio may invest in American Depositary Receipts ("ADRs").
ADRs are dollar-denominated receipts generally issued in registered form by
domestic banks, that represent the deposit with the bank of a security of a
foreign issuer. ADRs, which are publicly traded on U.S. exchanges and in the
over-the-counter markets, may be sponsored by the foreign issuer of the
underlying security or may be unsponsored. The International Equity Portfolio
and The Growth Equity Portfolio are also permitted to invest in ADRs.
Additionally, these portfolios may invest in European Depositary Receipts
("EDRs"). EDRs are similar to ADRs but are issued and traded in Europe. EDRs are
generally issued in bearer form and denominated in foreign currencies and, for
this reason, are subject to the currency risks described above. For purposes of
the Trust's investment policies, ADRs and EDRs are deemed to have the same
classification as the underlying securities they represent. Thus, an ADR or EDR
representing ownership of common stock will be treated as common stock. ADR or
EDR programs may be sponsored or unsponsored. Unsponsored programs are subject
to certain risks. In contrast to sponsored programs, where the foreign issuer of
the underlying security works with the depository institution to ensure a
centralized source of information about the underlying company, including any
annual or other similar reports to shareholders, dividends and other corporate
actions, unsponsored programs are based on a service agreement between the
depository institution and holders of ADRs or EDRs issued by the program; thus
investors bear expenses associated with certificate transfer, custody and
dividend payments. In addition, there may be several depository institutions
involved in issuing unsponsored ADRs or EDRs for the same underlying issuer.
Such duplication may lead to market confusion because there would be no central
source of information for buyers, sellers and intermediaries, and delays in the
payment of dividends and information about the underlying issuer or its
securities could result.

About Fixed Income Securities. Each of the Fixed-Income Portfolios invests
primarily in fixed income securities (sometimes referred to as "debt
securities") and the performance of these Portfolios is subject to certain risks
associated with investments in such securities.

Interest rate risk is the risk that the value of an investment will fluctuate in
response to changes in interest rates. Generally, the value of debt securities
will tend to decrease when interest rates rise and increase when interest rates
fall, with shorter term securities generally less sensitive to interest rate
changes than longer term securities. In periods of declining interest rates, the
yield of a Portfolio that invests in fixed income securities will tend to be
higher than prevailing market rates, and in periods of rising interest rates,
the yield of the Portfolio will tend to be lower. Also, when interest rates are
falling, the inflow of net new money to such a Portfolio will likely be invested
in portfolio instruments producing lower yields than the balance of the
Portfolio; in periods of rising interest rates, the opposite can be true. The
net asset value of a Portfolio investing in fixed income securities can
generally be expected to change as general levels of interest rates fluctuate.
The value of fixed income securities held by a Portfolio generally varies
inversely with changes in interest rates. The market value of fixed income
securities with longer effective maturities are more sensitive to interest rate
changes than those with shorter effective maturities.

<PAGE>

Credit risk is the risk that an issuer (or in the case of certain securities,
the guarantor or counterparty) will be unable to make principal and interest
payments when due. The creditworthiness of an issuer may be affected by a number
of factors including the financial condition of the issuer (or guarantor) and,
in the case of foreign issuers, the financial condition of the region. Debt
securities (including convertible issues) may be rated by one or more nationally
recognized rating organization, such as S&P and Moody's (each an "NRSRO"). Such
ratings represent the judgment of the relevant NRSRO with regard to the safety
of principal and interest payments; they do not, however, evaluate the risks of
fluctuations in market value, are not a guarantee of quality and may be subject
to change even after the Trust has acquired the security. Also, an NRSRO may
fail to make timely changes in credit ratings in response to subsequent events,
so that an issuer's current financial conditions may be better or worse than the
rating indicates. If a security's rating is reduced while it is held by the
Trust, the appropriate Investment Manager will consider whether the Trust should
continue to hold the security but is not required to dispose of it. A summary of
the ratings categories of Moody's and S&P appears in the Appendix to the
Statement of Additional Information.

The creditworthiness of the issuers of fixed-income securities is monitored by
the Investment Manager of the Fixed-Income Portfolios with reference to ratings,
if any, assigned to individual fixed income issues by NRSROs, as well as other
factors deemed relevant to the Investment manager. The Fixed-Income Portfolios
may purchase debt securities that have not been assigned ratings by an NRSRO but
are determined by the relevant Investment Manager to be of a quality comparable
to rated securities that the Portfolio is permitted to purchase.

"When-issued Securities." Fixed-income securities may be purchased on a
"when-issued" basis. When securities are purchased on a when-issued or delayed
delivery basis, the Portfolio must maintain, in a segregated account until the
settlement date, cash, U.S. Government securities or high-grade, liquid
obligations in an amount sufficient to meet the purchase price (or enter into
offsetting contracts for the forward sale of other securities it owns). The
purchase of securities on a when-issued or delayed delivery basis involves a
risk of loss if the value of the security to be purchased declines prior to the
settlement date. Although purchases of securities on a when-issued or delayed
delivery basis are expected to be made only with the intention of acquiring
those securities for the investment portfolio of the purchasing Portfolio,
when-issued or delayed delivery securities may be sold prior to settlement if
the purchasing Portfolio's Investment Manager deems it appropriate to do so. The
market value of when-issued securities may increase or decrease prior to
settlement as a result of changes in interest rates or other factors and
short-term gains or losses may be realized on any sales of such when-issued
securities.

<PAGE>

About Taxable Fixed Income Securities. Those instruments in which the Fixed
Income Portfolio may invest include those described below. Further information
is available in the Statement of Additional Information relating to the Trust.

U.S. Government Securities. U.S. Government securities are obligations issued or
guaranteed as to both principal and interest by the U.S. Government, its
agencies, instrumentalities or sponsored enterprises ("U.S. Government
securities"). Some U.S. Government securities, such as U.S. Treasury bills,
notes and bonds, are supported by the full faith and credit of the United
States. Others, such as obligations issued or guaranteed by U.S. Government
agencies or instrumentalities are supported either by (i) the full faith and
credit of the U.S. Government (such as securities of the GNMA), (ii) the right
of the issuer to borrow from the U.S. Treasury (such as securities of the
Federal Home Loan Banks), (iii) the discretionary authority of the U.S.
Government to purchase the agency's obligations (such as securities of the
Federal National Mortgage Association), or (iv) only the credit of the issuer.
Separately traded principal and interest components of securities guaranteed or
issued by the U.S. Government or its agencies, instrumentalities or sponsored
enterprises may also be acquired if such components are traded independently
under the Separate Trading of Registered Interest and Principal of Securities
program ("STRIPS") or any similar program sponsored by the U.S. Government.
STRIPS are sold as zero coupon securities. See "Zero Coupon Securities."

Custodial Receipts. Custodial Receipts are interests in separately traded
interest and principal component parts of U.S. Government securities that are
issued by banks or brokerage firms and are created by depositing U.S. Government
securities into a special account at a custodian bank. The custodian holds the
interest and principal payments for the benefit of the registered owners of the
certificates or receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Custodial receipts include Treasury Receipts ("TRs"), Treasury Investment Growth
Receipts ("TIGRs"), and Certificates of Accrual on Treasury Securities ("CATS").
TIGRs and CATS are interests in private proprietary accounts while TRs and
STRIPS (see "U.S. Government Securities" above) are interests in accounts
sponsored by the U.S. Treasury. Receipts are sold as zero coupon securities; for
more information, see "Zero Coupon Securities."

Zero Coupon Securities. STRIPS and custodial receipts (TRs, TIGRs and CATS) are
sold as zero coupon securities, that is, fixed income securities that have been
stripped of their unmatured interest coupons. Zero Coupon Securities are sold at
a (usually substantial) discount and redeemed at face value at their maturity
date without interim cash payments of interest or principal. The amount of this
discount is accreted over the life of the security, and the accretion
constitutes the income earned on the security for both accounting and tax
purposes. Because a Portfolio must distribute the accreted amounts in order to
qualify for favorable tax treatment, it may have to sell portfolio securities to
generate cash to satisfy the applicable distribution requirements. As a result
of these features, the market prices of zero coupon securities are generally
more volatile than the market prices of securities that have similar maturity
but that pay interest periodically. Zero coupon securities are likely to respond
to a greater degree to interest rate changes than are non-zero coupon securities
with similar maturity and credit qualities.

<PAGE>

Mortgage-Backed and Asset-Backed Securities. Mortgage-backed securities
represent direct or indirect participation in, or are collateralized by and
payable from, mortgage loans secured by real property. Mortgage-backed
securities in which The Fixed Income Portfolio may invest include those issued
or guaranteed by U.S. Government agencies or instrumentalities such as the
Government National Mortgage Association ("GNMA"), Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation("FHLMC").
The Portfolio may also invest in mortgage-backed securities issued by
non-governmental entities, including collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICS").

Asset-backed securities represent participation in, or are secured by and
payable from, assets such as motor vehicle installment sales, installment loan
contracts, leases of various types of real and personal property and receivables
from revolving credit (credit card) agreements and other categories or
receivables. Such securities are generally issued by trusts and special purpose
corporations. Asset-backed securities present certain risks that are not
presented by mortgage-backed securities because asset-backed securities
generally do not have the benefit of a security interest in collateral that is
comparable to mortgage assets. In addition, there is the possibility that, in
some cases, recoveries on repossessed collateral may not be available to support
payments on these securities. Many mortgage and asset-backed securities may be
considered derivative instruments.

Mortgage-backed and asset-backed securities are often subject to more rapid
repayment than their stated maturity date would indicate as a result of the
pass-through of prepayments of principal on the underlying loans. Accordingly,
the market values of such securities will vary with changes in market interest
rates generally and in yield differentials among various kinds of U.S.
Government securities and other mortgage-backed and asset-backed securities. For
example, during periods of declining interest rates, prepayment of loans
underlying mortgage-backed and asset-backed securities can be expected to
accelerate, and thus impair a Portfolio's ability to reinvest the returns of
principal at comparable yields. In periods of rising interest rates, however,
the rate at which the underlying mortgages are pre-paid is likely to be reduced.
As a result, the effective maturity and volatility of the mortgaged-backed
security involved would increase, as would the value of the security itself.
Under unusual circumstances, the ability of a Portfolio to dispose of such
mortgage or asset-backed issues could be impaired.

Mortgage Dollar Rolls. The Fixed Income Portfolio may enter into mortgage
"dollar rolls." This transaction involved the sale of securities by the
Portfolio for delivery in the current month and a simultaneous contract to
repurchase substantially similar (same type, coupon and maturity) securities on
a specified future date. During the roll period, the Portfolio forgoes principal
and interest paid on the securities. The Portfolio is compensated, however, by
the difference between the current sales price and the lower forward price for
the future purchase (often referred to as the "drop") or fee income and by the
interest earned on the cash proceeds of the initial sale. A "covered roll" is a
specific type of dollar roll for which there is an offsetting cash position or a
cash equivalent security position that matures on or before the forward
settlement date of the dollar roll transaction. The Portfolio may enter into
both covered and uncovered rolls.

<PAGE>

Municipal Securities. The Fixed Income Portfolio may, consistent with its
investment policies, invest in the types of municipal securities listed below
under the heading "Tax-Exempt Securities." Unlike the Municipal Portfolios, The
Fixed Income Portfolio may acquire municipal securities without regard to
whether the interest paid on any such security is exempt from regular Federal
income tax.

Foreign Government Securities. The foreign government securities in which The
Fixed Income Portfolio may invest generally consist of debt obligations issued
or guaranteed by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational or quasi-governmental entities. Quasi-governmental and
supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the "World Bank"), the Japanese Development Bank, the Asian
Development Bank and the InterAmerican Development Bank. Foreign government
securities also include mortgage-related securities issued or guaranteed by
national, state or provincial governmental instrumentalities, including
quasi-governmental agencies. Investment in debt obligations of a government, its
agencies or instrumentalities involve the risks associated with any investment
in debt securities as well as the risks associated with an investment in foreign
securities, as described above. In addition, investments in foreign government
securities involve the risk that the governmental entity may not be willing or
able to repay the principal and/or interest when due in accordance with the
terms of such debt. A governmental entity's ability or willingness to repay
principal and interest due in a timely manner may be affected by, among other
factors, its cash flow situation, the availability of sufficient foreign
exchange on the date a payment is due, the extent of its foreign reserves, the
relative size of the debt service burden to the economy as a whole and the
political constraints to which a governmental entity may be subject.

<PAGE>

About Tax-Exempt Securities. Each of the Municipal Portfolios intends to invest
substantially all of its assets in Tax-Exempt Securities, including municipal
bonds, notes and related instruments. As previously noted, dividends paid by the
Tax-Exempt securities in which the Municipal Portfolios primarily invest are
exempt from regular Federal income tax but may tax preference items for purposes
of computed Federal alternative tax. In determining whether to invest in a
particular Tax Exempt Security, the Portfolio's Investment Manager will rely on
the opinion of bond counsel for the issuer as to the validity of the security
and the exemption of interest on such security from Federal and relevant state
income taxes, and will not make an independent investigation of the basis for
any such opinion. Municipal bonds are debt obligations which are typically
issued with maturities of five years or more, issued by local, state and
regional governments or other governmental authorities. Municipal bonds may be
issued for a wide range of purposes, including construction of public
facilities, funding operating expenses, funding of loans to public institutions;
or refunding outstanding municipal debt. Municipal bonds may be "general
obligations" of their issuers, the repayment of which is secured by the issuer's
pledge of full faith, credit and taxing power. "Revenue" or "special tax" bonds,
such as municipal lease obligations and industrial revenue bonds are obligations
that are payable from revenues derived from a particular facility or a special
excise or other tax. Trusts for repayment of revenue bonds are generally limited
to revenues from the underlying project or facility. As a consequence, the
credit quality of such obligations is ordinarily dependent on the credit quality
of the private user or operator of the project or facility rather than the
governmental issuer of the obligation. Municipal lease obligations likewise may
not be backed by the issuing municipality's credit and may involve risks not
normally associated with investments in Tax-Exempt Securities. For example,
interest on municipal lease obligations may become taxable if the lease is
assigned. The Portfolio may also incur losses if the municipal issuer does not
appropriate funds for lease payments on an annual basis, which may result in
termination of the lease and possible default. Municipal leases may also be
illiquid. Further information about securities that may be illiquid is included
in this section under the heading "About Illiquid Securities."

<PAGE>

The Municipal Portfolios may also invest in Tax-Exempt Securities, the proceeds
of which are directed, at least in part, to private, for-profit organizations.
Although the interest from such bonds is exempt from regular Federal income tax,
the interest may be treated as tax preference items for purposes of the
alternative minimum tax if the bond was issued after August 7, 1986; such bonds
are often referred to as "AMT Bonds." The alternative minimum tax is a special
separate tax that applies to a limited number of taxpayers who have certain
adjustments to income or tax preference items. Municipal notes are obligations
issued by local, state and regional governments to meet their short-term funding
requirements. Municipal notes may be short-term debt obligations which are
issued pending receipt of taxes or other revenues, and retired upon receipt of
such revenues. Such securities include bond anticipation notes, revenue
anticipation notes and tax and revenue anticipation notes. Other types of
municipal notes in which the Portfolio may invest are issued to fund municipal
operations on a temporary or revolving basis and may include construction loan
notes, short-term discount notes, tax-exempt commercial paper, demand notes and
similar instruments.

Long term fixed rate municipal bonds that have been coupled with puts granted by
a third party financial institution may also be purchased for the Municipal
Portfolios. Such instruments, which may be represented by custodial receipts or
trust certificates, are designed to enhance the liquidity and shorten the
duration of the underlying bond. Under certain circumstances, however, such as
the downgrading of the underlying bond or a change in its tax-exempt status, the
associated put will terminate automatically and the weighted average maturity of
the Portfolios may increase.

A "Participation interest" is a floating or variable rate security issued by a
financial institution. These instruments represent interests in municipal bonds
or other municipal obligations held by the issuing financial institution.
Participation interests are generally backed by an irrevocable letter of credit
or guarantee by a bank (which may or may not be the issuing financial
institution). The letter of credit feature is usually designed to enhance the
credit quality of the underlying municipal obligations. In addition,
participation interests generally carry a demand feature. These demand features
permit the Portfolios to tender the participation interest back to the issuing
financial institution and are usually designed to provide liquidity for the
Portfolio in the event of a downgrade in the credit quality of the instrument or
default in the underlying municipal obligation. The Portfolio may acquire
stand-by commitments, also known as "liquidity puts" solely for the purpose of
facilitating portfolio liquidity. These instruments give the Portfolio the right
to sell specified securities back to the seller, at the option of the Portfolio,
at a specified price. It is expected that such stand-by commitments will be
available without the payment of any direct or indirect consideration. However,
if advisable in the judgment of the Investment Manager of the Portfolios, the
Portfolios may pay for such commitments at the time the underlying security is
acquired.

<PAGE>

About Temporary Investment Practices. It is the intention of the Trust that each
of the Portfolios be fully invested in accordance with its respective investment
objectives and policies at all times. To maintain liquidity pending investment,
however, the Portfolios are authorized to invest up to 20% of their respective
assets in short-term money market instruments issued, sponsored or guaranteed by
the U.S. Government, its agencies or instrumentalities. Such securities are
referred to in this prospectus as U.S. Government Securities and are described
above under the heading "About Taxable Fixed-Income Securities: U.S. Government
Securities". The portfolios may also invest repurchase agreements secured by U.S
Government Securities or repurchase agreements secured by such securities, or
short-term money market instruments of other issuers, including corporate
commercial paper, and variable and floating rate debt instruments, that have
received, or are comparable in quality to securities that have received, one of
the two highest ratings assigned by at least one NRSRO.

The International Equity Portfolio is also permitted to invest in U.S.
Government Securities or the short-term money market instruments of other
issuers noted above; in the case of the International Portfolio, such
investments may be denominated in U.S. dollars or other currencies to maintain
liquidity pending investment. Investments in short-term instruments denominated
in foreign currencies are subject to the same risk considerations as described
above under the heading "About Foreign Securities." All such investments will be
subject to the same quality standards as those applicable to short-term
investments made on behalf of the Trust's domestic portfolios.

Under extraordinary market or economic conditions, all or any portion of a
Portfolio's assets may be invested in short-term money market instruments for
temporary defensive purposes. Further information about those instruments that
each of the Portfolios may use for temporary investment purposes appears in the
Statement of Additional Information, under the heading "Further Information on
Investment Policies."

About Illiquid Securities. A Portfolio may not purchase illiquid securities if,
at the time of such purchase, more than 15% of the value of the Portfolio's net
assets will be invested in illiquid securities. Illiquid securities are those
that cannot be disposed of promptly within seven days and in the usual course of
business at the prices at which they are valued. Such securities include, but
are not limited to, time deposits and repurchase agreements with maturities
longer than seven days. Variable rate demand notes with demand periods in excess
of seven days, securities issued with restrictions on their disposition
("restricted issues") and municipal lease obligations, which may be unrated,
will be deemed illiquid unless a Portfolio's Investment Manager determines that
such securities are readily marketable and could be disposed of within seven
days promptly at the prices at which they are valued. In the case of municipal
lease obligations, this determination will be made by the Portfolio's Investment
Manager in accordance with guidelines established by the Trust's Board. The
liquidity of restricted issues and, in particular, the availability of an
adequate dealer or institutional trading market for those restricted issues
("Rule 144A Securities") that are not registered for sale to the general public
but can be resold to institutional investors, will be determined by each
Portfolio's Investment Manager in accordance with guidelines established by the
Trust's Board. The institutional market for Rule 144A Securities is relatively
new and liquidity of the investments in such securities could be impaired if
trading does not further develop or declines. Factors relevant to the liquidity
of a particular instrument include the frequency of trades and availability of
dealer quotes, the number of dealers and market makers active in the issue and
the nature of marketplace trades (e.g. mechanics of transfer and solicitation of
offers).

<PAGE>

About Hedging Strategies. Each of the Portfolios may engage in certain
strategies ("Hedging Strategies") designed to reduce certain risks that would
otherwise be associated with their respective securities investments, and/or in
anticipation of futures purchases and to gain market exposure pending direct
investment in securities. These strategies include the use of options on
securities and securities indices, options on stock index and interest rate
futures contracts and options on such futures contracts. The Growth Equity,
International Equity and Fixed Income Portfolios may also use forward foreign
currency contracts in connection with the purchase and sale of those securities,
denominated in foreign currencies, in which each is permitted to invest. In
addition, The International Equity Portfolio and The Fixed Income Portfolio may
use foreign currency options and foreign currency futures to hedge against
fluctuations in the relative value of the currencies in which securities held by
these Portfolios are denominated. A Portfolio may invest in the instruments
noted above (collectively, "Hedging Instruments") only in a manner consistent
with its investment objective and policies. A Portfolio may not invest more than
10% of its total assets in option purchases and may not commit more than 5% of
its net assets to margin deposits on futures contracts and premiums for options
on futures contracts. The Portfolios may not use Hedging Instruments for
speculative purposes. Further information relating to the use of Hedging
Instruments, and the limitations on their use, appears in the Statement of
Additional Information.

There are certain overall considerations to be aware of in connection with the
use of Hedging Instruments in any of the Portfolios. The ability to predict the
direction of the securities or currency markets and interest rates involves
skills different from those used in selecting securities. Although the use of
various Hedging Instruments is intended to enable each of the Portfolios to
hedge against certain investment risks, there can be no guarantee that this
objective will be achieved. For example, in the event that an anticipated change
in the price of the securities (or currencies) that are the subject of the
strategy does not occur, it may be that the Portfolio employing the Hedging
Strategy would have been in a better position had it not used such a strategy at
all. Moreover, even if the Investment Manager correctly predicts interest rate
or market price movements, a hedge could be unsuccessful if changes in the value
of the option or futures position do not correspond to changes in the value of
investments that the position was designed to hedge. Liquid markets do not
always exist for certain Hedging Instruments and lack of a liquid market for any
reason may prevent a Portfolio from liquidating an unfavorable position. In the
case of an option, the option could expire before it can be sold, with the
resulting loss of the premium paid by a Portfolio for the option. In the case of
a futures contract, a Portfolio would remain obligated to meet margin
requirements until the position is closed. In addition, options that are traded
over-the-counter differ from exchange traded options in that they are two-party
contracts with price and other terms negotiated between the parties. For this
reason, the liquidity of these instruments may depend on the willingness of the
counter party to enter into a closing transaction. In the case of currency
related instruments, such as foreign currency options, options on foreign
currency futures, and forward foreign currency contracts, it is generally not
possible to structure transactions to match the precise value of the securities
involved since the future value of the securities will change during the period
that the arrangement is outstanding. As a result, such transactions may preclude
or reduce the opportunity for gain if the value of the hedged currency changes
relative to the U.S. dollar. Like over-the-counter options, such instruments are
essentially contracts between the parties and the liquidity of these instruments
may depend on the willingness of the counter party to enter into a closing
transaction.

<PAGE>

About Other Permitted Instruments. Each of the Portfolios may borrow money from
a bank for temporary emergency purposes, and may enter into reverse repurchase
agreements. A reverse repurchase agreement, which is considered a borrowing for
purposes of the Investment Company Act, involves the sale of a security by the
Trust and its agreement to repurchase the instrument at a specified time and
price. Accordingly, the Trust will maintain a segregated account consisting of
cash, U.S. Government securities or high-grade, liquid obligations, maturing not
later than the expiration of the reverse repurchase agreement, to cover its
obligations under reverse repurchase agreements. To avoid potential leveraging
effects of a Portfolio's borrowings, additional investments will not be made
while aggregate borrowings, including reverse repurchase agreements, are in
excess of 5% of a Portfolio's total assets. Borrowings outstanding at any time
will be limited to no more than one-third of a Portfolio's total assets. Each of
the Portfolios may lend portfolio securities to brokers, dealers and financial
institutions provided that cash, or equivalent collateral, equal to at least
100% of the market value (plus accrued interest) of the securities loaned is
maintained by the borrower with the lending Portfolio. During the time
securities are on loan, the borrower will pay to the Portfolio any income that
may accrue on the securities. The Portfolio may invest the cash collateral and
earn additional income or may receive an agreed upon fee from the borrower who
has delivered equivalent collateral. No Portfolio will enter into any securities
lending transaction if, at the time the loan is made, the value of all loaned
securities, together with any other borrowings, equals more than one-third of
the value of that Portfolio's total assets.

As permitted under the Investment Company Act, a Portfolio may invest up to 5%
of its net assets in securities of other investment companies but may not
acquire more than 3% of the voting securities of the investment company.
Generally, the Portfolios do not make such investments. The Growth Equity
Portfolio does, however, invest in certain instruments known as Standard &
Poor's Depositary Receipts or "SPDRs" as part of its overall hedging strategies.
Such strategies are designed to reduce certain risks that would otherwise be
associated with the investments in the types of securities in which the
Portfolio invests and/or in anticipation of future purchases, including to
achieve market exposure pending direct investment in securities, provided that
the use of such strategies are not for speculative purposes and are otherwise
consistent with the investment policies and restrictions adopted by the
Portfolio. SPDRs, which are listed on the American Stock Exchange, are interests
in a unit investment trust ("UIT") that may be obtained from the UIT or
purchased in the secondary market. Further information about these and other
derivative instruments is contained in the Statement of Additional Information.

<PAGE>

MANAGEMENT OF THE TRUST

The Board of Trustees. The Trust's Board is responsible for the overall
supervision and management of the business and affairs of the Trust, including
(i) the selection and general supervision of the Investment Managers that
provide day-to-day portfolio management services to the Trust's several
Portfolios; and (ii) for Portfolios for which more than one Investment Manager
has been retained, allocation of that Portfolio's assets among such Investment
Managers. In particular, the Board may, from time to time, allocate portions of
a Portfolio's assets between or among several Investment Managers, each of whom
may have a different investment style and/or security selection discipline. The
Board also may reallocate a Portfolio's assets among such Investment Managers or
terminate particular Investment Managers, if the Board deems it appropriate to
do so in order to achieve the overall objectives of the Portfolio involved. The
Board may also retain additional Investment Managers on behalf of a Portfolio
subject to the approval of the shareholders of that Portfolio in accordance with
the Investment Company Act.

The Investment Managers. As indicated above, day-to-day investment decisions for
each of the Portfolios are the responsibility of one or more Investment Managers
retained by the Trust. In accordance with the terms of individual investment
advisory contracts relating to the respective Portfolios, and subject to the
general supervision of the Trust's Board, each of the Investment Managers is
responsible for providing a continuous program of investment management to, and
placing all orders for, the purchase and sale of securities and other
instruments on behalf of the respective Portfolios they serve.

Brinson Partners, Inc. ("Brinson") serves as Investment Manager for The
International Equity Portfolio. For its services to the Portfolio, Brinson
receives an annual fee, based on the average daily net asset value of that
portion of the Portfolio's assets managed by it, which fee is calculated as
follows: .40% of the Portfolio's average net assets of $200 million or less;
.35% of such assets over $200 million up to $300 million; and .30% of such
assets over $300 million. Brinson, the principal offices of which are located at
209 South LaSalle Street, Chicago, Illinois 60604-1295, and its predecessor
entities have provided investment management services for international equity
assets since 1974. The day-to-day management of The International Equity
Portfolio is the responsibility of a team of Brinson's investment professionals;
investment decisions are made by committee and no person has primary
responsibility for making recommendations to the committee. Brinson had
discretionary assets of approximately $81.3 billion under management as of June
30, 1997, of which approximately $1.9 billion represented assets of U.S. mutual
funds. Brinson is a wholly-owned indirect subsidiary of Swiss Bank Corporation,
an internationally diversified organization with operations in many aspects of
the financial services industry.

Geewax, Terker and Co. ("Geewax"), a Pennsylvania partnership and registered
investment adviser, serves as an Investment Manager for The Small Capitalization
Equity Portfolio. For its services to the Portfolio, Geewax receives a fee,
based on the average daily net asset value of that portion of the Portfolio's
assets managed by it, at an annual rate of 0.30%. The principal offices of
Geewax are located at 99 Starr Road, Phoenixville, PA 19160. John Geewax has
been a general partner of the firm since its founding in 1982. Mr. Geewax, who
holds an MBA and JD from the University of Pennsylvania, is primarily
responsible for making day-to-day
investment decisions for that portion of the Portfolio's assets assigned to
Geewax. He is supported by Christopher P. Ouimet. Mr. Ouimet, who holds an MBA
from St. Joseph's University, joined Geewax in 1994. Prior to that, Mr. Ouimet
was at The Vanguard Group as a quantitative analyst from 1992 to 1994, and as a
marketing analyst from 1990 to 1992. As of February 28, 1998, Geewax managed
assets of approximately $2,871 million, of which approximately $288 million
represented assets of mutual funds. Geewax is controlled by Mr.Geewax and Bruce
Terker, the firm's general partners.

<PAGE>

Hotchkis and Wiley ("Hotchkis") serves as an Investment Manager for The Value
Equity Portfolio since August 1996. For its services to the Portfolio, Hotchkis
receives a fee, based on the average daily net asset value of that portion of
the Portfolio's assets managed by it, at an annual rate of 0.30%. Hotchkis, the
principal offices of which are located at 800 West Sixth Street, Los Angeles,
California, 90017, and its predecessor entities have provided investment
management services for equity assets since 1980. Sheldon Lieberman is
responsible for making day-to-day investment decisions for that portion of The
Value Equity Portfolio allocated to Hotchkis and Wiley. Before joining Hotchkis
and Wiley in 1994, Mr. Lieberman was the Chief Investment Officer for the Los
Angeles County Employees Retirement Association. Prior to that, he was Manager
of Trust Investments at Lockheed Corporation. As of August 31, 1997, Hotchkis
and Wiley managed total assets of approximately $11.6 billion, of which
approximately $2.6 billion represented assets of mutual funds. Hotchkis, a
division of Merrill Lynch Asset Management LP, is controlled by Merrill Lynch &
Co., Inc.

Frontier Capital Management Company ("Frontier") serves as an Investment Manager
for The Small Capitalization Equity Portfolio. For its services to the
Portfolio, Frontier receives a fee based on the average daily net asset value of
that portion of the Portfolio's assets managed by it, at an annual rate of
0.45%. Frontier, the principal offices of which are located at 99 Summer Street,
Boston, Massachusetts 02110, was established in 1980. Michael Cavarretta is
responsible for making the day-to-day investment decisions for that portion of
the Portfolio's assets assigned to Frontier. Mr. Cavarretta has been an
investment professional with Frontier since 1988. Before joining Frontier, Mr.
Cavarretta was a financial analyst with General Electric Co. and attended
Harvard Business School (M.B.A. 1988). Frontier had, as of March 31, 1998,
approximately $3.9 billion in assets under management, of which approximately
$111 million represented assets of mutual funds.

Goldman Sachs Asset Management ("GSAM") serves as Investment Manager for the
Growth Equity Portfolio. For its services to the Portfolio, GSAM currently
receives a fee of 0.30%. The firm's principal offices of which are located at
One New York Plaza, New York, New York 10004, is a separate operating division
of Goldman Sachs. As of February 28 1998, GSAM, together with its affiliates,
managed total assets of in excess of $148 billion. Robert C. Jones, Victor
Pinter and Kent Clark will be responsible for making day-to-day investment
decisions for that portion of The Growth Equity Portfolio allocated to GSAM. Mr.
Jones, a chartered financial analyst and Managing Director of GSAM has been an
officer and investment professional with GSAM since 1989. Mr. Pinter and Mr.
Clark, each of whom is a Vice President of GSAM, joined GSAM in 1990 and 1992,
respectively. GSAM is a separate operating subsidiary of Golman Sachs & Co.

The Trust has conditionally approved an amendment to the GSAM Agreement
("Performance Fee Amendment"). Under the Performance Fee Amendment, GSAM would
be compensated based, in part, on the investment results achieved by it.
Implementation of the Performance Fee Amendment, however, is subject to receipt
of certain assurances from the staff of the SEC that such implementation will
not be viewed by the SEC staff as inconsistent with the requirements of the
Investment Advisers Act. There can be no assurance that such relief will be
granted by the SEC. If the Performance Fee Amendment is implemented, it could,
under certain circumstances, increase or decrease the fee paid to GSAM, when
compared to the current fixed fee arrangement and could result in the payment of
incentive compensation during periods of declining markets. Further information
about the Performance Fee Amendment appears in the Statement of Additional
Information.

<PAGE>

Institutional Capital Corporation ("ICAP") serves as an Investment Manager for
The Value Equity Portfolio. For its services to the Portfolio, ICAP receives a
fee, based on the average daily net asset value of that portion of the
Portfolio's assets managed by it, at an annual rate of 0.35%. ICAP, the
principal offices of which are located at 225 West Wacker, Chicago, Illinois
60606, has provided investment management services for equity assets since 1970.
Investment decisions for those assets of the Portfolio assigned to ICAP are made
by a team of ICAP investment professionals; investment decisions are made by
committee and no single individual has primary responsibility for making
recommendations to the committee. ICAP had assets of approximately $9.3 billion
under management as of August 31, 1997, of which approximately $1.7 billion
represented assets of mutual funds.

Jennison Associates LLC ("Jennison") serves as an Investment Manager for The
Growth Equity Portfolio. For its services to the Portfolio, Jennison receives a
fee, based on the average daily net asset value of that portion of the
Portfolio's assets managed by it, at an annual rate of 0.30%. Jennison, the
principal offices of which are located at 466 Lexington Avenue, New York, New
York 10017, was established in 1969. Robert B. Corman, Senior Vice-President and
a director of Jennison, is responsible for making day-to-day investment
decisions for the portion of the Portfolio's assets assigned to Jennison. Mr.
Corman, who is a chartered financial analyst, has been an officer and investment
professional with Jennison since 1981. As of March 31,1998, Jennison had
approximately $41.8 billion under management, of which approximately $8.0
billion represented assets of mutual funds. Jennison is a wholly-owned
subsidiary of Prudential Insurance Company of America.

Morgan Grenfell Capital Management Incorporated ("Morgan Grenfell") serves as
Investment Manager for The Limited Duration Municipal Bond Portfolio, The
Intermediate Term Municipal Bond Portfolio and The Fixed Income Portfolio. For
its services to each of the Intermediate Term Municipal Bond Portfolio and the
Fixed Income Portfolio, Morgan Grenfell receives, based of the average daily net
assets value of each such portfolio an annual fee of 0.275% . For its services
to the Limited Duration Municipal Bond Portfolio, Morgan Grenfell receives a fee
of .20% of the average net asset value of that Portfolio.. Morgan Grenfell,
whose principal offices are located at 885 Third Avenue, New York, New York
10022, has been active in managing municipal securities since 1989. David Baldt,
an Executive Vice-President of Morgan Grenfell is primarily responsible for
making the day-to-day investment decisions for each of the Trust's Fixed-Income
Portfolios. Mr. Baldt has managed fixed income investments since 1973, and has
been with Morgan Grenfell since 1989. As of September 30, 1997, Morgan Grenfell
managed assets of approximately $11.8 billion, of which approximately $2.5
billion represented assets of mutual funds. Morgan Grenfell is an indirect,
wholly-owned subsidiary of Deutschebank, A.G., a German financial services
conglomerate.

Consulting Arrangement. Pursuant to an agreement with the Trust, ("HCCI
Consulting Agreement"), Hirtle Callaghan continuously monitors the performance
of various investment management organizations, including the Investment
Managers. The HCCI Consulting Agreement provides that Hirtle Callaghan will make
its officers available to serve as officers and/or Trustees of the Trust, and
maintain office space sufficient for the Trust's principal office. For its
services under The HCCI Consulting Agreement, Hirtle Callaghan is entitled to
receive an annual fee of .05% of each Portfolio's average net assets. Hirtle
Callaghan's principal offices are located at 575 East Swedesford Road, Wayne,
Pennsylvania 19087. Hirtle Callaghan was organized in 1988 and has no history of
operation prior to that date. Hirtle Callaghan is registered as an investment
adviser under the Investment Advisers Act of 1940 and, as of August 31, 1997,
had approximately $1.6 billion of assets under management. Hirtle Callaghan is
controlled by Jonathan Hirtle and Donald E. Callaghan, each of whom also serves
on the Trust's Board and as an officer of the Trust.

<PAGE>

Administration, Distribution, and Related Services. BISYS Fund Services, L.P.
("BISYS") 3435 Stelzer Road, Columbus, Ohio 43219 has been retained, pursuant to
a separate Administrative Services Contract with the Trust, to serve as the
Trust's administrator. Services performed by BISYS in that capacity include, but
are not limited to: (a) general supervision of the operation of the Trust and
coordination of services performed by the various service organizations retained
by the Trust; (b) regulatory compliance, including the compilation of
information for documents and reports furnished to the Securities and Exchange
Commission and corresponding state agencies; (c) assistance in connection with
the preparation and filing of the Trust's registration statement and amendments
thereto; and (d) maintenance of the Trust's registration in the various states
in which shares of the Trust are offered. Pursuant to separate contracts, BISYS
or its affiliates also serve as the Trust's transfer and dividend disbursing
agent, as well as the Trust's accounting agent and receives fees for such
services. For its services, BISYS receives a single all-inclusive fee ("Omnibus
Fee"). The Omnibus Fee is computed daily and paid monthly in arrears, at an
annual rate of .10% of the aggregate average daily net assets of the Value
Equity, Growth Equity, Small Capitalization Equity and International Equity
Portfolios and of any additional portfolios that invest primarily in equity
securities that may be created by the Trust in the future, and .08% of the
aggregate average daily net assets of the Limited Duration Municipal Bond, Fixed
Income and Intermediate Term Municipal Bond Portfolios and of any additional
portfolios that invest primarily in debt securities that may be created in the
future by the Trust.

BISYS performs similar services for mutual funds other than the Trust. BISYS and
its affiliated companies are wholly-owned by The BISYS Group, Inc., a
publicly-held company which is a provider of information processing, loan
servicing and 401(k) administration and record keeping services to and through
banking and other financial organizations. Affiliates of BISYS also serve as the
Trust's distributor. Bankers Trust Company has been retained by the Trust to
serve as custodian for the assets of each of the Portfolios.

Expenses. The Trust pays all expenses incurred in its operation, other than
those expenses expressly assumed by Hirtle Callaghan, the Investment Managers or
other service organizations. Those Trust expenses that can be readily identified
as belonging to a particular Portfolio will be paid by that Portfolio. General
expenses of the Trust that are not so identified will be allocated among the
Portfolios based on their relative net assets at the time those expenses are
accrued. The Trust's principal expenses are the fees payable to the Investment
Managers; the Omnibus fee payable to BISYS for administration, transfer agency
and portfolio accounting services; fees for domestic and international custody
of the Trust's assets payable to Bankers Trust Company; fees for independent
auditing and for legal services; fees for filing reports and registering shares
with regulatory bodies; and consulting fees payable to Hirtle Callaghan.

<PAGE>

PURCHASES AND REDEMPTIONS

General Information About Purchases. Shareholder accounts in the Trust may be
established only by, and shares of each of the Portfolios are available
exclusively to, Eligible Investors. Shares are sold at net asset value and
without sales charge. Payment for purchases of Trust shares may be made by wire
transfer or by check drawn on a U.S. bank. All purchases must be made in U.S.
dollars. The Trust reserves the right to reject any purchase order. Purchase
orders may be received by the Trust's transfer agent on any day the Trust is
open for business ("Business Day"). The Trust is open every day, Monday through
Friday, that the New York Stock Exchange is open for trading, which excludes the
following business holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. The Trust reserves the right to reject any
purchase order and will not issue share certificates. Purchases of shares of the
Portfolios will be executed at the net asset value per share next computed after
receipt by the Trust of a purchase order placed on behalf of an Eligible
Investor and after the order has been accepted by the Trust. If such a purchase
order is received prior to 4 P.M. Eastern Time on any Business Day, the purchase
will be executed at the net asset value per share determined as of the close of
trading on the New York Stock Exchange on that Business Day--normally 4:00 P.M.
Eastern Time. Purchase orders received after 4 P.M. Eastern Time will be
executed at the net asset value per share as determined on the following
Business Day.

General Information About Redemptions. Shares may be redeemed on any Business
Day. Shares will be redeemed at the net asset value next computed after receipt
of a redemption request in proper form by the transfer agent. The Trust reserves
the right to redeem the account of any shareholder if as a result of
redemptions, the aggregate value of shares held in a Portfolio falls below a
minimum of $5,000 after 30 days notice and provided that, during such 30 day
period, such aggregate value is not increased to at least such minimum level.
Under extraordinary conditions, as provided under the rules of the Securities
and Exchange Commission, payment for shares redeemed may be postponed, or the
right of redemption suspended.

Redemptions may be made in number of shares or a stated dollar amount by sending
a written request to the Trust's transfer agent at the address shown on the
first page of this prospectus. Redemption requests must be signed in the exact
name in which the shares are registered; redemption requests for joint accounts
require the signature of each joint owner. For redemption requests of $25,000 or
more, each signature must be guaranteed by a commercial bank or trust company
which is a member of the Federal Deposit Insurance Corporation, a member firm of
a national securities exchange and certain other securities dealers and credit
unions. Guarantees must be signed by an authorized signatory of the guarantor
institution and "Signature Guaranteed" must appear with the signature.

Proceeds of redemption requests transmitted by mail will normally be paid by
check and mailed to the shareholder's address as indicated on the Trust's books.
Redemption proceeds of $2,500 or more may be transferred electronically to the
bank account number, if any, recorded on the Trust's books. Wire redemption
requests received prior to 1:00 P.M. on any Business Day will be effected on
that Business Day and wired to your bank on the following Business Day. The
Trust ordinarily will make payment for all shares redeemed within seven days
after receipt of a redemption request in proper form. Payment of redemption
proceeds for shares purchased by check may be delayed for a period of up to
fifteen days after their purchase, pending a determination that the check has
cleared.

<PAGE>

Additional Information About Purchases and Redemptions. The Trust does not
impose investment minimums or sales charges of any kind. It is expected,
however, that shares of the Trust will be acquired through a program of services
offered by a financial intermediary, such as an investment adviser or bank, and
that shares will be held, of record, in the name of such intermediary or a
related entity. Intermediaries may impose service or advisory fees, which are in
addition to those expenses borne by the Trust and described in this prospectus
under the heading "Expense Information." Investors should contact such
intermediary for information concerning what, if any, additional fees may be
charged.

The Trust may, at its discretion, permit investors to purchase shares of a
Portfolio through an exchange of securities. Any securities exchanged must meet
the investment objectives, policies and limitations of the Portfolio involved,
must have a readily ascertainable market value, must be liquid and must not be
subject to restrictions on resale. The market value of any securities exchanged
plus any cash, must be at least $250,000. Shares acquired through any such
exchange will not be redeemed until the transfer of securities to the Trust has
settled -- usually within 15 days following the purchase by exchange. The Trust
may, at its discretion, pay any portion of the redemption amount by a
distribution "in kind" of securities held in a Portfolio's investment portfolio.
Investors will incur brokerage charges on the sale of these portfolio
securities.

Shareholder Reports and Inquiries. Shareholders will receive semi-annual reports
containing unaudited financial statements as well as annual reports containing
financial statements which have been audited by the Trust's independent
accountants. Each shareholder will be notified annually as to the Federal tax
status of distributions made by the Portfolios in which such shareholder is
invested. Shareholders may contact the Trust by calling the telephone number, or
by writing to the Trust at the address, shown on the first page of this
prospectus

PORTFOLIO TRANSACTIONS AND VALUATION

Portfolio Transactions. Subject to the general supervision of the Board, each of
the Investment Managers is responsible for placing orders for securities
transactions for the Portfolio they serve. Purchases and sales of equity
securities will normally be conducted through brokerage firms entitled to
receive commissions for effecting such transactions. In placing orders, it is
the policy of the Trust to ensure that the most favorable execution for its
transactions is obtained. Where such execution may be obtained from more than
one broker or dealer, securities transactions may be directed to those who
provide research, statistical and other information to the Trust or the
Investment Managers. Purchases and sales of debt securities are expected to
occur primarily with issuers, underwriters or major dealers acting as
principals. Such transactions are normally effected on a net basis and do not
involve payment of brokerage commissions. The Trust has no obligation to enter
into securities transactions with any particular dealer, issuer, underwriter or
other entity. In addition, the Board may, to the extent consistent with the
Investment Company Act and other applicable law, authorize Investment Managers
to direct transactions to service organizations retained by the Trust or their
affiliates; under appropriate circumstances, such transactions may be used for
the purpose of offsetting fees otherwise payable by the Trust for custody,
transfer agency or other services.

<PAGE>

Valuation. The net asset value per share of the Portfolios is determined once on
each Business Day as of the close of the New York Stock Exchange, which is
normally 4 P.M. Eastern Time. Each Portfolio's net asset value per share is
calculated by adding the value of all securities and other assets of the
Portfolio, subtracting its liabilities and dividing the result by the number of
its outstanding shares. Those assets that are traded on an exchange or in the
over-the-counter market are valued based upon market quotations. Short-term
obligations with maturities of 60 days or less are valued at amortized cost,
which constitutes fair value as determined by the Trust's Board. Other assets
for which market quotations are not readily available are valued at their fair
value as determined in good faith by the Trust's Trustees. With the approval of
the Board, any of the Portfolios may use a pricing service, bank or
broker-dealer experienced in such matters to value the Portfolio's securities. A
more detailed discussion of net asset value and security valuation is contained
in the Statement of Additional Information.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividend and Capital Gain Distribution Options. It is anticipated that The Value
Equity Portfolio, The Growth Equity Portfolio and The Small Capitalization
Equity Portfolio will declare and distribute dividends from net investment
income on a quarterly basis. The Limited Duration Municipal Bond, Intermediate
Term Municipal Bond and Fixed Income Portfolios will declare and distribute
dividends from net investment income daily, with payments on a monthly basis.
The International Equity Portfolio will declare dividends from net investment
income semi-annually. Net realized capital gains, if any, will be distributed at
least annually for each Portfolio. Unless another distribution option is
elected, dividends and capital gain distributions will be credited to
shareholder accounts in additional shares of the Portfolio with respect to which
they are paid. Elections may be made by writing to the Trust c/o its Transfer
Agent. Elections must be received in writing by the transfer agent at least five
days prior to the payable date of the dividend in order for the election to be
effective for that dividend and on or before the record date of a distribution
in order to be effective for that distribution. In the event that a shareholder
redeems all shares in an account between the record date and the payable date,
the value of dividends or gain distributions declared and payable will be paid
in cash regardless of the existing election.

Dividends declared in October, November or December of any year payable to
shareholders of record on a specified date in such a month will be deemed for
tax purposes to have been received by the shareholders on December 31 of such
year, provided such dividends are paid during January of the following year.
Investors should also be careful to consider the tax implications of buying
shares just prior to a distribution. The price of shares purchased at that time
may reflect the amount of the forthcoming distribution. Those investors
purchasing just prior to a distribution may nevertheless be taxed on the entire
amount of the distribution received, although the distribution may have the
effect of reducing the market value of shares below the shareholder's cost. The
Trust will provide written notices to shareholders annually regarding the tax
status of distributions made by each Portfolio.

<PAGE>

Federal Taxes. The following discussion is only a brief summary of some of the
important Federal tax considerations generally affecting the Portfolios and
their shareholders and is not intended as a substitute for careful tax planning.
Dividends and distributions may also be taxable under state and local tax laws.
In addition, shareholders who are nonresident alien individuals, foreign trusts
or estates, foreign corporations or foreign partnerships may be subject to
different tax treatment under U.S. Federal income tax laws than shareholders who
are U.S. residents. Furthermore, future legislative or administrative changes or
court decisions may materially affect the tax consequences of investing in one
or more Portfolios of the Trust. Accordingly, shareholders are urged to consult
their tax advisers with specific reference to his or her particular tax
situation.

Each Portfolio intends to qualify annually to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended ("Code"). In order to do so, each Portfolio must distribute at least 90%
of its taxable income annually, and must derive at least 90% of its gross income
from its investment activities. So long as a Portfolio qualifies for this tax
treatment, that Portfolio will be not be subject to Federal income tax on
amounts distributed to shareholders.

Shareholders, however, will be subject to income or capital gains taxes on
distributed amounts (except for dividends that are treated as exempt from
regular Federal income taxes dividends such as those expected to be paid by the
Municipal Portfolios), regardless of whether such dividends and/or distributions
are paid in cash or reinvested in additional shares. Distributions paid by a
Portfolio out of long term capital gains are taxable to those investors subject
to income tax as long-term capital gains, regardless of the length of time an
investor has owned shares in the Portfolio; the rate at which such gains will be
taxed, however will depend on the length of time the Portfolio held the assets
that generated the gain. All other distributions, to the extent they are
taxable, are taxed to shareholders as ordinary income. A redemption of shares of
any Portfolio may also result in a capital gain or loss to the redeeming
shareholder. A loss incurred upon redemption of shares of any Portfolio of the
Trust (other than the Municipal Portfolios) held for six months or less will be
treated as long-term capital loss to the extent of capital gain dividends
received with respect to such shares.

Tax Matters Relating to the Municipal Portfolios. As a matter of fundamental
policy, The Limited Duration Municipal Bond and The Intermediate Term Municipal
Bond Portfolios intend to invest a sufficient portion of its assets in municipal
bonds and notes so that it will qualify to pay "exempt-interest
dividends."Exempt- interest dividends distributed to shareholders are excluded
from a shareholder's gross income for the purpose of calculating the
shareholder's regular Federal income taxes. Under certain circumstances,
however, receipt of exempt-interest dividends may be relevant to shareholders in
determining their tax liability. Exempt interest dividends paid by the Municipal
Portfolios, although exempt from regular income tax in the hands of a
shareholder of the Portfolio, are includable in the tax base for determining the
extent to which a shareholder's Social Security Benefits would be subject to
Federal income tax. Shareholders are required to disclose their receipt of
tax-exempt interest on their Federal income tax returns. In addition, a portion
of such dividends may be derived from income on "private activity" municipal
bonds and therefore may be a preference item under Federal tax law and subject
to the Federal alternative minimum tax. A loss incurred upon the redemption of
shares of the Municipal Portfolios held for six months or less will be
disallowed to the extent of exempt-interest dividends paid with respect to such
shares; any loss not so disallowed will be treated as a long-term capital loss
to the extent of capital gain dividends received with respect to such shares.
Also, dividends paid from gains realized by the Portfolio from the disposition
of a tax-exempt bond that was acquired after April 30, 1993 for a price less
than the principal amount of the bond is taxable to shareholders as ordinary
income to the extent of the accrued market discount.

<PAGE>

Tax Matters Relating to International Investments. Foreign currency gains and
losses realized by a Portfolio, including those from forward currency exchange
contracts and certain futures and options on foreign currencies, will increase
or decrease the Portfolio's investment company taxable income available to be
distributed to shareholders as ordinary income. If foreign currency losses
exceed other investment company taxable income during a taxable year, the
Portfolio would not be able to make any ordinary dividend distributions, and any
distributions made before the losses were realized but in the same taxable year
would be recharacterized as a return of capital to shareholders, thereby
reducing each shareholder's basis in shares of that Portfolio. A Portfolio may
be subject to foreign withholding taxes on income from certain foreign
securities, if any, held. If more than 50% of the total assets of this Portfolio
is invested in securities of foreign corporations, the Portfolio may elect to
pass-through to its shareholders their pro rata share of foreign taxes paid by
such Portfolio. If this election is made, shareholders will be (i) required to
include in their gross income their pro rata share of foreign source income
(including any foreign taxes paid by the Portfolio), and (ii) entitled to either
deduct (as an itemized deduction in the case of individuals) their share of such
foreign taxes in computing their taxable income or to claim a credit for such
taxes against their U.S. income tax, subject to certain limitations under the
Code.

Back-up Withholding; Dividends-Received Deduction. The Trust is required to
withhold 31% of taxable dividends, capital gains distributions, and redemptions
paid to shareholders who have not provided the Trust with their certified
taxpayer identification number in compliance with regulations adopted by the
Internal Revenue Service. Dividends paid from net investment income by the
Equity Portfolios will generally qualify in part for the corporate
dividends-received deduction available to corporate investors. The portion of
the dividends so qualified, however, depends on the aggregate qualifying
dividend income received by each such Portfolio from domestic (U.S.) sources.
Further information about tax matters relating to the Trust, including its
foreign investments, appears in the Statement of Additional Information under
the heading "Dividends, Distributions and Taxes."

PERFORMANCE INFORMATION

Yield and Effective Yield. From time to time, each of the Portfolios may quote
its "yield" and/or its "total return" in sales literature and in presentations
to prospective investors. These figures are based on historical earnings and are
not intended to indicate future performance. To arrive at a Portfolio's "yield,"
the net investment income generated by an investment in the Portfolio during a
30 day (or one month) period, is determined and the resulting figure is
annualized, (i.e. assumed to be the amount of income generated each week over a
52-week period) and expressed as a percentage of the initial investment. The
"effective yield" of a Portfolio is calculated in a similar manner but, when
annualized, the income earned by an investment in the Portfolio 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 yield of any
investment is generally a function of prevailing interest rates, portfolio
quality and maturity, type of investment and operating expenses. The yield on
shares of the Portfolio will fluctuate and is not necessarily representative of
future results. The Municipal Portfolios may also quote its tax-equivalent
yield; this figure is calculated by determining the pre-tax yield which, after
being taxed at a stated rate, would be equivalent to the yield determined as
described above.

<PAGE>

Average Annual Total Return. This figure shows the average percentage change in
value of a particular investment from the beginning date of the measuring period
to the end of the measuring period. The calculations required to determine
average total return will reflect changes in net asset value per share and
assume that any income dividends and/or capital gains distributions made during
the period were reinvested. Figures will be given for recent one, five and ten
year periods (if applicable), and may be given for other periods as well (such
as from commencement of operations, or on a year-by-year basis). In addition,
each Portfolio may present its total return over different periods by means of
aggregate, average, year-by-year or other types of total return figures, or
compare the yield or total return of a Portfolio to those of other mutual funds
with similar investment objectives and to other relevant indices. For example,
the performance of any of the Portfolios may be compared to the data prepared by
Lipper Analytical Services, Inc., a widely-recognized independent service that
monitors the performance of mutual funds. The Portfolios may also compare their
individual performance records to those of relevant indices, such as the
Standard & Poor's 500 Stock Index, the Russell 1000 Growth Stock Index, and the
Morgan Stanley Capital International Europe, Australia, Far East Index ("EAFE").

GENERAL

The Trust was organized as a Delaware business trust on December 15, 1994, and
is registered with the Securities and Exchange Commission as an open-end
diversified, series, management investment company. The Trust currently offers
shares of seven investment portfolios, each with a different objective and
differing investment policies. The Trust may organize additional investment
portfolios in the future. The Trust is authorized to issue an unlimited number
of shares, each with a par value of $.001. Under the Trust's Amended and
Restated Declaration of Trust, the Board has the power to classify or reclassify
any unissued shares from time to time, and to increase the number of authorized
shares. Each share of the respective Portfolios represents an equal
proportionate interest in that Portfolio. Each share is entitled to one vote for
the election of Trustees and any other matter submitted to a shareholder vote.
Voting rights are not cumulative and, accordingly, the holders of more than 50%
of the aggregate shares of the Trust may elect all of the Trustees. Shares of
the Trust do not have preemptive or conversion rights and, when issued for
payment as described in this prospectus, shares of the Trust will be fully paid
and non-assessable.

The Trust is authorized to issue two classes of shares in each of its
portfolios. Class A shares and Class B shares have identical rights and
preferences; the only difference between the two classes is that each has
established a separate CUSIP number, which aids those investment managers whose
clients purchase shares of the Trust in tracking information relating to their
clients' accounts.

As a Delaware business trust, the Trust is not required, and currently does not
intend, to hold annual meetings of shareholders except as required by the
Investment Company Act or other applicable law. The Investment Company Act
requires initial shareholder approval of each of the investment advisory
agreements, election of Trustees and, if the Trust holds an annual meeting,
ratification of the Board's selection of the Trust's independent public
accountants. Under certain circumstances, the law provides shareholders with the
right to call for a meeting of shareholders to consider the removal of one or
more Trustees. To the extent required by law, the Trust will assist in
shareholder communications in such matters.

Like other financial and business organizations, the Trust could be adversely
affected if the computer systems upon which the Trust relies do not properly
process date-related information and data involving the years 2000 and after.
The Board is taking steps to evaluate the potential impact of this on the Trust
and to obtain assurance from each of the Trust's service providers, including
each of the several Investment Managers responsible for making investment
decisions for the Trust's portfolios, that each such organization is taking all
steps reasonably necessary assure that their systems are able to process
date-related information for years after 1999. At this time, however, there can
be no assurance that these steps will be sufficient to avoid any impact on the
Trust.

<PAGE>

THE HIRTLE CALLAGHAN TRUST

TABLE OF CONTENTS

Expense Information
Financial Highlights
Investment Objectives and Policies
The Equity Portfolios
The Value Equity Portfolio
The Growth Equity Portfolio
The Small Capitalization Equity Portfolio
The International Equity Portfolio
The Fixed-Income Portfolios
The Limited Duration Municipal Bond Portfolio
The Intermediate Term Municipal Bond Portfolio
The Fixed Income Portfolio
Investment Practices and Risk Considerations
About Equity Securities
About Foreign Securities
About Fixed Income Securities About Taxable Fixed Income Securities About
Tax-Exempt Securities About Temporary Investment Practices About Illiquid
Securities About Hedging Strategies About Other Permitted Instruments Management
of the Trust Purchases and Redemptions Portfolio Transactions and Valuation
Dividends, Distributions and Taxes Performance Information General

No person has been authorized to give any information or to make representations
not contained in this prospectus in connection with any offering made by this
prospectus and, if given or made, such information must not be relied upon as
having been authorized by the Trust or its distributor. This prospectus does not
constitute an offering by the Trust or by its distributor in any jurisdiction in
which such offering may not lawfully be made.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

The Hirtle Callaghan Trust
575 E. Swedesford Road
Wayne, PA 19087

This statement of additional information is designed to supplement information
contained in the prospectus relating to The Hirtle Callaghan Trust ("Trust").
The Trust is an open-end, diversified, series, management investment company
registered under the Investment Company Act of 1940 ("Investment Company Act").
This document, although not a prospectus, is incorporated by reference in its
entirety in the Trust's prospectus and should be read in conjunction with the
Trust's prospectus dated July 1, 1998. A copy of that prospectus is available by
contacting the Trust at 610-254-9596.

Statement of Additional Information Heading PAGE Corresponding Prospectus
Heading
- - ------------------------------------------- ---- --------------------------------
<S> <C>
Management of the Trust Management of the Trust; General;
Expense Information
Further Information About the Trust's Investment Investment Objectives and
Policies
Policies Investment Practices and Risk
Considerations
Hedging through the Use of Options Investment Practices and Risk
Considerations: About Hedging
Strategies
Hedging through the Use of Investment Practices and Risk
Futures Contracts and Related Instruments Considerations: About Hedging
Strategies
Hedging through the Use of Investment Practices and Risk
Currency-Related Instruments Considerations: About Hedging
Strategies
Investment Restrictions Investment Objectives and Policies
Investment Practices and Risk
Considerations
Additional Purchases and Redemption Information Purchases and Redemptions
Portfolio Transactions and Valuation Portfolio Transactions and
Valuation
Dividends, Distributions and Taxes Dividends, Distributions and Taxes
Performance Information Performance Information
Financial Statements and Independent Accountants
Ratings Appendix
</TABLE>

This Statement of Additional Information does not contain all of the information
set forth in the registration statement filed by the Trust with the Securities
and Exchange Commission ("SEC") under the Securities Act of 1933. Copies of the
registration statement may be obtained at a reasonable charge from the SEC or
may be examined, without charge, at its offices in Washington, D.C.

The Trust's Annual Report to Shareholders dated June 30, 1997 and Semi-annual
Report dated December 31, 1997 accompany this Statement of Additional
Information and are incorporated by reference herein. The date of this Statement
of Additional Information is July 1, 1998.

<PAGE>

MANAGEMENT OF THE TRUST

Trustees and Officers. The Trust's Board of Trustees ("Board") is responsible
for the overall supervision and management of the business and affairs of the
Trust, including (i) the selection and general supervision of those investment
advisory organizations ("Investment Managers") retained by the Trust to provide
portfolio management services to each of its separate investment portfolios
(each a "Portfolio"); and (ii) for Portfolios for which more than one Investment
Manager has been retained, allocation of that Portfolio's assets among such
Investment Managers. In particular, the Board may, from time to time, allocate
portions of a Portfolio's assets between or among several Investment Managers,
each of whom may have a different investment style and/or investment selection
discipline. The Board also may reallocate a Portfolio's assets among such
Investment Managers, or terminate particular Investment Managers, if the Board
deems it appropriate to do so in order to achieve the overall objectives of the
Portfolio involved. In addition, the Board may retain additional Investment
Managers on behalf of a Portfolio subject to the approval of the shareholders of
that Portfolio in accordance with the Investment Company Act. Day-to-day
operations of the Trust are the responsibility of the Trust's officers, who are
elected by, and serve at the pleasure of, the Board. The name and principal
occupation for the past five years of each of the Trust's current officers and
trustees are set forth below; unless otherwise indicated, the business address
of each is 575 East Swedesford Road Wayne, PA 19087.

<TABLE>
<CAPTION>
Name, Business Address and Age Position with the Trust Principal Occupation for
the Last Five Years
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
*Donald E. Callaghan 51 Chairman of the Board of For more than the past five years,
Trustees and President Principal, Hirtle Callaghan & Co., Inc.

Ross H. Goodman 50 Trustee For more than the past five years,
Mr. Goodman has been Vice
President of American Industrial
Management & Sales, Inc.

*Jonathan J. Hirtle 45 Trustee For more than the past five years,
Principal, Hirtle Callaghan & Co., Inc.

Jarrett Burt Kling 55 Trustee For more than the past five years,
Mr. Kling has been associated with CRA
Real Estate Securities, L.P. and its
affiliate, Radnor Advisers, Inc. a
Mr. Kling is general partner of TDH II
and a special limited partner of TDH III
(venture capital limited partnerships)
since 1983.

<PAGE>

*David M. Spungen 36 Trustee For more than the past five years,
1926 Arch Street Mr. Spungen has been associated
Philadelphia, PA 19103-1484 with The CMS Companies (financial
services). Mr. Spungen currently
serves as Director of CMS
Capital Management, (a division of CMS
Investment Resources, Inc.)

Richard W. Wortham, III 59 Trustee For more than the past five years,
President, Video Rental of
Pennsylvania, Inc. and its parent,
Houston VMC, Inc. Mr.
Wortham is also a trustee of the
Wortham Foundation and
the Museum of Fine Arts, Houston.

Robert Zion 36 Vice President and Treasurer Mr. Zion is a Principal of Hirtle
Callaghan, and has been employed
by that firm for more than
the last five years.

Laura Anne Corsell, Esq. 49 Secretary Ms. Corsell is an attorney in
7307 Elbow Lane private practice. From 1989
Philadelphia, PA 19119 through 1994, Ms. Corsell was
associated with the law firm of
Ballard Spahr Andrews and
Ingersoll, as counsel.
</TABLE>

* Indicates a Trustee who is an "interested person" of the Trust within the
meaning of the Investment Company Act.

<PAGE>

Each of those members of the Board who are not "interested persons" of the Trust
within the meaning of the Investment Company Act ("Independent Trustees")
receive from the Trust a fee of $1,000.00 per meeting of the Board attended and
are reimbursed for expenses incurred in connection with each such meeting. Those
members of the Board who are "interested persons" of the Trust and the Trust's
officers receive no compensation from the Trust for performing the duties of
their respective offices. The table below, which is required to be included in
this Statement of Additional by the SEC, shows the aggregate compensation
received from the Trust by each of the Independent Trustees during the fiscal
year ending June 30, 1997 (excluding reimbursed expenses).

<TABLE>
<CAPTION>
Pension/ Estimated
Aggregate Retirement Benefits Upon
Name and Compensation Benefits Retirement From Total Compensation
Position From Trust From Trust From Trust From Trust
- - ----------------------- ------------ ---------- --------------- ------------------
<S> <C> <C> <C> <C>
Ross H. Goodman $3000.00 $0.0 $0.0 $3000.00

Jarrett Burt Kling 3000.00 0.0 0.0 3000.00

Richard W. Wortham, III 3000.00 0.0 0.0 3000.00
</TABLE>

As permitted under the Trust's Amended and Restated Declaration and Agreement of
Trust and by-laws, the Board has established an executive committee and has
appointed Messrs. Callaghan, Hirtle and Spungen to serve on that committee.
Under the Trust's by-laws, the executive committee is authorized to act for the
full Board in all matters for which the affirmative vote of a majority of the
Board of the Trust's Independent Trustees is not required under the Investment
Company Act or other applicable law. All of the officers and trustees of the
Trust own in the aggregate, less than one percent of the outstanding shares of
the shares of the respective Portfolios of the Trust. During the fiscal year
ended June 30, 1997, Ms. Corsell received fees for legal services rendered to
the Trust (including related out-of-pocket expenses) of $49,324.00.

<PAGE>

Investment Advisory Arrangements. As described in the prospectus, Hirtle,
Callaghan & Co., Inc. ("Hirtle Callaghan") has entered into a written consulting
agreement with the Trust ("HCCI Consulting Agreement"). The HCCI Consulting
Agreement was approved by the Trust's initial shareholder on July 21, 1995,
following the approval of the Trust's Board (including a majority of the Trust's
Independent Trustees) at a meeting of the Board held on July 20, 1995; that
agreement was last approved by the Trust's Board on May 6, 1997. The HCCI
Consulting Agreement will remain in effect until its second anniversary, unless
sooner terminated and will continue from year to year so long as such
continuation is approved, at a meeting called for the purpose of voting on such
continuance, at least annually (i) by vote of a majority of the Trust's Board or
the vote of the holders of a majority of the outstanding securities of the
Trust; and (ii) by a majority of the Independent Trustees, by vote cast in
person. The HCCI Consulting Agreement may be terminated at any time, without
penalty, either by the Trust or by Hirtle Callaghan, upon sixty days' written
notice and will automatically terminate in the event of its assignment as
defined in the Investment Company Act. The HCCI Consulting Agreement permits the
Trust to use the name "Hirtle Callaghan." In the event, however, the HCCI
Consulting Agreement is terminated, Hirtle Callaghan has the right to require
the Trust to discontinue any references to the name "Hirtle Callaghan" and to
change the name of the Trust as soon as is reasonably practicable. The HCCI
Consulting Agreement further provides that HCCI will not be liable to the Trust
for any error, mistake of judgment or of law, or loss suffered by the Trust in
connection with the matters to which the HCCI Consulting Agreement relates
(including any action of any Hirtle Callaghan officer or employee in connection
with the service of any such officer or employee as an officer of the Trust),
whether or not any such action was taken in reliance upon information provided
to the Trust by Hirtle Callaghan, except losses that may be sustained as a
result of willful misfeasance, reckless disregard of its duties, bad faith or
gross negligence on the part of Hirtle Callaghan.

Portfolio Management Contracts. The Trust has also entered into investment
advisory contracts ("Portfolio Management Contracts") on behalf of each of the
Portfolios with one or more of the Investment Managers. Each contract governs
the relationship between the IM named in the contract and the specific portfolio
served by that merger. Such contracts and the portfolios to which they are
related are:

The Value Equity Portfolio Hotchkis and Wiley ("Hotchkis")
Institutional Capital Corporation ("ICAP")

The Growth Equity Portfolio Jennnison Associates LLC ("Jennison")
Goldman Sachs Asset Management ("GSAM")

The Small Capitalization
Equity Portfolio Geewax, Terker and Co. ("Geewax")
Frontier Capital Management Company ("Frontier")
The International
Equity Portfolio Brinson Partners, Inc. ("Brinson")

The Limited Duration
Municipal Bond Portfolio Morgan Grenfell Capital
Management Incorporated ("Morgan Grenfell")
The Intermediate Term
Municipal Bond Portfolio Morgan Grenfell

The Fixed Income Portfolio Morgan Grenfell

<PAGE>

The Initial Contracts.
- - ---------------------

Certain of these Portfolio Management Contracts have been in effect and
unchanged since the inception of the Trust. These Portfolio Management Contracts
(collectively the "Initial Contracts") are those between the Trust and Jennison,
Frontier and Brinson, as well as the contracts between Morgan Grenfell and The
Limited Duration Municipal Bond Portfolio. Each of the Initial Contracts was
approved by the Trust's initial shareholder on July 21, 1995, following that
approval of the Trust's Board (including the Independent Trustees) at a meeting
of the Board held on July 20, 1995; each such agreement was last approved by the
Trust's Board on May 6, 1997, and again on May 5, 1998. Each such contract will
remain in effect from year to year so long as such continuation is approved, at
a meeting called to vote on such continuance, at least annually (i) by vote of a
majority of the Trust's Board or the vote of the holders of a majority of the
outstanding securities of the Trust; and (ii) by a majority of the Independent
Trustees, by vote cast in person. Each of the Initial Contracts may be
terminated at any time, without penalty, either by the Trust or by the
respective Investment Managers named in the contract, in each case upon sixty
days' written notice, and each will automatically terminate in the event of its
assignment, as that term is defined in the Investment Company Act.

Each of the Initial Contracts provides that the named Investment Manager will,
subject to the overall supervision of the Board, provide a continuous investment
program for the assets of the Portfolio to which such contract relates, or that
portion of such assets as may be, from time to time allocated to such Investment
Manager. The Portfolio Managers are responsible, among other things, for the
provision of investment research and management of all investments and other
instruments and the selection of brokers and dealers through which securities
transactions are executed. Each of the 1995 Contracts provides that the named
Investment Manager will not be liable to the Trust for any error of judgment or
mistake of law on the part of the Investment Manager, or for any loss sustained
by the Trust in connection with the purchase or sale of any instrument on behalf
of the named Portfolio, except losses that may be sustained as a result of
willful misfeasance, reckless disregard of its duties, misfeasance, bad faith or
gross negligence on the part of the named Investment Manager.

The Subsequent Agreements and Amendments.
- - -----------------------------------------

The agreement between ICAP and the Trust relating to The Value Equity Portfolio
("ICAP Agreement") was first approved by the Trust's initial shareholder on July
21, 1995, and by the Board on July 20, 1995. An amendment to the ICAP Agreement
was approved by shareholders of The Value Equity Portfolio on January 12, 1998,
and by the Trust's Board on November 21, 1997. Pursuant to the amendment, the
fee payable to ICAP by The Value Equity Portfolio was increased from .30% of the
average net assets of that portion of the Portfolio managed by ICAP to .35% of
such assets. The amendment first became effective on February 2, 1998. The ICAP
Agreement, as amended, was last approved by the Board of Trustees and by the
Board on May 5, 1998. The terms and conditions of the ICAP Agreement are
identical to those of the Initial Contracts.

The agreement between Brinson and the Trust relating to The International Equity
Portfolio ("Brinson Agreement") was first approved by the Trust's initial
shareholder on July 21, 1995, and by the Board on July 20, 1995. An amendment to
the Brinson Agreement was approved by the Trust's Board on May 5, 1998. Pursuant
to the amendment, the fee payable to Brinson by The International Equity
Portfolio was reduced at asset levels over $200 millon. The new fee schedule,
which first became effective on May 6, 1998, is as follows: .40% of the
Portfolio's average net assets of $200 million or less; .35% of such assets over
$200 million up to $300 million; and .30% of such assets over $300 million. The
terms and conditions of the Brinson Agreement are identical to those of the
Initial Contracts and were last approved by the Board on May 5, 1998.

<PAGE>

The remaining Portfolio Management Contracts, each of which first became
effective after the Trust commenced operations (collectively the " Subsequent
Contracts") are the agreements between the Trust and Hotchkis, Geewax and GSAM,
as well as those between the Trust and Morgan Grenfell relating to The Fixed
Income and Intermediate Term Municipal Bond Portfolios, respectively.

The agreement between Hotchkis and the Trust relating to The Value Equity
Portfolio ("Hotchkis Agreement") was approved by the Board (including the
Independent Trustees) on July 19, 1996, and by the shareholders of The Value
Equity Portfolio on October 23, 1996. The Hotchkis Agreement first became
effective on November 12, 1996. The Hotchkis Agreement will remain in effect
until its second anniversary, and will continue in effect thereafter from year
to year so long as such continuation is approved, at a meeting called for the
purpose of voting on such continuance, at least annually (i) by vote of a
majority of the Trust's Board or the vote of the holders of a majority of the
outstanding securities of the Trust; and (ii) by a majority of the Independent
Trustees, by vote cast in person.

The terms and conditions set forth in the Hotchkis Agreement are identical to
those contained in the Initial Contracts except for the description of the
portfolio manager, the effective and termination dates, and the modification of
certain notice provisions relating to the obligation of Hotchkis to indemnify
the Trust under certain circumstances. Specifically, Section 5 of the Hotchkis
Agreement provides that the indemnification obligation of the portfolio manager
with respect to information provided to the Trust by Hotchkis L.P. in writing
for use in the Trust's registration statement and certain other documents shall
not apply unless the portfolio manager has had an opportunity to review such
documents for a specified period of time prior to the date on which they are
filed with the SEC and unless the portfolio manager is notified in writing of
any claim for indemnification within specified periods. From July 29, 1996,
until November 12, 1996, Hotchkis' predecessor limited partnership served as a
portfolio manager of The Value Equity Portfolio pursuant to an agreement ("15a-4
Agreement") approved by the Board at a meeting held on July 19, 1996. The 15a-4
Agreement became effective on July 29, 1996, the date on which a similar
contract ("Prior Agreement") with a former portfolio manager for the Portfolio
was terminated, and was approved by the shareholders of The Value Equity
Portfolio on October 23, 1996, in the manner contemplated under rule 15a-4 of
the Investment Company Act. The 15a-4 Agreement is identical to the Hotchkis
Agreement except for the name of the advisory organization and the terms
relating to effective dates. The Hotchkis Agreement is identical to the Prior
Agreement except for the name of the advisory organization, effective dates and
the modification of notice provisions relating to the Trust's right of
indemnification, as noted above. Prior to November 12, 1996, Hotchkis was an
independent California limited partnership. On November 11, 1996, all of the
interests in that partnership were acquired by Merrill Lynch & Co., ("ML") and
the limited partnership became a division of Merrill Lynch Asset Management LP.,
a company controlled by ML. In accordance with the Investment Company Act, the
consummation of that acquisition terminated the 15a-4 Agreement; at the same
time, and in accordance with the terms of the 15a-4 Agreement and the Hotchkis
Agreement, the Hotchkis Agreement became effective. ML is a public company whose
shares are traded on the New York Stock Exchange.

The agreement between GSAM and the Trust relating to The Growth Equity Portfolio
("GSAM Agreement") was approved by the Board, (including the Independent
Trustees) on September 12, 1997, and by the shareholders of The Growth Equity
Portfolio on January 12, 1998. The GSAM

<PAGE>

Agreement first became effective on October 1, 1997. The GSAM Agreement will
remain in effect until its second anniversary, and will continue in effect
thereafter from year to year so long as such continuation is approved, at a
meeting called for the purpose of voting on such continuance, at least annually
(i) by vote of a majority of the Trust's Board or the vote of the holders of a
majority of the outstanding securities of the Trust; and (ii) by a majority of
the Independent Trustees, by vote cast in person. The terms and conditions set
forth in the GSAM Agreement are identical to those contained in the Portfolio
Management Contracts except for the description of the portfolio manager, the
effective and termination dates, and the modification of certain notice
provisions relating to the obligation of GSAM to indemnify the Trust under
certain circumstances. Specifically, Section 5 of the GSAM Agreement provides
that the indemnification obligation of the portfolio manager with respect to
information provided to the Trust by GSAM shall not apply unless the portfolio
manager has had an opportunity to review such documents for a specified period
of time prior to the date on which they are filed with the SEC and unless the
portfolio manager is notified in writing of any claim for indemnification within
specified periods. That section also provides that the Trust will indemnify the
Portfolio Manager with respect to information included in filings made with the
SEC by the Trust, other than information relating to, and provided in writing
by, the Portfolio Manager.

The Board, at its meeting held on November 21, 1997, and the shareholders of The
Growth Equity Portfolio, at a meeting held on January 12, 1998, also
conditionally approved an amendment ("Performance Fee Amendment"). Under the
Performance Fee Amendment, GSAM would be entitled to receive a base fee ("Base
Fee") calculated at the annual rate of .30% (or 30 basis points) of the average
net assets of that portion of the Growth Portfolio's assets assigned to GSAM
("GSAM Account"). After an initial one year period, the Base Fee would be
increased or decreased at an annual rate of 25% of the net value added by GSAM
over the total return of the Russell 1000 Growth Index plus 30 basis points
during the 12 months immediately preceding the calculation date. This 30 basis
point "performance hurdle" is designed to assure that GSAM will earn a
performance adjustment only with respect to the value that its portfolio
management adds to the GSAM Account. GSAM's total compensation under the
Performance Fee Amendment could not exceed 50 basis points with respect to any
12 month period; the minimum annual fee that would be payable to GSAM under the
amended agreement is 10 basis points. In addition, the Performance Fee Amendment
will not take effect unless and until certain relief is obtained from the SEC
from certain rules adopted by the SEC. The relief sought would permit the
proposed performance compensation to be based on the gross performance of that
portion of the Portfolio's assets assigned by the Board to GSAM. There can be no
assurance that the SEC will grant such relief. If the Performance Fee Amendment
is implemented, it could increase or decrease the fee currently payable to GSAM
and GSAM could earn a positive performance adjustment in declining markets if
the decline in the total return of the GSAM Account is less than the decline in
the total return of the Russell 1000 Growth Index.

The Agreement between Geewax and the Trust relating to The Small Capitalization
Portfolio ("Geewax Agreement")was first approved by a majority of the Board,
including a majority of the Independent Trustees at a special meeting of the
Board held on March 18, 1998. The Geewax Agreement became effective as permitted
under Rule 15a-4 of the Investment company Act, on April 1, 1998. Shareholders
of The Small Capitalization Portfolio approved the Geewax Agreement at a meeting
held on June 15, 1998.

The Geewax Agreement will remain in effect until the second anniversary of its
effective date, and will continue in effect thereafter from year to year so long
as such continuation is approved, at a meeting called for the purpose of voting
on such continuance, at least annually (i) by vote of a majority of the Trust's
Board or the vote of the holders of a majority of the outstanding securities of
the Trust; and (ii) by a majority of the Independent Trustees, by vote cast in
person. The terms and conditions set forth in the Geewax Agreement are identical
to those contained in the Initial

<PAGE>

Contracts except for the description of the portfolio manager, the effective and
termination dates, and the modification of certain notice provisions relating to
the obligation of Geewax to indemnify the Trust under certain circumstances.
Specifically, Section 5 of the Geewax Agreement provides that the
indemnification obligation of the portfolio manager with respect to information
provided to the Trust by Geewax in writing for use in the Trust's registration
statement and certain other documents shall not apply unless the portfolio
manager has had an opportunity to review such documents for a specified period
of time prior to the date on which they are filed with the SEC and unless the
portfolio manager is notified in writing of any claim for indemnification within
specified periods.

The agreements between Morgan Grenfell and the Trust relating to The Fixed
Income and Intermediate Term Municipal Bond Portfolios were first approved by a
majority of the Board, including a majority of the Independent Trustees at a
held on November 4, 1997 and by the initial shareholder of such portfolios on
July 1, 1998. Each such agreement first became effective July 1, 1998. The
Agreements between Morgan Grenfell and the Trust relating to The Fixed Income
and the Intermediate Term Municipal Bond Portfolios will remain in effect until
the second anniversary of each, and will continue in effect thereafter from year
to year so long as such continuation is approved, at a meeting called for the
purpose of voting on such continuance, at least annually (i) by vote of a
majority of the Trust's Board or the vote of the holders of a majority of the
outstanding securities of the Trust; and (ii) by a majority of the Independent
Trustees, by vote cast in person. The terms and conditions set forth in these
agreements are identical to those contained in the Initial Contracts except for
the description of the portfolio manager, the effective and termination dates,
and the modification of certain notice provisions relating to the obligation of
Morgan Grenfell to indemnify the Trust under certain circumstances.
Specifically, Section 5 of the Morgan Grenfell Agreement provides that the
indemnification obligation of the portfolio manager with respect to information
provided to the Trust by Morgan Grenfell in writing for use in the Trust's
registration statement and certain other documents shall not apply unless the
portfolio manager has had an opportunity to review such documents for a
specified period of time prior to the date on which they are filed with the SEC
and unless the portfolio manager is notified in writing of any claim for
indemnification within specified periods.

Investment Advisory Fees. For the fiscal year ended June 30, 1997, Hirtle
Callaghan received advisory fees from each of the Portfolios, calculated at an
annual rate of .05%, as follows: The Value Equity Portfolio, $44,605; The Growth
Equity Portfolio, $ 65,417; The Small Capitalization Portfolio, $41,020; The
International Equity Portfolio, $52,703; and The Limited Duration Municipal Bond
Portfolio, $16,428. For the fiscal year ended June 30, 1996, Hirtle Callaghan
received advisory fees from each of the Portfolios, calculated at an annual rate
of .05%, as follows: The Value Equity Portfolio, $24,343; The Growth Equity
Portfolio, $34,071; The Small Capitalization Portfolio, $16,940; The
International Equity Portfolio, $24,436; and The Limited Duration Municipal Bond
Portfolio, $7,628. The foregoing figures reflect voluntary expense
reimbursements by Hirtle Callaghan to the Small Capitalization and Limited
Duration Portfolios of $24,082 and $36,701, respectively for the year ended June
30, 1996.

The following table sets forth the investment advisory fee received from the
specified Portfolio by each of its respective Investment Managers during the

<PAGE>

fiscal years ended June 30, 1997 and June 30, 1996, respectively:
<TABLE>
<CAPTION>

Actual Fee Paid for
Investment Manager Portfolio Advisory Fee Rate (1) fiscal year ended
1997 1996
- - ----------------- --------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Institutional Value Equity .30% of average $150,281 $ 94,103
Capital Corporation net assets (2)

Hotchkis and Wiley (3) Value Equity .30% of average $118,592 -0-
net assets

Jennison Associates LLC Growth Equity .30% of average $210,125 $102,397
net assets

Westfield Capital Growth Equity .30% of average $179,941 $102,030
Management Co. (4) net assets

Clover Capital Small Cap .45% of average $185,827 $ 86,448
Management, Inc.(5) net assets

Frontier Capital Small Cap .45% of average $187,263 $ 66,017
Management Co. net assets

Brinson Partners (6) International .40% of average $424,428 $195,488
net assets up to
$200 million;
.35% over $200
millon up to $300;
.30% over $300
million

Morgan Grenfell Limited .20% of average $ 64,927 $ 30,513
Capital Management Duration net assets
Incorporated (7)
</TABLE>
- - -------------------
(1) Rate shown applies to that portion of the indicated portfolio's assets
allocated to the specified Investment Manager.

(2) The fee payable to ICAP by The Value Equity Portfolio was increased .35% of
that portion of the average daily net assets of The Value Equity Portfolio
managed by ICAP. Such increase first became effective on February 2, 1998.

(3) Effective July 29, 1996, Hotchkis and Wiley replaced Cowen Asset
Management. For the fiscal year ended June 30, 1996, The Growth Equity
Portfolio paid advisory fees to Cowen Asset Management in the amount of
$51,954 of that portfolio's average net assets.

(4) Effective October 1, 1997, Goldman Sachs Asset Management replaced
Westfield Capital Management, Inc. GSAM received compensation from the
Trust with respect to the period from October 1, 1997 and ended December
31, 1997 of $45,563.54.

(5) Effective April 1, 1998, Geewax, Terker & Co. replaced Clover Capital
Management, Inc. Geewax received no compensation from the Trust during the
periods reflected in the table above.

(6) The fee payable to Brinson by The International Equity Portfolio was
decreased at asset levels over $200 million effective May 6, 1998.

(7) No information is provided for the Fixed Income Portfolio or the
Intermediate Term Municipal Bond Portfolio, neither of which had commenced
operations during the periods reflected in the table above.

Other Matters. BISYS Fund Services LP ("BISYS") serves as the Trust's principal
underwriter pursuant to an agreement approved by the Board on July 19, 1996.
BISYS does not receive any underwriting fees or other compensation

<PAGE>

for serving as the distributor of the Trust's shares. Pursuant to separate
agreements, BISYS has also, since January 1, 1997, provided administrative and
other services for the Trust; these services and relevant agreements are
described in the Trust's prospectus. For the fiscal year ended June 30, 1997,
BISYS received for such services, fees from each of the Portfolios, as follows:
The Value Equity Portfolio, $89,565; The Growth Equity Portfolio, $130,138; The
Small Capitalization Portfolio, $41,020; The International Equity, Portfolio,
$52,703; and The Limited Duration Municipal Bond Portfolio, $31,952 (all of
which was voluntarily waived by BISYS).

FURTHER INFORMATION ABOUT THE TRUST'S INVESTMENT POLICIES

As stated in the prospectus, the Trust currently consists of seven portfolios,
each with its own investment objectives and policies. These portfolios are The
Value Equity, Growth Equity, Small Capitalization Equity and International
Equity Portfolios (collectively, the "Equity Portfolios") and The Fixed Income,
Limited Duration Municipal Bond and Intermediate Municipal Bond Portfolios
(collectively, the "Fixed-Income Portfolios"). The following discussion
supplements the discussion of the investment policies of each of the Portfolios
as set forth in the prospectus and the types of securities and other instruments
in which the respective Portfolios may invest.

Repurchase Agreements. As noted in the prospectus, among the instruments that
each of the Portfolios may use for temporary investment purposes are repurchase
agreements. Under the terms of a typical repurchase Agreement, a Portfolio would
acquire an underlying debt security for a relatively short period (usually not
more than one week), subject to an obligation of the seller to repurchase that
security and the obligation of the Portfolio to resell that security at an
agreed-upon price and time. Repurchase agreements could involve certain risks in
the event of default or insolvency of the other party, including possible delays
or restrictions upon the Portfolio's ability to dispose of the underlying
securities. The Investment Manager for each Portfolio, in accordance with
guidelines adopted by the Board, monitors the creditworthiness of those banks
and non-bank dealers with which the respective Portfolios may enter into
repurchase agreements. The Trust also monitors the market value of the
securities underlying any repurchase agreement to ensure that the repurchase
obligation of the seller is adequately collateralized.

Repurchase agreements may be entered into with primary dealers in U.S.
Government Securities who meet credit guidelines established by the Board (each
a "repo counterparty"). Under each repurchase Agreement, the repo counterparty
will be required to maintain, in an account with the Trust's custodian bank,
securities that equal or exceed the repurchase price of the securities subject
to the repurchase Agreement. A Portfolio will generally enter into repurchase
agreements with short durations, from overnight to one week, although securities
subject to repurchase agreements generally have longer maturities. A Portfolio
may not enter into a repurchase agreement with more than seven days to maturity
if, as a result, more than 15% of the value of its net assets would be invested
in illiquid securities including such repurchase agreements. For purposes of the
Investment Company Act, a repurchase agreement may be deemed a loan to the repo
counterparty. It is not clear whether, in the context of a bankruptcy proceeding
involving a repo counterparty, a court would consider a security acquired by a
Portfolio subject to a repurchase Agreement as being owned by that Portfolio or
as being collateral for such a "loan." If a court were to characterize the
transaction as a loan, and a Portfolio has not perfected a security interest in
the security acquired, that Portfolio could be required to turn the security
acquired over to the bankruptcy trustee and be treated as an unsecured creditor
of the repo counterparty. As an unsecured creditor, the Portfolio would be at
the risk of losing some or all of the principal and income involved in the
transaction. In the event of any such bankruptcy or insolvency proceeding
involving a repo counterparty with whom a Portfolio has outstanding repurchase
agreements a Portfolio may encounter delays and incur costs before being able to
sell securities acquired subject to such repurchase agreements. Any such delays
may involve loss of interest or a decline in price of the security so acquired.

<PAGE>

Apart from the risk of bankruptcy or insolvency proceedings, there is also the
risk that the repo counterparty may fail to repurchase the security. However, a
Portfolio will always receive as collateral for any repurchase agreement to
which it is a party securities acceptable to it, the market value of which is
equal to at least 100% of the repurchase price, and the Portfolio will make
payment against such securities only upon physical delivery or evidence of book
entry transfer of such collateral to the account of its custodian bank. If the
market value of the security subject to the repurchase agreement falls below the
repurchase price the Trust will direct the repo counterparty to deliver to the
Trust's custodian additional securities so that the market value of all
securities subject to the repurchase agreement will equal or exceed the
repurchase price.

Variable and Floating Rate Instruments. As noted in the prospectus, among the
instruments that each of the Portfolios may use for temporary investment
purposes are short-term variable rate instruments (including floating rate
instruments) from banks and other issuers. In addition, each of the Income
Portfolios may purchase longer-term variable and floating rate instruments in
furtherance of the investment objectives of the respective Income Portfolios. A
"variable rate instrument" is one whose terms provide for the adjustment of its
interest rate on set dates and which, upon such adjustment, can reasonably be
expected to have a market value that approximates its par value. A "floating
rate instrument" is one whose terms provide for the adjustment of its interest
rate whenever a specified interest rate changes and which, at any time, can
reasonably be expected to have a market value that approximates its par value.
These instruments may include variable amount master demand notes that permit
the indebtedness to vary in addition to providing for periodic adjustments in
the interest rates.

Variable rate instruments are generally not rated by nationally recognized
ratings organizations (each, an "NRSRO"). The appropriate Investment Manager
will consider the earning power, cash flows and other liquidity ratios of the
issuers and guarantors of such instruments and, if the instrument is subject to
a demand feature, will continuously monitor their financial ability to meet
payment on demand. Where necessary to ensure that a variable or floating rate
instrument is equivalent to the quality standards applicable to a Portfolio's
fixed income investments, the issuer's obligation to pay the principal of the
instrument will be backed by an unconditional bank letter or line of credit,
guarantee or commitment to lend. Any bank providing such a bank letter, line of
credit, guarantee or loan commitment will meet the Portfolio's investment
quality standards relating to investments in bank obligations. A Portfolio will
invest in variable and floating rate instruments only when the appropriate
Investment Manager deems the investment to involve minimal credit risk. The
Investment Manager will also continuously monitor the creditworthiness of
issuers of such instruments to determine whether a Portfolio should continue to
hold the investments.

The absence of an active secondary market for certain variable and floating rate
notes could make it difficult to dispose of the instruments, and a Portfolio
could suffer a loss if the issuer defaults or during periods in which a
Portfolio is not entitled to exercise its demand rights. Variable and floating
rate instruments held by a Portfolio will be subject to the Portfolio's
limitation on investments in illiquid securities when a reliable trading market
for the instruments does not exist and the Portfolio may not demand payment of
the principal amount of such instruments within seven days. If an issuer of a
variable rate demand note defaulted on its payment obligation, a Portfolio might
be unable to dispose of the note and a loss would be incurred to the extent of
the default.

<PAGE>

Custodial Receipts. The Fixed Income Portfolio may acquire U.S. Government
Securities and their unmatured interest coupons that have been separated
("stripped") by their holder, typically a custodian bank or investment brokerage
firm. Having separated the interest coupons from the underlying principal of the
U.S. Government Securities, the holder will resell the stripped securities in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" ("TIGRs") and "Certificate of Accrual on Treasury
Securities" ("CATS"). The stripped coupons are sold separately from the
underlying principal, which is usually sold at a deep discount because the buyer
receives only the right to receive a future fixed payment on the security and
does not receive any rights to periodic interest (cash) payments. The underlying
U.S. Treasury bonds and notes themselves are generally held in book-entry form
at a Federal Reserve Bank. Counsel to the underwriters of these certificates or
other evidences of ownership of U.S. Treasury securities have stated that, in
their opinion, purchasers of the stripped securities most likely will be deemed
the beneficial holders of the underlying U.S. Government Securities for federal
tax and securities purposes. In the case of CATS and TIGRs, the Internal Revenue
Service ( the "IRS") has reached this conclusion for the purpose of applying the
tax diversification requirements applicable to regulated investment companies
such as the Portfolios. CATS and TIGRs are not considered U.S. Government
Securities by the staff of the Commission. Further, the IRS conclusion noted
above is contained only in a general counsel memorandum, which is an internal
document of no precedential value or binding effect, and a private letter
ruling, which also may not be relied upon by the Portfolios. The Trust is not
aware of any binding legislative, judicial or administrative authority on this
issue.

When-Issued Securities. As noted in the prospectus, Fixed Income Securities may
be purchased on a "when-issued" basis. The price of securities purchased on a
when-issued basis, which may be expressed in yield terms, is fixed at the time
the commitment to purchase is made, but delivery and payment for the when-
issued securities takes place at a later date. Normally, the settlement date
occurs within one month of the purchase. During the period between purchase and
settlement, no payment is made by the purchaser to the issuer and no interest
accrues to the purchaser. Thus, to the extent that assets are held in cash
pending the settlement of a purchase of securities, the purchaser would earn no
income. At the time a commitment to purchase a security on a when-issued basis
is made, the transaction is recorded and the value of the security will be
reflected in determining net asset value. The market value of the when-issued
securities may be more or less than the purchase price. The Trust does not
believe that net asset value or income will be adversely affected by the
purchase of securities on a when-issued basis.

Municipal Securities. As stated in the prospectus, The Limited Duration
Municipal Bond Portfolio and The Intermediate Term Municipal Bond Portfolio
(collective, the "Municipal Portfolios"), and to a lesser extent, The Fixed
Income Portfolio, may invest in municipal securities. Municipal securities
consist of bonds, notes and other instruments issued by or on behalf of states,
territories and possessions of the United States (including the district of
Columbia) and their political subdivisions, agencies or instrumentalities, the
interests on which is exempt from regular federal tax. Municipal securities may
also be issued on a taxable basis.

The two principal classifications of municipal securities are "general
obligations" and "revenue obligations." General obligations are secured by the
issuer's pledge of its full faith and credit for the payment of principal and
interest although the characteristics and enforcement of general obligations may
vary according to law applicable to the particular issuer. Revenue obligations,
which include, but are not limited to, private activity bonds, resource recovery
bonds, certificates of participation and certain municipal notes, are not backed
by the credit and taxing authority of the issuer and are payable solely from the
revenues derived from a particular facility or class of facilities or, in some
cases, from the proceeds of a special excise or other specific revenue source.
Nevertheless, the obligations of the issuers with

<PAGE>

respect to "general obligations" and/or "revenue obligations. may be backed by a
letter of credit, guarantee or insurance. General obligations and revenue
obligations may be issued in a variety of forms, including commercial paper,
fixed, variable and floating rate securities, tender option bonds, auction rate
bonds and capital appreciation bonds. In addition to general obligations and
revenue obligations, there is a variety of hybrid and special types of municipal
securities. There are also numerous differences in the credit backing of
municipal securities both within and between these two principal
classifications. For the purpose of applying a Portfolio's investment
restrictions, the identification of the issuer of a municipal security which is
not a general obligation is made by the appropriate Investment Manager based on
the characteristics of the municipal security, the most important of which is
the source of funds for the payment of principal and interest on such
securities.

An entire issue of municipal securities may be purchased by one or a small
number of institutional investors such as a Portfolio. Thus, the issue may not
be said to be publicly offered. Unlike some securities that are not publicly
offered, a secondary market exists for many municipal securities that were not
publicly offered initially and such securities can be readily marketable. The
obligations of an issuer to pay the principal of and interest on a municipal
security are subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors, such as the Federal Bankruptcy
Act, and laws, if any, that may be enacted by Congress or state legislatures
extending the time for payment of principal or interest or imposing other
constraints upon the enforcement of such obligations. There is also the
possibility that, as a result of litigation or other conditions, the power or
ability of the issuer to pay when due principal of or interest on a municipal
security may be materially affected.

Municipal Leases, Certificates of Participation and Other Participation
Interests. Municipal leases frequently involve special risks not normally
associated with general obligation or revenue bonds, some of which are
summarized in the prospectus. In addition, leases and installment purchase or
conditional sale contracts (which normally provide for title to the leased asset
to pass eventually to the governmental issuer) have evolved as a means for
governmental issuers to acquire property and equipment without meeting the
constitutional and statutory requirements for the issuance of debt. The debt
issuance limitations are deemed to be inapplicable because of the inclusion in
many leases or contracts of "non-appropriation" clauses that relieve the
governmental issuer of any obligation to make future payments under the lease or
contract unless money is appropriated for such purpose by the appropriate
legislative body on a yearly or other periodic basis. Thus, a Portfolio's

investment in municipal leases will be subject to the special risk that the
governmental issuer may not appropriate funds for lease payments. In addition,
such leases or contracts may be subject to the temporary abatement of payments
in the event the issuer is prevented from maintaining occupancy of the leased
premises or utilizing the leased equipment. Although the obligations may be
secured by the leased equipment or facilities, the disposition of the property
in the event of nonappropriation or foreclosure might prove difficult, time
consuming and costly, and result in an unsatisfactory or delayed recoupment of a
Portfolio's original investment.

Certificates of participation represent undivided interests in municipal leases,
installment purchase contracts or other instruments. The certificates are
typically issued by a trust or other entity which has received an assignment of
the payments to be made by the state or political subdivision under such leases
or installment purchase contracts.

<PAGE>

Certain municipal lease obligations and certificates of participation may be
deemed illiquid for the purpose of the Portfolios' respective limitations on
investments in illiquid securities. Other municipal lease obligations and
certificates of participation acquired by a Portfolio may be determined by the
appropriate Investment Manager, pursuant to guidelines adopted by the Trustees
of the Trust, to be liquid securities for the purpose of such Portfolio's
limitation on investments in illiquid securities. In determining the liquidity
of municipal lease obligations and certificates of participation, the
appropriate Investment Manager will consider a variety of factors including: (1)
the willingness of dealers to bid for the security; (2) the number of dealers
willing to purchase or sell the obligation and the number of other potential
buyers; (3) the frequency of trades or quotes for the obligation; and (4) the
nature of the marketplace trades. In addition, the appropriate Investment
Manager will consider factors unique to particular lease obligations and
certificates of participation affecting the marketability thereof. These include
the general creditworthiness of the issuer, the importance to the issuer of the
property covered by the lease and the likelihood that the marketability of the
obligation will be maintained throughout the time the obligation is held by a
Portfolio. No Portfolio may invest more than 5% of its net assets in municipal
leases. Each of the Income Portfolios may purchase participations in municipal
securities held by a commercial bank or other financial institution. Such
participations provide a Portfolio with the right to a pro rata undivided
interest in the underlying municipal securities. In addition, such
participations generally provide a Portfolio with the right to demand payment,
on not more than seven days notice, of all or any part of the Portfolio's
participation interest in the underlying municipal security, plus accrued
interest.

Municipal Notes. Municipal securities in the form of notes generally are used to
provide for short-term capital needs, in anticipation of an issuer's receipt of
other revenues or financing, and typically have maturities of up to three years.
Such instruments may include Tax Anticipation Notes, Revenue Anticipation Notes,
Bond Anticipation Notes, Tax and Revenue Anticipation Notes and Construction
Loan Notes. Tax Anticipation Notes are issued to finance the working capital
needs of governments. Generally, they are issued in anticipation of various tax
revenues, such as income, sales, property, use and business taxes, and are
payable from these specific future taxes. Revenue Anticipation Notes are issued
in expectation of receipt of other kinds of revenue, such as federal revenues
available under federal revenue sharing programs. Bond Anticipation Notes are
issued to provide interim financing until long-term bond financing can be
arranged. In most cases, the long-term bonds then provide the funds needed for
repayment of the notes. Tax and Revenue Anticipation Notes combine the funding
sources of both Tax Anticipation Notes and Revenue Anticipation Notes.
Construction Loan Notes are sold to provide construction financing. These notes
are secured by mortgage notes insured by the Federal Housing Authority; however,
the proceeds from the insurance may be less than the economic equivalent of the
payment of principal and interest on the mortgage note if there has been a
default. The obligations of an issuer of municipal notes are generally secured
by the anticipated revenues from taxes, grants or bond financing. An investment
in such instruments, however, presents a risk that the anticipated revenues will
not be received or that such revenues will be insufficient to satisfy the
issuer's payment obligations under the notes or that refinancing will be
otherwise unavailable.

<PAGE>

Tax-Exempt Commercial Paper. Issues of tax-exempt commercial paper typically
represent short-term, unsecured, negotiable promissory notes. These obligations
are issued by state and local governments and their agencies to finance working
capital needs of municipalities or to provide interim construction financing and
are paid from general revenues of municipalities or are refinanced with
long-term debt. In most cases, tax-exempt commercial paper is backed by letters
of credit, lending agreements, note repurchase agreements or other credit
facility agreements offered by banks or other institutions.

Pre-Refunded Municipal Securities. The principal of and interest on municipal
securities that have been pre-refunded are no longer paid from the original
revenue source for the securities. Instead, after pre-refunding the source of
such payments is typically an escrow fund consisting of obligations issued or
guaranteed by the U.S. Government. The assets in the escrow fund are derived
from the proceeds of refunding bonds issued by the same issuer as the
pre-refunded municipal securities. Issuers of municipal securities use this
advance refunding technique to obtain more favorable terms with respect to
securities that are not yet subject to call or redemption by the issuer. For
example, advance refunding enables an issuer to refinance debt at lower market
interest rates, restructure debt to improve cash flow or eliminate restrictive
covenants in the indenture or other governing instrument for the pre-refunded
municipal securities. However, except for a change in the revenue source from
which principal and interest payments are made, the pre-refunded municipal
securities remain outstanding on their original terms until they mature or are
redeemed by the issuer. Pre-refunded municipal securities are usually purchased
at a price which represents a premium over their face value.

Tender Option Bonds. A tender option bond is a municipal security (generally
held pursuant to a custodial arrangement) having a relatively long maturity and
bearing interest at a fixed rate substantially higher than prevailing short-term
tax-exempt rates. The bond is typically issued in conjunction with the agreement
of a third party, such as a bank, broker-dealer or other financial institution,
pursuant to which such institution grants the security holders the option, at
periodic intervals, to tender their securities to the institution and receive
the face value thereof.

As consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the bond's fixed coupon rate and
the rate, as determined by a remarketing or similar agent at or near the
commencement of such period, that would cause the securities, coupled with the
tender option, to trade at par on the date of such determination. Thus, after
payment of this fee, the security holder effectively holds a demand obligation
that bears interest at the prevailing short-term tax-exempt rate. However, an
institution will not be obligated to accept tendered bonds in the event of
certain defaults or a significant downgrade in the credit rating assigned to the
issuer of the bond. The liquidity of a tender option bond is a function of the
credit quality of both the bond issuer and the financial institution providing
liquidity. Tender option bonds are deemed to be liquid unless, in the opinion of
the appropriate Investment Manager, the credit quality of the bond issuer and
the financial institution is deemed, in light of the Portfolio's credit quality
requirements, to be inadequate. Each Municipal Portfolio intends to invest only
in tender option bonds the interest on which will, in the opinion of bond
counsel, counsel for the issuer of interests therein or counsel selected by the
appropriate Investment Manager, be exempt from regular federal income tax.
However, because there can be no assurance that the IRS will agree with such
counsel's opinion in any particular case, there is a risk that a Municipal
Portfolio will not be considered the owner of such tender option bonds and thus
will not be entitled to treat such interest as exempt from such tax.
Additionally, the federal income tax treatment of certain other aspects of these
investments, including the proper tax treatment of tender option bonds and the
associated fees, in relation to various regulated investment company tax
provisions is unclear. Each Municipal Portfolio intends to manage its portfolio
in a manner designed to eliminate or minimize any adverse impact from the tax
rules applicable to these investments.

<PAGE>

Auction Rate Securities. Auction rate securities consist of auction rate
municipal securities and auction rate preferred securities issued by closed-end
investment companies that invest primarily in municipal securities. Provided
that the auction mechanism is successful, auction rate securities usually permit
the holder to sell the securities in an auction at par value at specified
intervals. The dividend is reset by "Dutch" auction in which bids are made by
broker-dealers and other institutions for a certain amount of securities at a
specified minimum yield. The dividend rate set by the auction is the lowest
interest or dividend rate that covers all securities offered for sale. While
this process is designed to permit auction rate securities to be traded at par
value, there is the risk that an auction will fail due to insufficient demand
for the securities.

Dividends on auction rate preferred securities issued by a closed-end fund may
be designated as exempt from federal income tax to the extent they are
attributable to tax-exempt interest income earned by the fund on the securities
in its portfolio and distributed to holders of the preferred securities,
provided that the preferred securities are treated as equity securities for
federal income tax purposes and the closed-end fund complies with certain
requirements under the Internal Revenue Code of 1986, as amended (the "Code").
For purposes of complying with the 20% limitation on each Municipal Portfolio's
investments in taxable investments, auction rate preferred securities will be
treated as taxable investments unless substantially all of the dividends on such
securities are expected to be exempt from regular federal income taxes.

A Portfolio's investments in auction rate preferred securities of closed-end
funds are subject to limitations on investments in other U.S. registered
investment companies, which limitations are prescribed by the 1940 Act. These
limitations include prohibitions against acquiring more than 3% of the voting
securities of any other such investment company, and investing more than 5% of
the Portfolio's assets in securities of any one such investment company or more
than 10% of its assets in securities of all such investment companies. A
Portfolio will indirectly bear its proportionate share of any management fees
paid by such closed-end funds in addition to the advisory fee payable directly
by the Portfolio.

Private Activity Bonds. Certain types of municipal securities, generally
referred to as industrial development bonds (and referred to under current tax
law as private activity bonds), are issued by or on behalf of public authorities
to obtain funds for privately-operated housing facilities, airport, mass transit
or port facilities, sewage disposal, solid waste disposal or hazardous waste
treatment or disposal facilities and certain local facilities for water supply,
gas or electricity. Other types of industrial development bonds, the proceeds of
which are used for the construction, equipment, repair or improvement of
privately operated industrial or commercial facilities, may constitute municipal
securities, although the current federal tax laws place substantial limitations
on the size of such issues. The interest from certain private activity bonds
owned by a Portfolio (including a Municipal Portfolio's distributions
attributable to such interest) may be a preference item for purposes of the
alternative minimum tax.

<PAGE>

Mortgage-Backed Securities. As stated in the Prospectus, The Fixed Income
Portfolio may invest in mortgage-backed securities, including derivative
instruments. Mortgage-backed securities represent direct or indirect
participations in or obligations collateralized by and payable from mortgage
loans secured by real property. A Portfolio may invest in mortgage-backed
securities issued or guaranteed by U.S. Government agencies or instrumentalities
such as the Government National Mortgage Association ("GNMA"), the Federal
National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage
Corporation ("FHLMC"). Obligations of GNMA are backed by the full faith and
credit of the U.S. Government. Obligations of FNMA and FHLMC are not backed by
the full faith and credit of the U.S. Government but are considered to be of
high quality since they are considered to be instrumentalities of the United
States. The market value and yield of these mortgage-backed securities can vary
due to market interest rate fluctuations and early prepayments of underlying
mortgages. These securities represent ownership in a pool of Federally insured
mortgage loans with a maximum maturity of 30 years. The scheduled monthly
interest and principal payments relating to mortgages in the pool will be
"passed through" to investors. Government mortgage-backed securities differ from
conventional bonds in that principal is paid back to the certificate holders
over the life of the loan rather than at maturity. As a result, there will be
monthly scheduled payments of principal and interest.

Only The Fixed Income Portfolio may invest in mortgage-backed securities issued
by non-governmental entities including collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs"). CMOs are
securities collateralized by mortgages, mortgage pass-throughs, mortgage
pay-through bonds (bonds representing an interest in a pool of mortgages where
the cash flow generated from the mortgage collateral pool is dedicated to bond
repayment), and mortgage-backed bonds (general obligations of the issuers
payable out of the issuers' general funds and additionally secured by a first
lien on a pool of single family detached properties). Many CMOs are issued with
a number of classes or series which have different maturities and are retired in
sequence. Investors purchasing such CMOs in the shortest maturities receive or
are credited with their pro rata portion of the unscheduled prepayments of
principal up to a predetermined portion of the total CMO obligation. Until that
portion of such CMO obligation is repaid, investors in the longer maturities
receive interest only. Accordingly, the CMOs in the longer maturity series are
less likely than other mortgage pass-throughs to be prepaid prior to their
stated maturity. Although some of the mortgages underlying CMOs may be supported
by various types of insurance, and some CMOs may be backed by GNMA certificates
or other mortgage pass-throughs issued or guaranteed by U.S. Government agencies
or instrumentalities, the CMOs themselves are not generally guaranteed.

REMICs 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, including "regular" interests
and "residual" interests. The Portfolios do not intend to acquire residual
interests in REMICs under current tax law, due to certain disadvantages for
regulated investment companies that acquire such interests.

<PAGE>

Mortgage-backed securities are subject to unscheduled principal payments
representing prepayments on the underlying mortgages. Although these securities
may offer yields higher than those available from other types of securities,
mortgage-backed securities may be less effective than other types of securities
as a means of "locking in" attractive long-term rates because of the prepayment
feature. For instance, when interest rates decline, the value of these
securities likely will not rise as much as comparable debt securities due to the
prepayment feature. In addition, these prepayments can cause the price of a
mortgage-backed security originally purchased at a premium to decline in price
to its par value, which may result in a loss.

Due to prepayments of the underlying mortgage instruments, mortgage-backed
securities do not have a known actual maturity. In the absence of a known
maturity, market participants generally refer to an estimated average life. The
appropriate Investment Manager believes that the estimated average life is the
most appropriate measure of the maturity of a mortgage-backed security.
Accordingly, in order to determine whether such security is a permissible
investment, it will be deemed to have a remaining maturity of three years or
less if the average life, as estimated by the appropriate Investment Manager, is
three years or less at the time of purchase of the security by a Portfolio. An
average life estimate is a function of an assumption regarding anticipated
prepayment patterns. The assumption is based upon current interest rates,
current conditions in the appropriate housing markets and other factors. The
assumption is necessarily subjective, and thus different market participants
could produce somewhat different average life estimates with regard to the same
security. Although the appropriate Investment Manager will monitor the average
life of the portfolio securities of each Portfolio with a portfolio maturity
policy and make needed adjustments to comply with such Portfolios' policy as to
average dollar weighted portfolio maturity, there can be no assurance that the
average life of portfolio securities as estimated by the appropriate Investment
Manager will be the actual average life of such securities.

Asset-Backed Securities. As stated in the Prospectus, the Fixed Income Portfolio
may invest in asset-backed securities, which represent participations in, or are
secured by and payable from, pools of assets including company receivables,
truck and auto loans, leases and credit card receivables. The asset pools that
back asset-backed securities are securitized through the use of privately-formed
trusts or special purpose corporations. Payments or distributions of principal
and interest may be guaranteed up to certain amounts and for a certain time
period by a letter of credit or a pool insurance policy issued by a financial
institution unaffiliated with the trust or corporation, or other credit
enhancements may be present. Certain asset backed securities may be considered
derivative instruments. As stated in the Prospectus, no Portfolio will invest
25% or more of its total assets in asset-backed securities.

<PAGE>

Commercial Paper. Commercial paper is a short-term, unsecured negotiable
promissory note of a U.S. or non-U.S. issuer. Each of the Portfolios may
purchase commercial paper for temporary purposes; the Fixed-Income Portfolios
may acquire these instruments as described in the Prospectus. Each Portfolio may
similarly invest in variable rate master demand notes which typically are issued
by large corporate borrowers and which provide for variable amounts of principal
indebtedness and periodic adjustments in the interest rate. Demand notes are
direct lending arrangements between a Portfolio and an issuer, and are not
normally traded in a secondary market. A Portfolio, however, may demand payment
of principal and accrued interest at any time. In addition, while demand notes
generally are not rated, their issuers must satisfy the same criteria as those
that apply to issuers of commercial paper. The appropriate Investment Manager
will consider the earning power, cash flow and other liquidity ratios of issuers
of demand notes and continually will monitor their financial ability to meet
payment on demand. See also Variable and Floating Rate Instruments," above.

Bank Obligations. Each of the Portfolios may purchase certain bank obligations
for temporary purposes;the Fixed-Income Portfolios may acquire these instruments
as described in the Prospectus. Such instruments may include certificates of
deposit, time deposits and bankers' acceptances. Certificates of Deposit ("CDs")
are short-term negotiable obligations of commercial banks. Time Deposits ("TDs")
are non-negotiable deposits maintained in banking institutions for specified
periods of time at stated interest rates. Bankers' acceptances are time drafts
drawn on commercial banks by borrowers usually in connection with international
transactions. U.S. commercial banks organized under federal law are supervised
and examined by the Comptroller of the Currency and are required to be members
of the Federal Reserve System and to be insured by the Federal Deposit Insurance
Corporation (the "FDIC"). U.S. banks organized under state law are supervised
and examined by state banking authorities but are members of the Federal Reserve
System only if they elect to join. Most state banks are insured by the FDIC
(although such insurance may not be of material benefit to a Portfolio,
depending upon the principal amount of CDs of each bank held by the Portfolio)
and are subject to federal examination and to a substantial body of federal law
and regulation. As a result of governmental regulations, U.S. branches of U.S.
banks, among other things, generally are required to maintain specified levels
of reserves, and are subject to other supervision and regulation designed to
promote financial soundness. U.S. savings and loan associations, the CDs of
which may be purchased by the Portfolios, are supervised and subject to
examination by the Office of Thrift Supervision. U.S. savings and loan
associations are insured by the Savings Association Insurance Portfolio which is
administered by the FDIC and backed by the full faith and credit of the U.S.
Government.

<PAGE>

HEDGING THROUGH THE USE OF OPTIONS.

As indicated in the prospectus, each of the Portfolios may, consistent with its
investment objectives and policies, use options on securities and securities
indexes to reduce the risks associated with the types of securities in which
each is authorized to invest and/or in anticipation of future purchases,
including to achieve market exposure, pending direct investment in securities. A
Portfolio may use options only in a manner consistent with its investment
objective and policies and may not invest more than 10% of its total assets in
option purchases. Options may be used only for the purpose of reducing
investment risk and not for speculative purposes. The following discussion sets
forth certain information relating to the types of options that the Portfolios
may use, together with the risks that may be associated with their use.

About Options on Securities. A call option is a short-term contract pursuant to
which the purchaser of the option, in return for a premium, has the right to buy
the security underlying the option at a specified price at any time during the
term of the option. The writer of the call option, who receives the premium, has
the obligation, upon exercise of the option during the option period, to deliver
the underlying security against payment of the exercise price. A put option is a
similar contract that gives its purchaser, in return for a premium, the right to
sell the underlying security at a specified price during the term of the option.
The writer of the put option, who receives the premium, has the obligation, upon
exercise of the option during the option period, to buy the underlying security
at the exercise price. Options may be based on a security, a securities index or
a currency. Options on securities are generally settled by delivery of the
underlying security whereas options on a securities index or currency are
settled in cash. Options may be traded on an exchange or in the over-the-counter
markets.

Option Purchases. Call options on securities may be purchased in order to fix
the cost of a future purchase. In addition, call options may be used as a means
of participating in an anticipated advance of a security on a more limited risk
basis than would be possible if the security itself were purchased. In the event
of a decline in the price of the underlying security, use of this strategy would
serve to limit the amount of loss, if any, to the amount of the option premium
paid. Conversely, if the market price of the underlying security rises and the
call is exercised or sold at a profit, that profit will be reduced by the amount
initially paid for the call.

Put options may be purchased in order to hedge against a decline in market value
of a security held by the purchasing portfolio. The put effectively guarantees
that the underlying security can be sold at the predetermined exercise price,
even if that price is greater than the market value at the time of exercise. If
the market price of the underlying security increases, the profit realized on
the eventual sale of the security will be reduced by the premium paid for the
put option. Put options may also be purchased on a security that is not held by
the purchasing portfolio in anticipation of a price decline in the underlying
security. In the event the market value of such security declines below the
designated exercise price of the put, the purchasing portfolio would then be
able to acquire the underlying security at the market price and exercise its put
option, thus realizing a profit. In order for this strategy to be successful,
however, the market price of the underlying security must decline so that the
difference between the exercise price and the market price is greater than the
option premium paid.

<PAGE>

Option Writing. Call options may be written (sold) by the Portfolios. Generally,
calls will be written only when, in the opinion of a Portfolio's Investment
Manager, the call premium received, plus anticipated appreciation in the market
price of the underlying security up to the exercise price of the call, will be
greater than the appreciation in the price of the underlying security.

Put options may also be written. This strategy will generally be used when it is
anticipated that the market value of the underlying security will remain higher
than the exercise price of the put option or when a temporary decrease in the
market value of the underlying security is anticipated and, in the view of a
Portfolio's Investment Manager, it would not be appropriate to acquire the
underlying security. If the market price of the underlying security rises or
stays above the exercise price, it can be expected that the purchaser of the put
will not exercise the option and a profit, in the amount of the premium received
for the put, will be realized by the writer of the put. However, if the market
price of the underlying security declines or stays below the exercise price, the
put option may be exercised and the portfolio that sold the put will be
obligated to purchase the underlying security at a price that may be higher than
its current market value. All option writing strategies will be employed only if
the option is "covered." For this purpose, "covered" means that, so long as the
Portfolio that has written (sold) the option is obligated as the writer of a
call option, it will (1) own the security underlying the option; or (2) hold on
a share-for-share basis a call on the same security, the exercise price of which
is equal to or less than the exercise price of the call written. In the case of
a put option, the Portfolio that has written (sold) the put option will (1)
maintain cash or cash equivalents in an amount equal to or greater than the
exercise price; or (2) hold on a share-for share basis, a put on the same
security as the put written provided that the exercise price of the put held is
equal to or greater than the exercise price of the put written.

Options on Securities Indices. Options on securities indices may by used in much
the same manner as options on securities. Index options may serve as a hedge
against overall fluctuations in the securities markets or market sectors, rather
than anticipated increases or decreases in the value of a particular security.
Thus, the effectiveness of techniques using stock index options will depend on
the extent to which price movements in the securities index selected correlate
with price movements of the portfolio to be hedged. Options on stock indices are
settled exclusively in cash.

Risk Factors Relating to the Use of Options Strategies. The premium paid or
received with respect to an option position will reflect, among other things,
the current market price of the underlying security, the relationship of the
exercise price to the market price, the historical price volatility of the
underlying security, the option period, supply and demand, and interest rates.
Moreover, the successful use of options as a hedging strategy depends upon the
ability to forecast the direction of market fluctuations in the underlying
securities, or in the case of index options, in the market sector represented by
the index selected.

<PAGE>

Under normal circumstances, options traded on one or more of the several
recognized options exchanges may be closed by effecting a "closing purchase
transaction," i.e. by purchasing an identical option with respect to the
underlying security in the case of options written and by selling an identical
option on the underlying security in the case of options purchased. A closing
purchase transaction will effectively cancel an option position, thus permitting
profits to be realized on the position, to prevent an underlying security from
being called from, or put to, the writer of the option or, in the case of a call
option, to permit the sale of the underlying security. A profit or loss may be
realized from a closing purchase transaction, depending on whether the overall
cost of the closing transaction (including the price of the option and actual
transaction costs) is less or more than the premium received from the writing of
the option. It should be noted that, in the event a loss is incurred in a
closing purchase transaction, that loss may be partially or entirely offset by
the premium received from a simultaneous or subsequent sale of a different call
or put option. Also, because increases in the market price of an option will
generally reflect increases in the market price of the underlying security, any
loss resulting from a closing purchase transaction is likely to be offset in
whole or in part by appreciation of the underlying security held. Options will
normally have expiration dates between three and nine months from the date
written. The exercise price of the options may be below, equal to, or above the
current market values of the underlying securities at the time the options are
written. Options that expire unexercised have no value. Unless an option
purchased by a Portfolio is exercised or a closing purchase transaction is
effected with respect to that position, a loss will be realized in the amount of
the premium paid.

HEDGING THROUGH THE USE OF FUTURES CONTRACTS AND RELATED INSTRUMENTS.

As indicated in the prospectus, each of the Portfolios may, consistent with its
investment objectives and policies, use futures contracts and options on futures
contracts to reduce the risks associated with the types of securities in which
each is authorized to invest and/or in anticipation of future purchases. A
Portfolio may invest in futures-related instruments only for hedging purposes
and not for speculation and only in a manner consistent with its investment
objective and policies. In particular, a Portfolio may not commit more than 5%
of its net assets, in the aggregate, to margin deposits on futures contracts or
premiums for options on futures contracts. The following discussion sets forth
certain information relating to the types of futures contracts that the
Portfolios may use, together with the risks that may be associated with their
use.

About Futures Contracts and Options on Futures Contracts. A futures contract is
a bilateral agreement pursuant to which one party agrees to make, and the other
party agrees to accept, delivery of the specified type of security or currency
called for in the contract at a specified future time and at a specified price.
In practice, however, contracts relating to financial instruments or currencies
are closed out through the use of closing purchase transactions before the
settlement date and without delivery or the underlying security or currency. In
the case of futures contracts based on a securities index, the contract provides
for "delivery" of an amount of cash equal to the dollar amount specified
multiplied by the difference between the value of the underlying index on the
settlement date and the price at which the contract was originally fixed.

<PAGE>

Stock Index Futures Contracts. A Portfolio may sell stock index futures
contracts in anticipation of a general market or market sector decline that may
adversely affect the market values of securities held. To the extent that
securities held correlate with the index underlying the contract, the sale of
futures contracts on that index could reduce the risk associated with a market
decline. Where a significant market or market sector advance is anticipated, the
purchase of a stock index futures contract may afford a hedge against not
participating in such advance at a time when a Portfolio is not fully invested.
This strategy would serve as a temporary substitute for the purchase of
individual stocks which may later be purchased in an orderly fashion. Generally,
as such purchases are made, positions in stock index futures contracts
representing an equivalent securities would be liquidated.

Futures Contracts on Debt Securities. Futures contracts on debt securities,
often referred to as "interest rate futures," obligate the seller to deliver a
specific type of debt security called for in the contract, at a specified future
time. A public market now exists for futures contracts covering a number of debt
securities, including long-term U.S. Treasury bonds, ten-year U.S. Treasury
notes, and three-month U.S. Treasury bills, and additional futures contracts
based on other debt securities or indices of debt securities may be developed in
the future. Such contracts may be used to hedge against changes in the general
level of interest rates. For example, a Portfolio may purchase such contracts
when it wishes to defer a purchase of a longer-term bond because short-term
yields are higher than long-term yields. Income would thus be earned on a
short-term security and minimize the impact of all or part of an increase in the
market price of the long-term debt security to be purchased in the future. A
rise in the price of the long-term debt security prior to its purchase either
would be offset by an increase in the value of the contract purchased by the
Portfolio or avoided by taking delivery of the debt securities underlying the
futures contract. Conversely, such a contract might be sold in order to continue
to receive the income from a long-term debt security, while at the same time
endeavoring to avoid part or all of any decline in market value of that security
that would occur with an increase in interest rates. If interest rates did rise,
a decline in the value of the debt security would be substantially offset by an
increase in the value of the futures contract sold.

Options on Futures Contracts. An option on a futures contract gives the
purchaser the right, in return for the premium, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified price at any time during the period of
the option. The risk of loss associated with the purchase of an option on a
futures contract is limited to the premium paid for the option, plus transaction
cost. The seller of an option on a futures contract is obligated to a broker for
the payment of initial and variation margin in amounts that depend on the nature
of the underlying futures contract, the current market value of the option, and
other futures positions held by the Portfolio. Upon exercise of the option, the
option seller must deliver the underlying futures position to the holder of the
option, together with the accumulated balance in the seller's futures margin
account that represents the amount by which the market price of the underlying
futures contract exceeds, in the case of a call, or is less than, in the case of
a put, the exercise price of the option involved. If an option is exercised on
the last trading day prior to the expiration date of the option, settlement will
be made entirely in cash equal to the difference between the exercise price of
the option and the value at the close of trading on the expiration date.

<PAGE>

Risk Considerations Relating to Futures Contracts and Related Instruments.
Participants in the futures markets are subject to certain risks. Positions in
futures contracts may be closed out only on the exchange on which they were
entered into (or through a linked exchange): no secondary market exists for such
contracts. In addition, there can be no assurance that a liquid market will
exist for the contracts at any particular time. Most futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that
limit. It is possible that futures contract prices could move to the daily limit
for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and subjecting some futures
traders to substantial losses. In such event, and in the event of adverse price
movements, a Portfolio would be required to make daily cash payments of
variation margin. In such circumstances, an increase in the value of that
portion of the securities being hedged, if any, may partially or completely
offset losses on the futures contract.

As noted above, there can be no assurance that price movements in the futures
markets will correlate with the prices of the underlying securities positions.
In particular, there may be an imperfect correlation between movements in the
prices of futures contracts and the market value of the underlying securities
positions being hedged. In addition, the market prices of futures contracts may
be affected by factors other than interest rate changes and, as a result, even a
correct forecast of interest rate trends might not result in a successful
hedging strategy. If participants in the futures market elect to close out their
contracts through offsetting transactions rather than by meeting margin deposit
requirements, distortions in the normal relationship between debt securities and
the futures markets could result. Price distortions could also result if
investors in the futures markets opt to make or take delivery of the underlying
securities rather than engage in closing transactions because such trend might
result in a reduction in the liquidity of the futures market. In addition, an
increase in the participation of speculators in the futures market could cause
temporary price distortions.

The risks associated with options on futures contracts are similar to those
applicable to all options and are summarized above under the heading "Hedging
Through the Use of Options: Risk Factors Relating to the Use of Options
Strategies." In addition, as is the case with futures contracts, there can be no
assurance that (1) there will be a correlation between price movements in the
options and those relating to the underlying securities; (2) a liquid market for
options held will exist at the time when a Portfolio may wish to effect a
closing transaction; or (3) predictions as to anticipated interest rate or other
market trends on behalf of a Portfolio will be correct.

Margin Requirements and Limitations Applicable to Futures Related Transactions.
When a purchase or sale of a futures contract is made by a Portfolio, that
Portfolio is required to deposit with its custodian (or broker, if legally
permitted) a specified amount of cash or U.S. Government securities ("initial
margin"). The margin required for a futures contract is set by the exchange on
which the contract is traded and may be modified during the term of the
contract. The initial margin is in the nature of a performance bond or good
faith deposit on the futures contract which is returned to the Portfolio upon
termination of the contract, assuming all contractual obligations have been
satisfied. The Portfolio expects to earn interest income on its initial margin
deposits. A futures contract held by a Portfolio is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Portfolio
pays or receives cash, called "variation margin" equal to the daily change in
value of the futures contract. This process is known as "marking to market."
Variation margin does not represent a borrowing or loan by the Portfolio but is
instead a settlement between the Portfolio and the broker of the amount one
would owe the other if the futures contract expired. In computing daily net
asset value, the Portfolio will value its open futures positions at market.

<PAGE>

A Portfolio will not enter into a futures contract or an option on a futures
contract if, immediately thereafter, the aggregate initial margin deposits
relating to such positions plus premiums paid by it for open futures option
positions, less the amount by which any such options are "in-the-money," would
exceed 5% of the Portfolio's total assets. A call option is "in-the-money" if
the value of the futures contract that is the subject of the option exceeds the
exercise price. A put option is "in-the-money" if the exercise price exceeds the
value of the futures contract that is the subject of the option.

Segregation Requirements.

Futures Contracts. When purchasing a futures contract, a Portfolio will
maintain, either with its custodian bank or, if permitted, a broker, and will
mark-to-market on a daily basis, cash, U.S. Government securities, or other
highly liquid securities that, when added to the amounts deposited with a
futures commission merchant as margin, are equal to the market value of the
futures contract. Alternatively, a Portfolio may "cover" its position by
purchasing a put option on the same futures contract with a strike price as high
or higher than the price of the contract held by the Portfolio. When selling a
futures contract, a Portfolio will similarly maintain liquid assets that, when
added to the amount deposited with a futures commission merchant as margin, are
equal to the market value of the instruments underlying the contract.
Alternatively, a Portfolio may "cover" its position by owning the instruments
underlying the contract (or, in the case of an index futures contract, a
portfolio with a volatility substantially similar to that of the index on which
the futures contract is based), or by holding a call option permitting a
Portfolio to purchase the same futures contract at a price no higher than the
price of the contract written by that Portfolio (or at a higher price if the
difference is maintained in liquid assets with the Trust's custodian).

Options on Futures Contracts. When selling a call option on a futures contract,
a Portfolio will maintain, either with its custodian bank or, if permitted, a
broker, and will mark-to-market on a daily basis, cash, U. S. Government
securities, or other highly liquid securities that, when added to the amounts
deposited with a futures commission merchant as margin, equal the total market
value of the futures contract underlying the call option. Alternatively, the
Portfolio may cover its position by entering into a long position in the same
futures contract at a price no higher than the strike price of the call option,
by owning the instruments underlying the futures contract, or by holding a
separate call option permitting the Portfolio to purchase the same futures
contract at a price not higher than the strike price of the call option sold by
the Portfolio.

When selling a put option on a futures contract, the Portfolio will similarly
maintain cash, U.S. Government securities, or other highly liquid securities
that equal the purchase price of the futures contract, less any margin on
deposit. Alternatively, the Portfolio may cover the position either by entering
into a short position in the same futures contract, or by owning a separate put
option permitting it to sell the same futures contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Portfolio.

<PAGE>

HEDGING THROUGH THE USE OF CURRENCY RELATED INSTRUMENTS.

As indicated in the prospectus, The Growth Equity Portfolio may use forward
foreign currency exchange contracts in connection with permitted purchases and
sales of securities of non-U.S. issuers. In addition, The International Equity
Portfolio and The Fixed Income Portfolio may, consistent with their respective
investment objectives and policies, use such contracts as well as certain other
currency related instruments to reduce the risks associated with the types of
securities in which it is authorized to invest and to hedge against fluctuations
in the relative value of the currencies in which securities held by The
International Equity Portfolio are denominated. The following discussion sets
forth certain information relating to forward currency contracts and other
currency related instruments, together with the risks that may be associated
with their use.

About Currency Transactions and Hedging. The International Equity Portfolio and
The Fixed Income Portfolio are authorized to purchase and sell options, futures
contracts and options thereon relating to foreign currencies and securities
denominated in foreign currencies. Such instruments may be traded on foreign
exchanges, including foreign over-the- counter markets. Transactions in such
instruments may not be regulated as effectively as similar transactions in the
United States, may not involve a clearing mechanism and related guarantees, and
are subject to the risk of governmental actions affecting trading in, or the
prices of, foreign securities. The value of such positions also could be
adversely affected by: (i) foreign political, legal and economic factors; (ii)
lesser availability than in the United States of data on which to make trading
decisions; (iii) delays in a Portfolio's ability to act upon economic events
occurring in foreign markets during non-business hours in the United States; and
(iv) lesser trading volume. Foreign currency exchange transactions may be
entered into for the purpose of hedging against foreign currency exchange risk
arising from the Portfolio's investment or anticipated investment in securities
denominated in foreign currencies. The International Equity Portfolio may also
purchase and sell options relating to foreign currencies to increase exposure to
a foreign currency or to shift foreign currency exposure from one country to
another.

Foreign Currency Options and Related Risks. The International Equity Portfolio
and The Fixed Income Portfolio may take positions in options on foreign
currencies to hedge against the risk of foreign exchange rate fluctuations on
foreign securities the Portfolio holds in its portfolio or intends to purchase.
For example, if the Portfolio were to enter into a contract to purchase
securities denominated in a foreign currency, it could effectively fix the
maximum U.S. dollar cost of the securities by purchasing call options on that
foreign currency. Similarly, if the Portfolio held securities denominated in a
foreign currency and anticipated a decline in the value of that currency against
the U.S. dollar, it could hedge against such a decline by purchasing a put
option on the currency involved. The markets in foreign currency options are
relatively new, and the Portfolio's ability to establish and close out positions
in such options is subject to the maintenance of a liquid secondary market.
There can be no assurance that a liquid secondary market will exist for a
particular option at any specific time. In addition, options on foreign
currencies are affected by all of those factors that influence foreign exchange
rates and investments generally. The quantities of currencies underlying option
contracts represent odd lots in a market dominated by transactions between
banks, and as a result extra transaction costs may be incurred upon exercise of
an option. There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations be firm or revised on a
timely basis. Quotation information is generally representative of very large
transactions in the interbank market and may not reflect smaller transactions
where rates may be less favorable. Option markets may be closed while
round-the-clock interbank currency markets are open, and this can create price
and rate discrepancies.

<PAGE>

Forward Foreign Currency Exchange Contracts. The Growth Equity and Fixed Income
Portfolios may use forward contracts to protect against uncertainty in the level
of future exchange rates in connection with specific transactions. For example,
when the Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when the Portfolio anticipates the receipt
in a foreign currency of dividend or interest payments on a security that it
holds, the Portfolio may desire to "lock in" the U.S. dollar price of the
security or the U.S. dollar equivalent of the payment, by entering into a
forward contract for the purchase or sale of the foreign currency involved in
the underlying transaction in exchange for a fixed amount of U.S. dollars or
foreign currency. This may serve as a hedge against a possible loss resulting
from an adverse change in the relationship between the currency exchange rates
during the period between the date on which the security is purchased or sold,
or on which the payment is declared, and the date on which such payments are
made or received. The International Equity Portfolio may also use forward
contracts in connection with specific transactions. In addition, it may use such
contracts to lock in the U.S. dollar value of those positions, to increase the
Portfolio's exposure to foreign currencies that the Investment Manager believes
may rise in value relative to the U.S. dollar or to shift the Portfolio's
exposure to foreign currency fluctuations from one country to another. For
example, when the Investment Manager believes that the currency of a particular
foreign country may suffer a substantial decline relative to the U.S. dollar or
another currency, it may enter into a forward contract to sell the amount of the
former foreign currency approximating the value of some or all of the portfolio
securities held by the Portfolio that are denominated in such foreign currency.
This investment practice generally is referred to as "cross-hedging."

The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible because the future value of
such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for a
Portfolio to purchase additional foreign currency on the spot (i.e., cash)
market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency the Portfolio is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency the Portfolio is
obligated to deliver. The projection of short-term currency market movements is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Forward contracts involve the risk that
anticipated currency movements will not be accurately predicted, causing the
Portfolio to sustain losses on these contracts and transaction costs. A
Portfolio may enter into forward contracts or maintain a net exposure to such
contracts only if: (1) the consummation of the contracts would not obligate the
Portfolio to deliver an amount of foreign currency in excess of the value of the
Portfolio's securities and other assets denominated in that currency; or (2) the
Portfolio maintains cash, U.S. Government securities or other liquid securities
in a segregated account in an amount which, together with the value of all the
Portfolio's securities denominated in such currency, equals or exceeds the value
of such contracts.

At or before the maturity date of a forward contract that requires the Portfolio
to sell a currency, the Portfolio may either sell a portfolio security and use
the sale proceeds to make delivery of the currency or retain the security and
offset its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Portfolio will obtain, on the same maturity date,
the same amount of the currency that it is obligated to deliver. Similarly, the
Portfolio may close out a forward contract requiring it to purchase a specified
currency by entering into another contract entitling it to sell the same amount
of the same currency on the maturity date of the first contract. As a result of
such an offsetting transaction, a Portfolio would

<PAGE>

realize a gain or a loss to the extent of any change in the exchange rate
between the currencies involved between the execution dates of the first and
second contracts. The cost to a Portfolio of engaging in forward contracts
varies with factors such as the currencies involved, the length of the contract
period and the prevailing market conditions. Because forward contracts are
usually entered into on a principal basis, no fees or commissions are involved.
The use of forward contracts does not eliminate fluctuations in the prices of
the underlying securities the Portfolio owns or intends to acquire, but it does
fix a rate of exchange in advance. In addition, although forward contracts limit
the risk of loss due to a decline in the value of the hedged currencies, they
also limit any potential gain that might result should the value of the
currencies increase.

<PAGE>

Although the International Equity Portfolio values its assets daily in terms of
U.S. dollars, it does not intend to convert its holdings of foreign currencies
into U.S. dollars on a daily basis. The Portfolio may convert foreign currency
from time to time, and investors should be aware of the costs of currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference between the prices
at which they are buying and selling various currencies. Thus, a dealer may
offer to sell a foreign currency to the Portfolio at one rate, while offering a
lesser rate of exchange should the Portfolio desire to resell that currency to
the dealer.

Other Hedging Instruments. As permitted under the Investment Company Act, a
Portfolio may invest up to 5% of its net assets in securities of other
investment companies but may not acquire more than 3% of the voting securities
of the investment company. Generally, the Portfolios do not make such
investments. The Growth Equity Portfolio does, however, invest in certain
instruments known as Standard & Poor's Depositary Receipts or "SPDRs" as part of
its overall hedging strategies. Such strategies are designed to reduce certain
risks that would otherwise be associated with the investments in the types of
securities in which the Portfolio invests and/or in anticipation of future
purchases, including to achieve market exposure pending direct investment in
securities, provided that the use of such strategies are not for speculative
purposes and are otherwise consistent with the investment policies and
restrictions adopted by the Portfolio. SPDRs are interests in a unit investment
trust ("UIT") that may be obtained from the UIT or purchased in the secondary
market (SPDRs are listed on the American Stock Exchange). The UIT will issue
SPDRs in aggregations known as "Creation Units" in exchange for a "Portfolio
Deposit" consisting of (a) a portfolio of securities substantially similar to
the component securities ("Index Securities") of the Standard & Poor's 500
Composite Stock Price Index (the "S&P Index"), (b) a cash payment equal to a pro
rata portion of the dividends accrued on the UIT's portfolio securities since
the last dividend payment by the UIT, net of expenses and liabilities, and (c) a
cash payment or credit, called a "Balancing Amount") designed to equalize the
net asset value of the S&P Index and the net asset value of a Portfolio Deposit.
SPDRs are not individually redeemable, except upon termination of the UIT. To
redeem, the Portfolio must accumulate enough SPDRs to reconstitute a Creation
Unit. The liquidity of small holdings of SPDRs, therefore, will depend upon the
existence of a secondary market. Upon redemption of a Creation Unit, the
Portfolio will receive Index Securities and cash identical to the Portfolio
Deposit required of an investor wishing to purchase a Creation Unit that day.
The price of SPDRs is derived from and based upon the securities held by the
UIT. Accordingly, the level of risk involved in the purchase or sale of a SPDR
is similar to the risk involved in the purchase or sale of traditional common
stock, with the exception that the pricing mechanism for SPDRs is based on a
basket of stocks. Disruptions in the markets for the securities underlying SPDRs
purchased or sold by the Funds could result in losses on SPDRs. Trading in SPDRs
involves risks similar to those risks involved in the writing of options on
securities.

INVESTMENT RESTRICTIONS

In addition to the investment objectives and policies of the Portfolios, each
Portfolio is subject to certain investment restrictions both in accordance with
various provisions of the Investment Company Act and guidelines adopted by the
Trust's Board. These investment restrictions are summarized below. The following
investment restrictions (1 though 9) are fundamental and cannot be changed with
respect to any Portfolio without the affirmative vote of a majority of the
Portfolio's outstanding voting securities as defined in the Investment Company
Act.

<PAGE>

A Portfolio may not:

1. Purchase the securities of any issuer, if as a result of such purchase,
more than 5% of the total assets of the Portfolio would be invested in the
securities of that issuer, or purchase any security if, as a result of such
purchase, a Portfolio would hold more than 10% of the outstanding voting
securities of an issuer, provided that up to 25% of the value of the
Portfolio's assets may be invested without regard to this limitation, and
provided further that this restriction shall not apply to investments in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, repurchase agreements secured by such obligations, or
securities issued by other investment companies.

2. Borrow money, except that a Portfolio (i) may borrow amounts, taken in the
aggregate, equal to up to 5% of its total assets, from banks for temporary
purposes (but not for leveraging or investment) and (ii) may engage in
reverse repurchase agreements for any purpose, provided that (i) and (ii)
in combination do not exceed 33 1/3% of the value of the Portfolio's total
assets (including the amount borrowed) less liabilities (other than
borrowings).

3. Mortgage, pledge or hypothecate any of its assets except in connection with
any permitted borrowing, provided that this restriction does not prohibit
escrow, collateral or margin arrangements in connection with a Portfolio's
permitted use of options, futures contracts and similar derivative
financial instruments described in the Trust's prospectus.

4. Issue senior securities, as defined in the Investment Company Act, provided
that this restriction shall not be deemed to prohibit a Portfolio from
making any permitted borrowing, mortgage or pledge, and provided further
that the permitted use of options, futures contracts and similar derivative
financial instruments described in the Trust's prospectus shall not
constitute issuance of a senior security.

5. Underwrite securities issued by others, provided that this restriction
shall not be violated in the event that the Portfolio may be considered an
underwriter within the meaning of the Securities Act of 1933 in the
disposition of portfolio of securities.

6. Purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments, provided that this shall not prevent a
portfolio from investing in securities or other instruments backed by real
real estate or securities of companies engaged in the real estate business.

7. Purchase or sell commodities or commodity contracts, unless acquired as a
result of ownership of securities or other instruments, provided that a
Portfolio may purchase and sell futures contracts relating to financial
instruments and currencies and related options in the manner described in
the Trust's prospectus.

8. Make loans to others, provided that this restriction shall not be construed
to limit (a) purchases of debt securities or repurchase agreements in
accordance with a Portfolio's investment objectives and policies; and (b)
loans of portfolio securities in the manner described in the Trust's
prospectus.

9. Invest more than 25% of the market value of its assets in the securities of
companies engaged in any one industry provided that this restriction does
not apply to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities, repurchase agreements secured by such
obligations or securities issued by other investment companies.

<PAGE>

The following investment restrictions (10 through 11) reflect policies that have
been adopted by the Trust, but which are not fundamental and may be changed by
the Trust's Board, without shareholder vote.

A Portfolio may not:

10. Make short sales of securities or maintain a short position, or purchase
securities on margin, provided that this restriction shall not preclude the
Trust from obtaining such short-term credits as may be necessary for the
clearance of purchases and sales of its portfolio securities, and provided
further that this restriction will not be applied to limit the use by a
Portfolio of options, futures contracts and similar derivative financial
instruments in the manner described in the Trust's prospectus.

11. Invest in securities of other investment companies except as permitted
under the Investment Company Act.

An investment restriction applicable to a particular Portfolio shall not be
deemed violated as a result of a change in the market value of an investment,
the net or total assets of that Portfolio, or any other later change provided
that the restriction was satisfied at the time the relevant action was taken. In
order to permit the sale of its shares in certain states, the Trust may make
commitments more restrictive than those described above. Should the Trust
determine that any such commitment may no longer be appropriate, the Board will
consider whether to revoke the commitment and terminate sales of its shares in
the state involved.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The Trust reserves the right in its sole discretion to suspend the continued
offering of the Trust's shares and to reject purchase orders in whole or in part
when in the judgment of the Board such action is in the best interest of the
Trust.

Payments to shareholders for shares of the Trust redeemed directly from the
Trust will be made as promptly as possible but no later than seven days after
receipt by the Trust's transfer agent of the written request in proper form,
with the appropriate documentation as stated in the prospectus, except that the
Trust may suspend the right of redemption or postpone the date of payment during
any period when (a) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays; (b) an emergency exists as determined by the SEC making disposal of
portfolio securities or valuation of net assets of the Trust not reasonably
practicable; or for such other period as the SEC may permit for the protection
of the Trust's shareholders.

Each of the Portfolios reserves the right, if conditions exist which make cash
payments undesirable, to honor any request for redemption or repurchase of the
Trust's shares by making payment in whole or in part in readily marketable
securities chosen by the Trust and valued in the same way as they would be
valued for purposes of computing each Portfolio's net asset value. If such
payment were made, an investor may incur brokerage costs in converting such
securities to cash. The value of shares on redemption or repurchase may be more
or less than the investor's cost, depending upon the market value of the Trust's
portfolio securities at the time of redemption or repurchase.

PORTFOLIO TRANSACTIONS AND VALUATION

Subject to the general supervision of the Board, the Investment Managers of the
respective Portfolios are responsible for placing orders for securities
transactions for each of the Portfolios. Securities transactions involving
stocks will normally be conducted through brokerage firms entitled to receive
commissions for effecting such transactions. In placing portfolio transactions,
an Investment Manager will use its best efforts to choose a broker or dealer
capable of providing the services necessary to obtain the most favorable price
and execution available. The full range and quality of services available will
be considered in making these determinations, such as the size of the order, the
difficulty of execution, the operational facilities of the firm involved, the
firm's risk in positioning a block of securities,

<PAGE>

and other factors. In placing brokerage transactions, the respective Investment
Managers may, however, consistent with the interests of the Portfolios they
serve, select brokerage firms on the basis of the research, statistical and
pricing services they provide to the Investment Manager. In such cases, a
Portfolio may pay a commission that is higher than the commission that another
qualified broker might have charged for the same transaction, providing the
Investment Manager involved determines in good faith that such commission is
reasonable in terms either of that transaction or the overall responsibility of
the Investment Manager to the Portfolio and such manager's other investment
advisory clients. Transactions involving debt securities and similar instruments
are expected to occur primarily with issuers, underwriters or major dealers
acting as principals. Such transactions are normally effected on a net basis and
do not involve payment of brokerage commissions. The price of the security,
however, usually includes a profit to the dealer. Securities purchased in
underwritten offerings include a fixed amount of compensation to the
underwriter, generally referred to as the underwriter's concession or discount.
When securities are purchased directly from or sold directly to an issuer, no
commissions or discounts are paid.

The table below reflects the aggregate dollar amount of brokerage commissions
paid by each of the portfolios of the Trust paid the during the fiscal years
indicated.

<PAGE>

Portfolio Aggregate Brokerage Commissions
for the Fiscal Years ended
1997 1996
- - ----------------- -------- --------
Value Equity $179,053 $137,963
Growth Equity 258,337 238,948
Small Cap 227,730 147,928
International Equity 250,705 144,359
Limited Duration -0- -0-

The Trust has adopted procedures pursuant to which each Portfolio is permitted
to allocate brokerage transactions to affiliates of the various Investment
Managers. Under such procedures, commissions paid to any such affiliate must be
fair and reasonable compared to the commission, fees or other remuneration paid
to other brokers in connection with comparable transactions. Several of the
Trust's Investment Managers are affiliated with brokerage firms to which
brokerage transactions may, from time to time, be allocated. The table below
reflects the aggregate dollar amount of commissions paid to each such firm, as
well as similar information about transactions allocated to Furman Selz, LLC,
(which served as the Trust's principal underwriter prior to January 1, 1997) by
the Portfolios during the period. Information shown is expressed both as a
percentage of the total amount of commission dollars paid by each portfolio and
as a percentage of the total value of all brokerage transactions effected on
behalf of each portfolio. "NA" indicates that during the relevant period,
indicated broker was not considered an affiliate of the specified Portfolio.

<TABLE>
<CAPTION>
Affiliated Portfolio
Broker 1 ---------------------------------------------------------------------------------------
For Value For Growth For Small For Int'l For Limited
Equity Equity(2) Cap Equity Equity Duration
1997 1996 1997 1996 1997 1996 1997 1996 1997 1996
- - --------- -------------- --------------- -------------- --------------
- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cowen & Co.(3)
% of commissions -0- 34% -0- .02% -0- -0- -0- -0- -0- -0-
% of transactions -0- .94% -0- .05% -0- -0- -0- -0- -0- -0-

Prudential
Securities(4)
% of commissions NA NA 1.36 1.45% NA NA NA NA NA NA
% of transactions NA NA 1.38% .70% NA NA NA NA NA NA

Merrill Lynch & Co.(5)
% of commissions .80% NA 2.21% NA 1.51% NA 2.08% NA -0- NA
% of transactions .61% NA 5.47% NA 1.56% NA 2.74% NA -0- NA

Furman Selz LLC(6)
% of commissions -0- -0- -0- 4.20% -0- -0- -0- -0- -0- -0-
% of transactions -0- -0- -0- 1.26% -0- -0- -0- -0- -0- -0-
- - -------
</TABLE>

<PAGE>

1. Other brokers deemed to be affiliated with certain Portfolios are: with
respect to The International Portfolio, companies affiliated with Swiss
Bank, of which Brinson Partners is a wholly-owned subsidiary, and with
respect to the Income Portfolios, companies affiliated with Deutchebank,
the parent company of Morgan Grenfell Capital Management Incorporated. No
brokerage transactions were affected through such companies during the
periods reflected in the above table by the relevant Portfolios.

2. Effective October 1, 1997, Goldman Sachs Asset Management served as an
Investment Manager of the Growth Equity Portfolio.

3. Cowen Asset Management, which served as an Investment Manager of The Value
Equity Portfolio prior to August 1, 1996, is a division of Cowen & Co.

4. Both Prudential Securities and Jennison Associates LLC Corp., which serves
as an Investment Manager of The Value Equity Portfolio, are wholly-owned
subsidiaries of Prudential Insurance Company of America.

5. Figures shown include all brokers affiliated with Merrill Lynch & Co.
Merrill Lynch Asset Management, LLP, ("MLAM") of which Hotchkis and Wiley
is a division. MLAM is a wholly, indirect subsidiary of Merrill Lynch & Co.

6. Furman Selz LLC served as the Trust's principal underwriter prior to
January 1, 1997.

In no instance will portfolio securities be purchased from or sold to Investment
Managers, Hirtle Callaghan or any affiliated person of the foregoing entities
except to the extent permitted by applicable law or an order of the SEC.
Investment decisions for the several Portfolios are made independently from
those of any other client accounts (which may include mutual funds) managed or
advised by an Investment Manager. Nevertheless, it is possible that at times
identical securities will be acceptable for both a Portfolio of the Trust and
one or more of such client accounts. In such cases, simultaneous transactions
are inevitable. Purchases and sales are then averaged as to price and allocated
as to amount according to a formula deemed equitable to each such account. While
in some cases this practice could have a detrimental effect upon the price or
value of the security as far as a Portfolio is concerned, in other cases it is
believed that the ability of a Portfolio to participate in volume transactions
may produce better executions for such Portfolio.

Portfolio Turnover. Changes may be made in the holdings of any of the Portfolios
consistent with their respective investment objectives and policies whenever, in
the judgment of the relevant Investment Manager, such changes are believed to be
in the best interests of the Portfolio involved. It is anticipated that the
annual portfolio turnover rate for a Portfolio will not exceed 100% under normal
circumstances. The portfolio turnover rate is calculated by dividing the lesser
of purchases or sales of portfolio securities by the average monthly value of a
Portfolio's securities. For purposes of this calculation, portfolio securities
exclude all securities having a maturity when purchased of one year or less. The
portfolio turnover rate for each of the Portfolios that has more than one
Investment Manager will be an aggregate of the rates for each individually
managed portion of that Portfolio. Rates for each portion, however, may vary
significantly. The portfolio turnover rate for each of the Trust's Portfolios
for the fiscal year ended June 30, 1997 were: for the Value Equity Portfolio,
97.30%; for the Growth Equity Portfolio, 80.47%; for the Small Capitalization
Equity Portfolio, 54.16%; for the International Portfolio, 29.85% and for the
Limited Duration Municipal Bond Portfolio, 44.57%. The portfolio turnover rates
for the portfolios for the period beginning with the commencement of the
respective portfolio's operations and ending on June 30, 1996, were as follows:
for the Value Equity Portfolio, 92.00%; for the Growth Equity Portfolio, 80.00%;
for the Small Capitalization Equity Portfolio, 38.00%; and for the International
Portfolio, 15.00%.

The portfolio turnover rate for the Limited Duration Municipal Bond Portfolio
for the same period was 116.00%. This rate is due to the fact that securities
may be sold by the Investment Manager in order to adjust the overall duration or
average effective of the overall portfolio. The portfolio turnover rate for The
Fixed Income and Intermediate Term Municipal Bond Portfolios is similarly
expected to exceed 100%.

<PAGE>

Valuation. The net asset value per share of the Portfolios is determined once on
each Business Day as of the close of the New York Stock Exchange, which is
normally 4 P.M. New York City time, on each day the New York Stock Exchange is
open for trading. The Trust does not expect to determine the net asset value of
its shares on any day when the Exchange is not open for trading even if there is
sufficient trading in its portfolio securities on such days to materially affect
the net asset value per share.

In valuing the Trust's assets for calculating net asset value, readily
marketable portfolio securities listed on a national securities exchange or on
NASDAQ are valued at the last sale price on the business day as of which such
value is being determined. If there has been no sale on such exchange or on
NASDAQ on such day, the security is valued at the closing bid price on such day.
Readily marketable securities traded only in the over-the-counter market and not
on NASDAQ are valued at the current or last bid price. If no bid is quoted on
such day, the security is valued by such method as the Board shall determine in
good faith to reflect the security's fair value. All other assets of each
Portfolio are valued in such manner as the Board in good faith deems appropriate
to reflect their fair value. The net asset value per share of each of the
Trust's Portfolios is calculated as follows: All liabilities incurred or accrued
are deducted from the valuation of total assets which includes accrued but
undistributed income; the resulting net asset value is divided by the number of
shares outstanding at the time of the valuation and the result (adjusted to the
nearest cent) is the net asset value per share.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions. As noted in the prospectus, each Portfolio will
distribute substantially all of its net investment income and net realized
capital gains, if any. The Value Equity Portfolio, The Growth Equity Portfolio
and The Small Capitalization Equity Portfolios will declare and distribute
dividends from net investment income on a quarterly basis. The Limited Duration
Municipal Bond Portfolio, The Intermediate Municipal Bond Portfolio and the
Fixed-Income Portfolio will declare dividends daily, with payments on a monthly
basis. The International Equity Portfolio will declare dividends semi-annually.
The Trust expects to distribute any undistributed net investment income and
capital gains for the 12-month period ended each October 31, on or about
December 31 of each year.

Tax Information. Each of the Trust's Portfolios is treated as a separate entity
for federal income tax purposes. Each Portfolio intends to qualify and elect to
be treated as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code") for the fiscal year ending June
30, 1996 and intends to continue to so qualify. Accordingly, it is the policy of
each Portfolio to distribute to its shareholders by December 31 of each calendar
year (i) at least 98% of its ordinary income for such year; (ii) at least 98% of
the excess of its realized capital gains over its realized capital losses for
the 12-month period ending on October 31 during such year; and (iii) any amounts
from the prior calendar year that were not distributed. The following discussion
and related discussion in the prospectus do not purport to be a complete
description of all tax implications of an investment in the Trust. In addition,
such information relates solely to the application of that law to U.S. citizens
or residents and U.S. domestic corporations, partnerships, trusts and estates. A
shareholder should consult with his or her own tax adviser for more information
about Federal, state, local or foreign taxes. Each shareholder who is not a U.S.
person should consider the U.S. and foreign tax consequences of ownership of
shares of the Trust, including the possibility that such a shareholder may be
subject to a U.S. withholding tax on amounts constituting ordinary income.

<PAGE>

Distributions of net investment income and short-term capital gains are taxable
to shareholders as ordinary income. Distributions paid by a Portfolio out of
long-term capital gain are taxable to those investors who are subject to income
tax as long term capital gain, regardless of the length of time the investor has
owned shares in the portfolio. The rate at which such gains will be taxed,
however, will depend on the length of time the Portfolio held the assets that
generated the gain. In the case of corporate shareholders, a portion of the
distributions may qualify for the dividends-received deduction to the extent the
Trust designates the amount distributed by any Portfolio as a qualifying
dividend. The aggregate amount so designated cannot, however, exceed the
aggregate amount of qualifying dividends received by that Portfolio for its
taxable year. It is expected that dividends from domestic corporations will be
part of the gross income for one or more of the Portfolios and, accordingly,
that part of the distributions by such Portfolios may be eligible for the
dividends-received deduction for corporate shareholders. However, the portion of
a particular Portfolio's gross income attributable to qualifying dividends is
largely dependent on that Portfolio's investment activities for a particular
year and therefore cannot be predicted with any certainty. The deduction may be
reduced or eliminated if shares of such Portfolio held by a corporate investor
are treated as debt-financed or are held for less than 46 days.

Distributions of net investment income and short-term capital gains are taxable
to shareholders as long-term capital gains, regardless of the length of time
they have held their shares. Capital gains distributions are not eligible for
the dividends-received deduction referred to in the previous paragraph.
Distributions of any net investment income and net realized capital gains will
be taxable as described above, whether received in shares or in cash.
Shareholders electing to receive distributions in the form of additional shares
will have a cost basis for federal income tax purposes in each share so received
equal to the net asset value of a share on the reinvestment date. Distributions
are generally taxable when received. However, distributions declared in October,
November or December to shareholders of record on a date in such a month and
paid the following January are taxable as if received on December 31.
Distributions are includable in alternative minimum taxable income in computing
a shareholder's liability for the alternative minimum tax.

A redemption of Trust shares may result in recognition of a taxable gain or
loss. Any loss realized upon a redemption of shares within six months from the
date of their purchase will be treated as a long-term capital loss to the extent
of any amounts treated as distributions of long-term capital gains during such
six-month period. Any loss realized upon a redemption may be disallowed under
certain wash sale rules to the extent shares of the same Trust are purchased
(through reinvestment of distributions or otherwise) within 30 days before or
after the redemption or exchange.

<PAGE>

The Trust is required to report to the Internal Revenue Service all
distributions of taxable income and capital gains as well as gross proceeds from
the redemption or exchange of Trust shares, except in the case of exempt
shareholders, which includes most corporations. Pursuant to the backup
withholding provisions of the Code, distributions of any taxable income and
capital gains and proceeds from the redemption of Trust shares may be subject to
withholding of federal income tax at the rate of 31 percent in the case of
non-exempt shareholders who fail to furnish the Trust with their taxpayer
identification numbers and with required certifications regarding their status
under the federal income tax law. If the withholding provisions are applicable,
any such distributions and proceeds, whether taken in cash or reinvested in
additional shares, will be reduced by the amounts required to be withheld.
Corporate and other exempt shareholders should provide the Trust with their
taxpayer identification numbers or certify their exempt status in order to avoid
possible erroneous application of backup withholding. The Trust reserves the
right to refuse to open an account for any person failing to provide a certified
taxpayer identification number.

Tax Matters Relating to the Use of Certain Hedging Instruments and Foreign
Investments. Certain of the Portfolios may write, purchase or sell certain
options, futures and foreign currency contracts. Such transactions are subject
to special tax rules that may affect the amount, timing and character of
distributions to shareholders. Unless a Portfolio is eligible to make, and
makes, a special election, any such contract that is a "Section 1256 contract"
will be "marked-to-market" for Federal income tax purposes at the end of each
taxable year, i.e., each contract will be treated for tax purposes as though it
had been sold for its fair market value on the last day of the taxable year. In
general, unless the special election referred to in the previous sentence is
made, gain or loss from transactions in Section 1256 contracts will be 60% long
term and 40% short term capital gain or loss. Additionally, Section 1092 of the
Code, which applies to certain "straddles," may affect the tax treatment of
income derived by a Portfolio from transactions in option, futures and foreign
currency contracts. In particular, under this provision, a Portfolio may, for
tax purposes, be required to postpone recognition of losses incurred in certain
closing transactions.

Section 988 of the Code contains special tax rules applicable to certain foreign
currency transactions that may affect the amount, timing, and character of
income, gain or loss recognized by the Trust. Under these rules, foreign
exchange gain or loss realized with respect to foreign currency-denominated debt
instruments, foreign currency forward contracts, foreign currency-denominated
payables and receivables, and foreign currency options and futures contracts
(other than options, futures, and foreign currency contracts that are governed
by the mark-to-market and 60%-40% rules of Section 1256 of the Code and for
which no election is made) is treated as ordinary income or loss. Under the
Code, dividends or gains derived by a Portfolio from any investment in a
"passive foreign investment company" ("PFIC")-- a foreign corporation 75 percent
or more of the gross income of which consists of interest, dividends, royalties,
rents, annuities or other "passive income" or 50 percent or more of the assets
of which produce "passive income" -- may subject a Portfolio to U.S. federal
income tax even with respect to income distributed by the Portfolio to its
shareholders. In addition, any such tax will not itself give rise to a deduction
or credit to the Portfolio or to any shareholder. In order to avoid the tax
consequences described above, those Portfolios authorized to invest in foreign
securities will attempt to avoid investments in PFICs, or will elect to
mark-to-market and recognize ordinary income each year with respect to any such
investments.

PERFORMANCE AND OTHER INFORMATION

From time to time, a Portfolio may state its total return in sales literature
and investor presentations. Total return may be stated for any relevant period
specified. Any statements of total return will be accompanied by information on
that Portfolio's average annual compounded rate of return over the most recent
four calendar quarters and the period from the inception of that Portfolio's
operations. The Trust may also advertise aggregate and average total return
information over different periods of time for the various Portfolios. The
average annual compounded rate of return for a

<PAGE>

Portfolio is determined by reference to a hypothetical $1,000 investment that
includes capital appreciation and depreciation for the stated period, according
to the formula P(1+T)/n/ = ERV. For purposes of this formula, the variables
represent the following values:

P = a hypothetical initial purchase of $1,000 T = average annual total
return n = number of years
ERV = redeemable value of hypothetical $1,000 initial purchase at
the end of the period.

Aggregate total return is calculated in a similar manner, except that the
results are not annualized. Each calculation assumes that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period and gives effect to the maximum applicable sales charge. From time to
time, evaluations of a Trust's performance by independent sources may also be
used in advertisements and in information furnished to present or prospective
investors in the Trusts. Investors should note that the investment results of
each of the Trust's Portfolios will fluctuate over time, and any presentation of
a Portfolio's total return for any period should not be considered as a
representation of what an investment may earn or what an investor's total return
may be in any future period.

The table below shows the name and address of record of each person known to the
Trust to hold, as of record or beneficially, 5% or more of shares of the Trust
as May 29, 1998. Hirtle Callaghan may be deemed to have, or share, investment
and/or voting power with respect to more than 50% of the shares of the Trust's
portfolios, with respect to which shares Hirtle Callaghan disclaims beneficial
ownership.

<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------
Small
Name and Address of Value Growth Capitalization International Limited Duration
Record Holder Equity Equity Equity Equity Municipal Bond
- - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Bankers Trust Company 65.58% 76.88% 84.72% 60.51% 86.80%
1 Bankers Trust Plaza
New York, N.Y. 10006

PNC Bank, N.A. 10.79% 7.62% 5.97% 28.45%(1) 8.15%
P.O. Box 7780-1888
Philadelphia, PA 19182

Northern Trust Company 9.28%(2) 8.17%(3) 6.11%(4) 4.29% 5.05%
P.O. Box 92956
Chicago, IL 60675
</TABLE>
- - ----------------------------
(1) Shares include 21.62% held FBO 78 PGH Pension
(2) Shares include 8.71% held FBP SFTRS 26-31827
(3) Shares include 7.48% held FBO SFTRS HC
(4) Shares include 5.49% held FBO SFTRS HC

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

Coopers and Lybrand, LLP, serves as the Trust's independent accountants. The
Trust's financial statements as of June 30, 1997, have been audited by Coopers
and Lybrand, LLP, whose address is 2400 Eleven Penn Center, Philadelphia, PA
19103. Such statements and accompanying report are set forth in the Trust's
Annual Report to Shareholders, which accompanies this Statement of Additional
Information and is incorporated herein by reference.

The Trust's financial statements for the six month period ended December 31,
1997, which are unaudited, are included in the Trust's Semi-Annual Report to
Shareholders. That report likewise accompanies this Statement of Additional
Information and is incorporated by reference herein.

<PAGE>

Ratings Appendix

Ratings for Corporate Debt Securities
<TABLE>
<CAPTION>

Moody's Investors Service, Inc. Standard & Poor's Corporation
<S> <C>
Aaa AAA
Judged to be of the best quality; smallest This is the highest rating assigned by S&P to a
degree of investment risk debt obligation and indicates an extremely strong
capacity to pay principal and interest.

Aa AA
Judged to be of high quality by all Also qualify as high-quality debt obligations.
standards; together with Aaa group, Capacity to pay principal and interest is very
comprise what are generally known as strong
"high grade bonds"

A A
Possess many favorable investment Strong capacity to pay principal and interest,
attributes and are to be considered as although securities in this category are
somewhat upper medium grade obligations more susceptible to the adverse effects
of changes
in circumstances and economic conditions.

Baa BBB
Medium grade obligations, i.e. Bonds rated BBB are regarded as having an adequate
they are neither highly protected nor capacity to pay principal and interest. Although
poorly secured. Interest payments they normally exhibit adequate protection
and principal security appear parameters, adverse economic conditions or
adequate for present but certain changing circumstances are more likely to lead to
protective elements may be lacking or a weakened capacity to pay principal and interest
unreliable over time. Lacking in for bonds in this category than for bonds in the A
outstanding investment characteristics and category.
have speculative characteristics as well

Ba BB
Judged to have speculative elements: their Bonds rated BB are regarded, on balance, as
future cannot be considered as well predominantly speculative with respect to the
assured. Often the protection of issuer's capacity to pay interest and repay
interest and principal payments principal in accordance with the terms of the
may every moderate and thereby not well obligation. While such bonds will likely have some
safeguarded during both good and bad quality and protective characteristics, these are
times over the future. Uncertainty outweighed by large uncertainties or major risk
of position characterize bonds exposures to adverse conditions.
in this class
</TABLE>

<PAGE>

RATINGS FOR MUNICIPAL SECURITIES

The following summarizes the two highest ratings used by Standard & Poor's
Corporation for short term notes:

SP-1 -- Loans bearing this designation evidence a very strong or strong
capacity to pay principal and interest. Those issues determined to possess
overwhelming safety characteristics will be given a (+) designation.

SP-2 -- Loans bearing this designation evidence a satisfactory capacity to
pay principal and interest.

The following summarizes the two highest ratings used by Moody's Investors
Service, Inc. for short term notes:

MIG-1/VIG-1 -- Obligations bearing these designations are of the best
quality, enjoying strong protection from established cash flows of funds
for their servicing or from established and broad-based access to the
market for refinancing, or both.

MIG-1/VIG-2 -- Obligations bearing these designations are of the high
quality, with margins of protection ample although not so large as in the
preceding group.

The following summarizes the two highest ratings used by Standard & Poor's
Corporation for commercial paper:

Commercial Paper rated A-1 by Standard & Poor's Corporation indicated that
the degree of safety regarding timely payment is either overwhelming or
very strong. Those issues determined to possess overwhelming safety
characteristics are denoted A-1+. Capacity for timely payment on commercial
paper rated A-2 is strong, but the relative degree of safety is not as high
as for issues designated A-1.

The following summarizes the two highest ratings used by Moody's Investors
Service, Inc. for commercial paper:

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Issuers rated Prime-1 (or related supporting institutions) are
considered to have a superior capacity for repayment of short-term
promissory obligations. Issuers rated Prime-2 (or related supporting
institutions) are considered to have a strong capacity for repayment of
short-term promissory obligations. This will normally be evidenced by many
of the characteristics of issuers rated Prime-1 but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is
maintained.

<PAGE>