HIRTLE CALLAGHAN TRUST, 485APOS, 1999-09-02

HIRTLE CALLAGHAN TRUST
485APOS, 1999-09-02

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[TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 2, 1999]

1933 Act File No. 33-87762
1940 Act File No. 811-8918

Form N-1A
Securities and Exchange Commission
Washington, D.C. 20549

Registration Statement Under the Securities Act of 1933 [ ]
Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 12 [x]

and/or

Registration Statement Under the Investment Company Act of 1940 [x]
Amendment No. 13

(Check appropriate box or boxes.)

THE HIRTLE CALLAGHAN TRUST
(Exact Name of Registrant as Specified in Charter)

100 Four Falls Corporate Center Suite 500
West Conshohocken, PA 19428-2970
(Address of Principal Executive Offices) (Zip Code)

610-828-7200
(Registrant's Telephone Number, including Area Code)

Laura Anne Corsell, Esq. (With Copy To):
7307 Elbow Lane Audrey Talley, Esq.
Philadelphia, PA 19119 Drinker Biddle & Reath
1345 Chestnut Street
Philadelphia, PA, 19107-2700

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: NA

It is proposed that this filing will become effective (check appropriate box)

[ ] Immediately upon filing pursuant to paragraph (b)

[ ] on ______________ pursuant to paragraph (b)

[X] 60 days after filing pursuant to paragraph (a)(i)

[ ] on _______ pursuant to paragraph (a)(1) of rule 485

[ ] 75 days after filing pursuant to paragraph (a)(ii) of Rule 485

[ ] on ________ pursuant to paragraph (a)(2) of Rule 485

<PAGE>

THE HIRTLE CALLAGHAN TRUST
================================================================================

----------
PROSPECTUS
----------

November 1, 1999

The Securities and Exchange Commission has not approved or disapproved the
shares described in this prospectus or determined whether this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

<PAGE>

Table of Contents
================================================================================

A Summary of the risks, past performance Portfolio Descriptions and Expenses
and fees of each Portfolio -----------------------------------

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

An overview of securities that may be Investment Risk and Strategies
purchased, investment techniques that ------------------------------
may be used and the risks associated
with them.

A look at the people and organizations Management of the Trust
responsible for the investments and -----------------------
operation of the Trust's Portfolios
Hirtle Callaghan & Co., Inc.
The Specialist Managers

Your guide to an account in the Shareholder Information
Hirtle Callaghan Trust -----------------------

Purchases and Redemptions
Dividends, Distributions and
Taxes
Additional Information

Selected Per Share Information Financial Highlights
--------------------

Where to Learn More
-------------------

<PAGE>

INTRODUCTION TO THE HIRTLE CALLAGHAN TRUST
================================================================================

The Trust offers The Hirtle Callaghan Trust ("Trust") offers seven separate
both equity investment portfolios (each a "Portfolio"). Of these, four
oriented and -- The Equity Portfolios -- invest primarily in equity
fixed income securities. The remaining three portfolios -- The Fixed
investments. Income Portfolios -- invest primarily in fixed income
securities.

Portfolio Hirtle Callaghan & Co. serves as the overall sponsor and
management is investment adviser to the Trust, monitoring the performance
provided by of the individual Portfolios and advising the Trust's Board
Specialist of Trustees. Day-to-day investment decisions are made for
Managers seeking the Portfolios by one or more independent money management
securities whose organizations -- the SPECIALIST MANAGERS.
long term economic
value is not The Equity Portfolios are designed to operate on a
reflected in "MULTI-MANAGER" basis. This means that each of the Trust's
current market Portfolios may be managed by more than one Specialist
prices. Manager. Each of the Equity Portfolios has retained two
separate portfolio management firms to make investment
decisions on its behalf. Each of the Equity Portfolios
TOP-DOWN investing combines a TOP-DOWN INVESTMENT PHILOSOPHY, often coupled
means focusing on with quantitative techniques, and a BOTTOM-UP STOCK
industry and SELECTION APPROACH that focuses on fundamental analysis. At
economic trends present, the Fixed Income Portfolios are each served by a
to identify those single Specialist Manager.
market sectors
that may offer There are two basic risks to which all mutual funds,
investment including each of the Portfolios of the Trust, are subject.
opportunities, Mutual fund shareholders run the risk that the value of the
often before securities held by a Portfolio may move down in response to
analyzing general market and economic conditions, or conditions that
information affect specific market sectors or individual companies. This
relating to is referred to as "MARKET RISK."
specific issuers.
As an investor in the Trust, you also run the risk that
BOTTOM-UP investment strategies employed by the Portfolios in the
investing means investment selection process -- including the ability of
seeking investment each Specialist Manager to assess economic conditions and
opportunities by investment opportunities -- may not result in an increase in
analyzing the value of your investment or in overall performance equal
fundamental to other investments. This is referred to as "MANAGEMENT
information about RISK." In the case of the Equity Portfolios, there is the
a company -- further risk that the differing investment styles of the
factors such as Specialist Managers in any one of the Equity Portfolio may
earnings and not be complementary. For example, one Specialist Manager
sales, product may be purchasing shares of a company at the same time as
lines and the that stock is being sold by a Portfolio's second Specialist
ability of the Manager.
company's
management. Depending on the investments made by an individual Portfolio
and the investment strategies and techniques used by its
Specialist Manager(s), a Portfolio may be subject to
additional risks.

YOUR INVESTMENT On the following pages you will find a Portfolio by
IN ANY PORTFOLIO Portfolio summary of the investment policies of each
OF THE TRUST Portfolio of the Trust, as well as a summary of the
INVOLVES A RISK investment risks to which each Portfolio may be subject.
THAT YOU WILL This information is accompanied by illustrations of the past
LOSE MONEY ON performance of the individual Portfolios and the expenses
YOUR INVESTMENT. that you will bear as a shareholder of each Portfolio.

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE VALUE EQUITY PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. The investment objective of this Portfolio is to provide
total return consisting of capital appreciation and current income. The Value
Equity Portfolio seeks to achieve its objective by investing primarily in a
diversified portfolio of equity securities.

PRINCIPAL INVESTMENT STRATEGIES. In selecting securities for the Portfolio, the
Specialist Managers follow a value-oriented investment approach. "Value
investing" means that the Specialist Managers generally emphasize common stock
issues which are inexpensive relative to the market. The price of value stocks
are typically below their worth in comparison to factors such as earnings, book
value and dividend paying ability. In general, value-oriented funds such as The
Value Equity Portfolio may appeal to investors who want some dividend income and
the potential for capital gains, but are less tolerant of the share-price
flucuations typical in growth-oriented funds. Up to 15% of the Portfolio's total
assets may be invested in securities, such as preferred stocks or bonds, that
are convertible into common stock. Up to 20% of the Portfolio's total assets may
also be invested in securities issued by non-U.S. companies. The Portfolio may
engage in transactions involving "derivative instruments" -- option or futures
contracts, Standard & Poor's Depositary Receipts (referred to as "SPDRs") and
similar instruments -- in order to hedge against fluctuations in the relative
value of the securities held by the Portfolio, to facilitate cash flows or to
achieve market exposure pending investment.

SPECIALIST MANAGERS. Institutional Capital Corporation ("ICAP") and Geewax
Terker & Co. ("Geewax") currently provide portfolio management services to this
Portfolio. Further information about this Portfolio's Specialist Managers
appears on page ___ of this Prospectus.

THE ICAP ICAP adheres to a value oriented, fundamental investment
INVESTMENT style. Its investment process involves three keys
SELECTION components: valuation, identification of a "catalyst" and
PROCESS research. First, ICAP uses its proprietary valuation models
to identify, from a universe of approximately 450 well
established large- and mid-capitalization companies, those
companies that ICAP believes offer the best relative values.
From these undervalued companies, stocks that exhibit
deteriorating earnings trends are eliminated. Next, ICAP
looks beyond traditional measures of value to find companies
where it believes there exists a catalyst for positive
change. The catalyst can be thematic (e.g., consolidation of
the banking industry), something that would benefit a number
of companies, or an event that is company specific (e.g., a
corporate restructuring or the introduction of a new
product). An integral part of ICAP's disciplined process is
continuous communication with the top management at each of
these companies, and often the customers, competitors and
suppliers of these companies.

THE GEEWAX Geewax adheres to a top-down quantitative investment
INVESTMENT philosophy. In selecting investments for the Portfolio,
SELECTION Geewax uses a proprietary valuation system to identify those
PROCESS market sectors and industries that Geewax believes have good
prospects for growth. Geewax then conducts in-depth analysis
of the financial quality, market capitalization, cash flow,
earnings and revenues of individual companies within those
sectors or industries. Stock selections are then made using
a variety of quantitative techniques and fundamental
research. and with a view to assembling a portfolio of
investments similar in terms of risk, capitalization and
represented market sectors to the Russell 1000 Value
Index(R).

INVESTMENT RISKS
The principal investment risk associated with an investment in The Value Equity
Portfolio is MARKET RISK. The value of equity securities fluctuates in response
to various market factors and the equity markets can be volatile. In addition,
the value of the Portfolio's holdings of foreign securities are subject to
FOREIGN SECURITIES RISK, which are not normally associated with investments in
the securities of U.S. companies. These include risks relating to political,
social and economic developments abroad and differences between U.S. and foreign
regulatory requirements and market practices. Securities that are denominated in
foreign currencies are subject to the further risk that the value of the foreign
currency will fall in relation to the U.S. dollar and/or will be affected by
volatile currency markets, or actions of U.S. and foreign governments or central
banks. Convertible securities may also be subject to INTEREST RATE RISK -- the
risk that, if interest rates rise, the value of income-producing securities may
experience a corresponding decline. Convertible securities may also be subject
to CREDIT RISK -- the risk that the issuing company may be fail to make
principal and interest payments when due. The use by the Portfolio of derivative
instruments -- so called because their value derives from the value of an
underlying asset, currency or index -- carries with it DERIVATIVE RISK -- the
risk that the value of derivatives may rise of fall more rapidly than other
investments, and the risk that the Portfolio may lose more than the amount
invested in the derivative instrument in the first place. Derivative instruments
also involve the risk that other parties to the derivative contract may fail to
meet their obligations, which could cause losses to the Portfolio.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES -- THE VALUE EQUITY PORTFOLIO
================================================================================

The chart and table on this page show how The Value Equity Portfolio has
performed and how its performance has varied from year to year. The bar chart
gives some indication of risk by showing changes in the Portfolio's yearly
performance for each full calendar year since the Portfolio's inception. The
table accompanying the bar chart compares the Portfolio's performance over time
to that of the Russell 1000 Value Stock Index(R), a widely recognized, unmanaged
index of common stocks. Both the bar chart and the table assume all dividends
and distributions were reinvested in shares of the Portfolio. Of course, past
performance does not indicate how the Portfolio will perform in the future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 1

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending 12/31)

1 yr. 5 yrs. From
inception

VALUE EQUITY _____% _____% _____%

RUSSELL 1000 VALUE
STOCK INDEX _____% _____% _____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . None
Maximum Redemption Fee . . . . . . . . None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees . . . . . . . . . . . ______%
Other Expenses . . . . . . . . . . . . ______%
Total Portfolio
Operating Expenses . . . . . . . . . . ______%

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

[INSERT REQUIRED EXAMPLE]

- --------------------
1 Results are shown on a calendar year basis; the Portfolio's fiscal year,
however, is June 30. The Portfolio's return for calendar year 1999, as of
September 30, 1999 is ________ (annualized).
2 Figures shown are compounded.

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE GROWTH EQUITY PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. The investment objective of this Portfolio is to provide
capital appreciation, with income as secondary consideration. The Portfolio will
seek to achieve this objective by investing primarily in a diversified portfolio
of equity securities.

PRINCIPAL INVESTMENT STRATEGIES. In selecting securities for the Portfolio, the
Specialist Managers follow a growth-oriented investment approach. "Growth
investing" means that Specialist Managers will generally focus on companies
believed to have above-average potential for growth in revenue and earnings. The
prices of these stocks are typically above-average in relation to measures such
as revenue, earnings, book value and dividends. As a growth-oriented investment,
The Growth Equity Portfolio may appeal to investors willing to accept more
share-price fluctuation than may be the case for The Value Equity Portfolio, in
exchange for the potential for greater increases in share prices. 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 15% 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. The Portfolio may engage in transactions involving
"derivative instruments" -- option or futures contracts, Standard & Poor's
Depositary Receipts (referred to as "SPDRS") and similar instruments -- in order
to hedge against fluctuations in the relative value of the securities held by
the Portfolio, to facilitate cash flows or to achieve market exposure pending
investment.

SPECIALIST MANAGERS. Jennison Associates LLC ("Jennison") and Goldman Sachs
Asset Management ("GSAM") currently provide portfolio management services to
this Portfolio. Further information about this Portfolio's Specialist Managers
appears on page ___ of this Prospectus.

THE JENNISON Jennison selects stocks on a company by company basis using
INVESTMENT fundamental analysis. This bottom-up approach emphasizes
SELECTION companies that are experiencing some or all of the
PROCESS following: above-average revenues and earnings per share,
growth, improving profitability and /or strong market
position. Often, companies selected for investment by
Jennison have superior management, unique marketing
competence, strong research and development and financial
discipline.

THE GSAM In selecting investments for the Portfolio, GSAM emphasizes
INVESTMENT a company's growth prospects of equity securities to be
SELECTION purchased for the Portfolio. Investments are selected using
PROCESS both a variety of quantitative techniques and fundamental
research, while maintaining risk, style, capitalization and
industry characteristics similar to the Russell 1000 Growth
Index(R). GSAM monitors the performance of securities it
purchased for the Portfolio through the use of a proprietary
computerized ranking system designed to forecast the returns
of securities acquired for the Portfolio by GSAM. GSAM also
attempts to limit the extent to which positions acquired by
GSAM for the Portfolio deviate from the benchmark. The goal
of this process is to assure that these positions are size
and sector neutral relative to the Russell 1000 Growth Stock
Index.(R)

INVESTMENT RISKS. The principal investment risk associated with an investment in
The Growth Equity Portfolio is MARKET RISK. The value of equity securities
fluctuates in response to various market factors and the equity markets can be
volatile. In addition, the value of the Portfolio's holdings of foreign
securities are subject to FOREIGN SECURITIES RISK, which are not normally
associated with investments in the securities of U.S. companies. These include
risks relating to political, social and economic developments abroad and
differences between U.S. and foreign regulatory requirements and market
practices. Securities that are denominated in foreign currencies are subject to
the further risk that the value of the foreign currency will fall in relation to
the U.S. dollar and/or will be affected by volatile currency markets or actions
of U.S. or foreign governments or central banks. Convertible securities may also
be subject to INTEREST RATE RISK -- the risk that, if interest rates rise, the
value of income-producing securities may experience a corresponding decline.
Convertible securities may also be subject to CREDIT RISK -- the risk that the
issuing company may fail to make principal and interest payments when due. The
use by the Portfolio of derivative instruments -- so called because their value
derives from the value of an underlying asset, currency or index -- carries with
it DERIVATIVE RISK -- the risk that the value of derivatives may rise of fall
more rapidly than other investments, and the risk that the Portfolio may lose
more than the amount invested in the derivative instrument in the first place.
Derivative instruments also involve the risk that other parties to the
derivative contract may fail to meet their obligations, which could cause losses
to the Portfolio.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES -- THE GROWTH EQUITY PORTFOLIO
================================================================================

The chart and table on this page show how The Growth Equity Portfolio has
performed and how its performance has varied from year to year. The bar chart
gives some indication of risk by showing changes in the Portfolio's yearly
performance for each full calendar year since the Portfolio's inception. The
table accompanying the bar chart compares the Portfolio's performance over time
to that of the Russell 1000 Growth Stock Index(R), a widely recognized,
unmanaged index of common stocks. Both the bar chart and the table assume all
dividends and distributions were reinvested in shares of the Portfolio. Of
course, past performance does not indicate how the Portfolio will perform in the
future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 1

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending 12/31)

1 yr. 5 yrs. From
inception

GROWTH EQUITY ____% ____% ____%

RUSSELL 1000 GROWTH
INDEX _____% _____% _____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . .None
Maximum Redemption Fee . . . . . . . . .None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees* . . . . . . . . . . . . . . . . . _____%
Other Expenses . . . . . . . . . . . . . . . . . _____%
Total Portfolio
Operating Expenses . . . . . . . . . . . . . . . . _____%

[INSERT REQUIRED EXAMPLE]

* [NOTE REGARDING POSSIBLE IMPACT OF PERFORMANCE FEE TO BE SUPPLIED.]

- ------------------------
1 Results are shown on a calendar year basis; the Portfolio's fiscal year,
however, is June 30. The Portfolio's return for 1999, as of September 30,
1999 is ________ (annualized).
2 Figures shown are compounded.

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE SMALL CAPITALIZATION EQUITY PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. The investment objective of this Portfolio is to provide
long term capital appreciation by investing primarily in equity securities of
smaller companies.

PRINCIPAL INVESTMENT STRATEGIES. Companies in which the Portfolio may invest are
those which, in the view of one or more of the Portfolio's Specialist 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 are invested in equity securities of companies with
capitalizations of less than $1.5 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. The Portfolio may engage in transactions
involving "derivative instruments" -- option or futures contracts, Standard &
Poor's Depositary Receipts (referred to as "SPDRS") and similar instruments --
in order to hedge against fluctuations in the relative value of the securities
held by the Portfolio, to facilitate cash flows or to achieve market exposure
pending investment.

SPECIALIST MANAGERS. Frontier Capital Management Company ("Frontier") and Geewax
Terker & Co. ("Geewax") currently provide portfolio management services to this
Portfolio. Further information about this Portfolio's Specialist Managers
appears on page ___ of this Prospectus.

THE FRONTIER Frontier seeks to identify companies with unrecognized
INVESTMENT earning potential. Earnings per share, growth and price
SELECTION appreciation are important factors. Frontier's investment
PROCESS process combines fundamental research with a valuation model
that screens for equity valuation, earnings growth, earnings
momentum and unexpectedly high or low earnings. Generally,
Frontier will consider selling a security if earnings growth
potential is realized, when the fundamental reasons for
purchase are no longer valid, or when a more attractive
situation is identified.

INVESTMENT RISKS. The principal investment risk associated with an investment in
The Small Capitalization Equity Portfolio is MARKET RISK. The equity securities
in which the Portfolio invests generally increase or decrease in value based on
the earnings of a company and on general industry and market conditions and
equity markets can be volatile. Your investment in this Portfolio will also be
subject to SMALL CAP COMPANY RISK -- the risk that, due to limited product
lines, markets or financial resources, a dependence on a relatively small
management group or other factors, small cap companies may be more vulnerable to
adverse business or economic developments. Securities of small cap companies may
be less liquid and more volatile than securities of larger companies or the
market averages in general. In addition, small cap companies may not as be
well-known to the investing public as large cap companies, may not have
institutional ownership and may have only cyclical, static or moderate growth
prospects. In addition, the performance of the Portfolio may be adversely
affected during periods when the smaller capitalization stocks are out-of-favor
with investors, who may prefer to hold securities of large capitalization
companies. The use by the Portfolio of derivative instruments -- so called
because their value derives from the value of an underlying asset, currency or
index -- carries with it DERIVATIVE RISK -- the risk that the value of
derivatives may rise of fall more rapidly than other investments, and the risk
that the Portfolio may lose more than the amount invested in the derivative
instrument in the first place. Derivative instruments also involve the risk that
other parties to the derivative contract may fail to meet their obligations,
which could cause losses to the Portfolio.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES--THE SMALL CAPITALIZATION EQUITY PORTFOLIO
================================================================================

The chart and table on this page show how The Small Capitalization Equity
Portfolio has performed and how its performance has varied from year to year.
The bar chart gives some indication of risk by showing changes in the
Portfolio's yearly performance for each full calendar year since the Portfolio's
inception. The table accompanying the bar chart compares the Portfolio's
performance over time to that of the Russell 2000 Small Cap Stock Index(R)a
widely recognized, unmanaged index of small capitalization stocks.] Both the bar
chart and the table assume all dividends and distributions were reinvested in
shares of the Portfolio. Of course, past performance does not indicate how the
Portfolio will perform in the future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 1

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending 12/31)

1 yr. 5 yrs. From
inception

Small Cap Equity ____% ____% ____%

RUSSELL 2000
STOCK INDEX ____% ____% ____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . .None
Maximum Redemption Fee . . . . . . . . .None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees . . . . . . . . . . . ._____%
Other Expenses. . . . . . . . . . . . ._____%
Total Portfolio
Operating Expenses. . . . . . . . . . ._____%

[INSERT REQUIRED EXAMPLE]

- -------------------
1 Results are shown on a calendar year basis; the Portfolio's fiscal year,
however, is June 30. The Portfolio's return for 1999, as of September 30,
1999 is ________ (annualized).
2 Figures shown are compounded.

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE INTERNATIONAL EQUITY PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. 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.

PRINCIPAL INVESTMENT STRATEGIES. The International Equity Portfolio is designed
to invest in the equity securities of non-U.S. issuers. 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 and Far East Index ("EAFE Index"). Currently, these markets
are Australia, Austria, Belgium, Denmark, France, Finland, Germany, Hong Kong,
Ireland, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, , Singapore,
Spain, Sweden, Switzerland and the United Kingdom. The Portfolio may engage in
transactions involving "derivative instruments" -- forward foreign currency
exchange contracts, option or futures contracts or similar instruments -- in
order to hedge against fluctuations in the relative value of the currencies in
which securities held by the Portfolio are denominated or to achieve market
exposure pending investment. 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. Up to 10% of
the assets of The International Equity Portfolio may be invested in securities
of companies located in emerging market countries.

SPECIALIST MANAGERS. Brinson Partners, Inc. ("Brinson") and Artisan Partners,
LLP ("Artisan") currently provide portfolio management services to this
Portfolio. Further information about this Portfolio's Specialist Managers
appears on page ___ of this Prospectus.

THE BRINSON Brinson is a fundamental research oriented investor.
INVESTMENT Comparison of market price to its assessment of fundamental
SELECTION value is the cornerstone of Brinson's investment philosophy.
PROCESS Brinson blends classic security analysis with quantitative
analytical tools and modern portfolio theory. Brinson's
equity research and strategy focus on the elements that
explain portfolio performance: country sensitivity, currency
exposures, industry weightings, common risk factors and
individual stock selections. Portfolio construction
integrates insights associated with these elements to build
optimal equity portfolios at the global level.
THE ARTISAN
INVESTMENT In selecting investments for the Portfolio, Artisan
SELECTION emphasizes a bottom up investment approach. In the context
PROCESS of The International Equity Portfolio, this means that
Artisan focuses on identifying companies, including
companies located in emerging market countries, that seem
well positioned for strong, sustainable growth, based on an
analysis of the financial statements and other fundamental
factors of individual issuers. Artisan's research method
favors countries and regions with improving or rapidly
expanding economies, taking into account factors such as
gross domestic product growth, corporate profitability,
economic climate and social change and avoids securities and
markets that appear overvalued.

INVESTMENT RISKS. The principal investment risk associated with an investment in
The International Equity Portfolio is MARKET RISK. The equity securities in
which the Portfolio invests generally increase or decrease in value based on the
earnings of a company and on general industry and market conditions. Equity
markets can be volatile.

Because the Portfolio invests primarily in foreign securities, an investment in
the Portfolio is subject to FOREIGN SECURITIES RISK -- risks that are not
normally associated with investments in the securities of U.S. companies. These
include risks relating to political, social and economic developments abroad and
differences between U.S. and foreign regulatory requirements and market
practices. These risks may be intensified in the case of investments in emerging
market countries, whose political, legal and economic systems may be less
developed and less stable than those of developed countries. Emerging market
securities may also be less liquid and more volatile than securities issued by
companies located in developed nations. Securities denominated in foreign
currencies are subject to CURRENCY RISK -- the risk that the value of the
foreign currency will fall in relation to the U.S. dollar. Currency exchange
rates can be volatile and can be affected by, among other factors, the general
economics of a country, or the actions of the U.S. or foreign governments or
central banks. In addition, transaction expenses related to foreign securities,
including custody fees, are generally more costly than is the case for domestic
securities.

The use by the Portfolio of derivative instruments or contracts -- so called
because their value derives from the value of an underlying asset, currency or
index -- carries with it DERIVATIVE RISK -- the risk that the value of
derivatives may rise or fall more rapidly than other investments, and the risk
that the Portfolio may lose more than the amount invested in the derivative
instrument in the first place. Derivative instruments also involve the risk that
other parties to a derivative contract may fail to meet their obligations,
causing losses to the Portfolio.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES -- THE INTERNATIONAL EQUITY PORTFOLIO
================================================================================

The chart and table on this page show how The International Equity Portfolio has
performed and how its performance has varied from year to year. The bar chart
gives some indication of risk by showing changes in the Portfolio's yearly
performance for each full calendar year since the Portfolio's inception. The
table accompanying the bar chart compares the Portfolio's performance over time
to that of the EAFE Index. Both the bar chart and the table assume all dividends
and distributions were reinvested in shares of the Portfolio. Of course, past
performance does not indicate how the Portfolio will perform in the future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 1

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending 12/31)

1 yr. 5 yrs. From
inception

INTERNATIONAL
EQUITY _____% _____% _____%

EAFE INDEX _____% _____% _____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . .None
Maximum Redemption Fee . . . . . . . . .None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees* . . . . . . . . . . . . . . ._____%
Other Expenses . . . . . . . . . . . . . . . ._____%
Total Portfolio
Operating Expenses . . . . . . . . . . . . . ._____%

* Before July ____, 1999, the Portfolio had only one Specialist Manager. The
addition of a second Specialist Manager resulted in an increase in the
management fee paid by The International Equity Portfolio. Figures shown have
been restated to reflect the impact of this increase, had it been in effect
during the fiscal year ended 6/30/99.

[INSERT REQUIRED EXAMPLE]

- -----------------
1 Results are shown on a calendar year basis; the Portfolio's fiscal year,
however, is June 30. The Portfolio's return for 1999, as of September 30,
1999 is ________ (annualized).
2 Figures shown are compounded.

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE LIMITED DURATION MUNICIPAL
BOND PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. 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 short-term fixed income
securities issued by municipalities and related entities, the interest on which
is exempt from regular Federal income tax. These securities are referred to as
"Municipal Securities."

PRINCIPAL INVESTMENT STRATEGIES. It is a fundamental policy of the Portfolio
that, under normal circumstances, at least 80% of its net assets will be
invested in Municipal Securities. Municipal Securities acquired for the
Portfolio will generally be rated within one of the three highest rating
categories by one of the major independent rating agencies or deemed of
comparable quality. The Portfolio is, however, authorized to invest up to 15% in
Municipal Securities rated in the fourth highest category. In order to maintain
liquidity or in the event that the Portfolio's Specialist Manager believes 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.

Under normal circumstances, the Portfolio will have an effective average
portfolio maturity -- sometimes referred to as "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.

SPECIALIST MANAGERS. MORGAN GRENFELL INCORPORATED ("Morgan Grenfell") currently
provides portfolio management services to this Portfolio. Further information
about this Portfolio's Specialist Manager appears on page ___ of this
Prospectus.

THE MORGAN In selecting securities for investment by the Portfolio,
GRENFELL Morgan Grenfell generally uses a bottom-up approach. Morgan
INVESTMENT Grenfell's analytic process involves assigning a relative
SELECTION value, based on creditworthiness, cash flow and price, to
PROCESS each bond. By comparing each bond to a U.S. Treasury
instrument, Morgan Grenfell then seeks to identify
differences between the bond's intrinsic value and its
market trading price and, where intrinsic value does not
appear to be reflected in the market price of a particular
bond, to determine whether the bond represents an investment
opportunity for the Portfolio. In the event any security
held by the Portfolio is downgraded below the Portfolio's
authorized rating categories, Morgan Grenfell will review
the security and determine whether to retain or dispose of
that security.

INVESTMENT RISKS. One of the primary risks associated with an investment in the
Portfolio is INTEREST RATE RISK -- the risk that the value of Municipal
Securities held in the Portfolio will decline with changes in interest rates.
Although The Limited Duration Municipal Bond Portfolio can be expected to be
less volatile in response to changes in interest rates than an investment with a
longer duration, such as The Intermediate Term Municipal Bond Portfolio, its
yield can also be expected to be lower than such longer term investments. In
addition, when interest rates are declining, issuers of securities held by the
Portfolio may prepay principal earlier than scheduled. As a result of this
prepayment risk, the Portfolio may have to reinvest these prepayments at those
lower rates, thus reducing its income.

An investment in the Portfolio also involves CREDIT RISK -- the risk that the
issuer of a Municipal Security will not make principal or interest payments when
they are due, or that the value of the Municipal Securities will decline because
of a market perception that the issuer may not make payments on time. This risk
is greater for lower quality bonds, such as those rated in the fourth highest
category.

There is no limit on purchases of Municipal Securities the interest on which is
a preference item for purposes of the Federal alternative minimum tax. Moreover,
the Portfolio may invest up to 20% of its assets in taxable securities. As a
result, your tax-adjusted return on your investment in the Portfolio may be
reduced.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES -- THE LIMITED DURATION MUNICIPAL
BOND PORTFOLIO
================================================================================

The chart and table on this page show how the Portfolio has performed and how
its performance has varied from year to year. The bar chart gives some
indication of risk by showing changes in the Portfolio's yearly performance each
full calendar year since its inception. The accompanying table compares the
Portfolio's performance over time to that of the Merrill Lynch 0-3 Year Bond
Index ("Merrill Lynch 0-3 Index")a widely recognized, unmanaged bond index. Of
course, past performance does not indicate how the Portfolio will perform in the
future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 1

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending 12/31)

1 yr. 5 yrs. From
inception

LIMITED
DURATION ____% ____% ____%

MERRILL LYNCH
0-3 INDEX ____% ____% ____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . .None
Maximum Redemption Fee . . . . . . . . .None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees . . . . . . . . . . . . . . . _____%
Other Expenses . . . . . . . . . . . . . . . _____%
Total Portfolio
Operating Expenses. . . . . . . . . . . . . . _____%

[INSERT REQUIRED EXAMPLE]

- ------------------
1 Results are shown on a calendar year basis; the Portfolio's fiscal year,
however, is June 30. The Portfolio's return for 1999, as of September 30,
1999 is ________ (annualized).
2 Figures shouwn are compounded.

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE INTERMEDIATE TERM MUNICIPAL
BOND PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. 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 intermediate-term fixed income
securities issued by municipalities and related entities, the interest on which
is exempt from regular Federal income tax, which are referred to as "Municipal
Securities."

PRINCIPAL INVESTMENT STRATEGIES. It is a fundamental policy of the Portfolio
that, under normal circumstances, at least 80% of its net assets will be
invested in Municipal Securities. Municipal Securities acquired for the
Portfolio will generally be rated within one of the three highest rating
categories by one of the major independent rating agencies, or deemed of
comparable quality. The Portfolio is, however, authorized to invest up to 15% in
Municipal Securities that are rated in the fourth highest category. In order to
maintain liquidity or in the event that the Portfolio's Specialist Manager
believes 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.
Municipal Securities purchased for the Portfolio will have varying maturities,
but under normal circumstances the Portfolio will have an effective dollar
weighted average portfolio maturity of between 5 and 10 years.

INVESTMENT RISKS. One of the primary risks associated with an investment in the
Portfolio is INTEREST RATE RISK -- the risk that the value of Municipal
Securities held in the Portfolio will decline with changes in interest rates.
Prices of fixed income securities with longer effective maturities are more
sensitive to interest rate changes than those with shorter effective maturities.
Accordingly, the yield of The Intermediate Term Municipal Bond Portfolio can be
expected to be somewhat more volatile in response to changes in interest rates
than its shorter-term counterpart, The Limited Duration Municipal Bond
Portfolio. In addition, when interest rates are declining, issuers of securities
held by the Portfolio may prepay principal earlier than scheduled. As a result
of this PREPAYMENT RISK, the Portfolio may have to reinvest these prepayments at
those lower rates, thus reducing its income.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES -- THE INTERMEDIATE TERM MUNICIPAL
BOND PORTFOLIO
================================================================================

The chart and table on this page show how the Portfolio has performed and how
its performance has varied from year to year. The bar chart gives some
indication of risk by showing changes in the Portfolio's yearly performance each
full calendar year since its inception. The accompanying table compares the
Portfolio's performance over time to that of the Lehman Brothers. 5 Year
Government Index, ("Lehman 5 Year Gov't. Index") a widely recognized, unmanaged
bond index. Of course, past performance does not indicate how the Portfolio will
perform in the future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/311

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending December 31, 1998)

1 yr. 5 yrs. From
inception

INTERM. TERM _____% _____% _____%

LEHMAN 5 YEAR
GOV'T INDEX _____% _____% _____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . .None
Maximum Redemption Fee . . . . . . . . .None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees . . . . . . . . . . . . . . . . ______%
Other Expenses . . . . . . . . . . . . . . . . ______%
Total Portfolio
Operating Expenses . . . . . . . . . . . . . . ______%

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

[INSERT REQUIRED EXAMPLE]

<PAGE>

FUND DESCRIPTION AND RISK FACTORS -- THE FIXED INCOME PORTFOLIO
================================================================================

INVESTMENT OBJECTIVE. The investment objective of this Portfolio is to provide a
high level of current income consistent with the preservation of capital. The
Portfolio seeks to achieve this objective by investing primarily in a
diversified portfolio of intermediate-term fixed income securities, but may
purchase securities with any stated maturity.

PRINCIPAL INVESTMENT STRATEGIES. The Portfolio will normally invest at least 80%
of its assets in fixed income securities of all types. 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. From time to time, a substantial portion of the Portfolio may
be invested in mortgage-backed or asset-backed issues. Investments in U.S.
dollar denominated securities of non-U.S. issuers will not exceed 25% of its
total assets. Under normal conditions the 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 Specialist Manager determines that securities meeting
the Portfolio's investment objective and policies are not otherwise readily
available for purchase.

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 one of the major independent rating agencies, or deemed of
comparable quality. The Portfolio is, however, authorized to invest up to 15% in
fixed income securities that are rated in the fourth highest category or are in
the view of the Specialist Manager, of comparable quality.

THE MORGAN In selecting securities for investment by the Portfolio,
GRENFELL Morgan Grenfell generally uses a bottom-up approach. Morgan
INVESTMENT Grenfell's analytic process involves assigning a relative
SELECTION value, based on creditworthiness, cash flow and price, to
PROCESS each bond. By comparing each bond to a U.S. Treasury
instrument, Morgan Grenfell then seeks to identify
differences between the bond's intrinsic value and its
market trading price and, where intrinsic value does not
appear to be reflected in the market price of a particular
bond, to determine whether the bond represents an investment
opportunity for the Portfolio. Municipal 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. In the event
any security held by the Portfolio is downgraded below the
Portfolio's authorized rating categories, Morgan Grenfell
will review the security and determine whether to retain or
dispose of that security.

INVESTMENT RISKS. One of the primary risks associated with an investment in the
Portfolio is INTEREST RATE RISK -- the risk that the value of the fixed income
securities held in the Portfolio will decline with changes in interest rates. In
addition, when interest rates are declining, issuers of securities held by the
Portfolio may prepay principal earlier than scheduled. As a result of this
PREPAYMENT RISK, the Portfolio may have to reinvest these prepayments at those
lower rates, thus reducing its income. Mortgage-related and asset-backed
securities are especially sensitive to prepayment. These securities are also
subject to EXTENSION RISK -- the risk that payment on the loans underlying the
securities held by the Portfolio will be made more slowly when interest rates
are rising. This could cause the market value of the securities to fall.

In addition, the value of the Portfolio's holdings of foreign securities are
subject to FOREIGN SECURITIES RISK, which are not normally associated with
investments in the securities of U.S. companies. These include risks relating to
political, social and economic developments abroad and differences between U.S.
and foreign regulatory requirements and market practices. Securities that are
denominated in foreign currencies are subject to the further risk that the value
of the foreign currency will fall in relation to the U.S. dollar and/or will be
affected by volatile currency markets or actions of U.S. or foreign governments
or central banks.

Another risk associated with an investment in the Portfolio is CREDIT RISK --
the risk that an issuer will not make principal or interest payments when they
are due, or that the value of the securities held will decline because of a
market perception that the issuer may not make payments on time. This risk is
greater for lower quality bonds, such as those rated in the fourth highest
category.

<PAGE>

PERFORMANCE AND SHAREHOLDER EXPENSES -- THE FIXED INCOME PORTFOLIO
================================================================================

The chart and table on this page show how the Portfolio has performed and how
its performance has varied from year to year. The bar chart gives some
indication of risk by showing changes in the Portfolio's yearly performance each
full calendar year since its inception. The accompanying table compares the
Portfolio's performance over time to that of the Lehman Aggregate Bond Index
("Lehman Aggregate Bond Index") a widely recognized, unmanaged bond index. Of
course, past performance does not indicate how the Portfolio will perform in the
future.

YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31 1

[GRAPHIC OMITTED]

- ------------------------------------------
Best quarter: ___Qtr 19__ ____%
Worst quarter: ___Qtr 19__ ____%
- ------------------------------------------

AVERAGE ANNUAL TOTAL RETURNS2
(for the periods ending 12/31)

1 yr. 5 yrs. From
inception

FIXED INCOME _____% _____% _____%

LEHMAN AGGREGATE
BOND INDEX _____% _____% _____%

SHAREHOLDER EXPENSES
The following table describes the fees and expenses that you may pay if you buy
and hold shares of the Portfolio.

SHAREHOLDER FEES
(Fees paid directly from your investment, expressed as a percentage of offering
price)

Maximum Sales Charges . . . . . . . . .None
Maximum Redemption Fee . . . . . . . . .None

ANNUAL OPERATING EXPENSES
(Expenses that are deducted from the Portfolio's assets, expressed as a
percentage of average net assets)

Management Fees . . . . . . . . . . . . . . . .______%
Other Expenses . . . . . . . . . . . . . . . .______%
Total Portfolio
Operating Expenses. . . . . . . . . . . . . . .______%

[INSERT REQUIRED EXAMPLE]

<PAGE>

MORE ABOUT INVESTMENT RISK AND STRATEGIES

The following is a summary of the types of investments that the Trust's
Portfolio's may make. A more extensive discussion appears in the Statement of
Additional Information.

ABOUT EQUITY SECURITIES. The prices of equity and equity-related securities will
fluctuate -- sometimes dramatically -- over time and a Portfolio could lose a
substantial part, or even all, of its investment in a particular issue. The term
equity securities includes common and preferred stock; equity-related
securities. refers to securities that may be convertible into common stock or
preferred stock, or securities that carry the right to purchase common or
preferred stock. Price fluctuations may reflect changes in the issuing company's
financial condition, overall market conditions or even perceptions in the
marketplace about the issuing company or economic trends.

Small Company Risk. Equity securities of smaller companies may be subject to
more abrupt or erratic price movements than larger, more established companies.
These securities 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. This may make them more difficult to sell at the time and at a price
that is desirable. Prices of convertible securities may, in addition, also be
affected by prevailing interest rates, the credit quality of the issuer and any
call provisions.

ABOUT FOREIGN SECURITIES. Equity securities of non- U.S. companies are subject
to the same risks as other equity or equity-related securities. Foreign
investments also involve additional risks. These 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. Transactions in markets overseas are generally 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.

The prices of securities denominated in a foreign currency will also be affected
by the value of that currency relative to the U.S. dollar. Exchange rate
movements can be large and long-lasting, and can affect either favorably or
unfavorably the value of securities held in the Portfolio. Such rate movements
may result from actions taken by foreign governments or central banks, actions
of the U.S. government, or as a result of speculation in the currency markets.

Foreign Government Securities. Foreign governments, as well as supranational or
quasi-governmental entities such as the World Bank for example, may issue fixed
income securities. Investments in these securities involve both the risks
associated with any fixed income investment and the risks associated with an
investment in foreign securities. In addition, a governmental entity's ability
or willingness to repay principal and interest due in a timely manner may be
affected not only by economic factors but also by political circumstances either
internationally or in the relevant region.

ABOUT FIXED-INCOME SECURITIES. Fixed income securities -- sometimes referred to
as "debt securities" -- include bonds, notes (including structured notes),
mortgage-related and asset-backed securities, convertible and preferred
securities as well as short-term debt instruments, often referred to as money
market instruments. Fixed income securities may be issued by U.S. or foreign
corporations, banks, governments, government agencies or subdivisions or other
entities. A fixed-income security may have all types of interest rate payment
and reset terms, including fixed rate, adjustable rate, zero coupon, contingent,
deferred, payment in-kind and auction rate features. All of these factors -- the
type of instrument, the issuer and the payment terms will affect the volatility
and the risk of loss associated with a particular fixed-income issue.

Interest Rate Risk. Although the term fixed income securities includes a broad
range of sometimes very different investments, all fixed income securities are
subject to the risk that their value will fluctuate as interest rates in the
overall economy rise and fall. The value of fixed-income securities will tend to
decrease when interest rates are

<PAGE>

rising and, conversely, will tend to increase when interest rates fall. Thus, in
periods of falling 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. Shorter term securities are generally less sensitive to interest rate
changes than longer term securities.

Prepayment Risk and Extension Risk. Prepayments of fixed-income securities will
also affect their value. When interest rates are falling, the issuers of
fixed-income securities may repay principal earlier than expected. As a result,
the Portfolio may have to reinvest these prepayments at those lower rates, thus
reducing its income. In the case of mortgage related or asset backed issues --
securities backed by pools of loans -- payments due on the security may also be
received earlier than expected. This may happen when market interest rates are
falling and the underlying loans are being prepaid. Conversely payments may be
received more slowly when interest rates are rising, as prepayments on the
underlying loans slow. This may affect the value of the mortgage or asset-backed
issue if the market comes to view the interest rate to be too low relative to
the term of the investment. Either situation can affect the value of the
instrument adversely.

Credit Risk. 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. Fixed income securities may be rated by one or more nationally
recognized statistical rating organization, such as S&P and Moody's. These
ratings represent the judgment of the rating organization about the safety of
principal and interest payments. They are not guarantees of quality and may be
subject to change even after a Portfolio has acquired the security. Not all
fixed income securities are rated, and unrated securities may be acquired by The
Fixed Income Portfolio if the relevant Specialist Manager determines that their
quality is comparable to rated issues.

When-issued Securities. Fixed-income securities may be purchased for future
delivery but at a predetermined price. The market value of securities purchased
on a "when-issued" basis may change before delivery; this could result in a gain
or loss to the purchasing Portfolio.

Mortgage-Backed and Asset-Backed Securities. Mortgage related securities
represent participations in (or are backed by) loans secured by real property.
Asset-backed securities represent participations in (or are backed by)
installment sales or loan contracts, leases, credit card receivables or other
receivables. Because of their derivative structure -- the fact that their value
is derived from the value of the underlying assets -- these securities are
particularly sensitive to prepayment and extension risks noted above. Small
changes in interest or prepayment rates may cause large and sudden price
movements. These securities can also become illiquid and hard to value in
declining markets.

REITs. Each of the Equity Portfolios may invest up to 10% of its assets in
equity interests issued by real estate investment trusts ("REITs"). REITs are
pooled investment vehicles that invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling property that has appreciated in
value. Similar to investment companies, REITs are not taxed on income
distributed to shareholders provided they comply with several requirements of
the Code. A Portfolio will indirectly bear its proportionate share of expenses
incurred by REITs in which a Portfolio invests in addition to the expenses
incurred directly by a Portfolio.

Municipal Securities. Municipal Securities -- fixed income securities issued by
local, state and regional governments or other governmental authorities -- may
be issued for a wide range of purposes, including construction of public
facilities or short-term funding and may be issued for varying maturities.
Interest on Municipal Securities in which The Limited Duration Municipal Bond
Portfolio and The Intermediate Term Municipal Bond Portfolio may invest will be
exempt from regular Federal income taxes but may be a tax preference item for
purposes of computing alternative minimum tax ("AMT"). The Fixed Income
Portfolio may invest in Municipal Securities regardless of whether the interest
is taxable. The tax treatment that will be accorded to interest payable by
issuers of Municipal Securities will depend on the specific terms of the
security involved. For example, interest received by bondholders may be subject
to AMT.

<PAGE>

Private Activity and Industrial Revenue Bonds. 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. Municipal Bonds may be payable
from revenues derived from a particular facility that will be operated by a
non-government user. The payment of principal and interest on these bonds is
generally dependent solely on the ability of the private user or operator to
meet its financial obligations and the pledge, if any, of real or personal
property securing that obligation.

Credit Supports. The creditworthiness of particular Municipal Securities will
generally depend on the creditworthiness of the entity responsible for payment
of interest on the Municipal Bond. Municipal Securities also include instruments
issued by financial institutions that represent interests in Municipal
Securities held by that institution -- sometimes referred to as participation
interests -- and securities issued by a municipal issuer that are guaranteed or
otherwise supported by a specified financial institution. Because investors will
generally look to the creditworthiness of the supporting financial institution,
changes in the financial condition of that institution or ratings assigned by
rating organizations of its securities, may affect the value of the instrument.

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. 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 recognized rating organization. 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.

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 future 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. Both the Equity
Portfolios and the 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 Specialist 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

<PAGE>

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 counterparty 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 counterparty to enter into a closing
transaction.

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.

Each of the Portfolios of the Trust may acquire securities issued by other
investment companies to the extent permitted under the Investment Company Act,
provided that such investments are otherwise consistent with the overall
investment objectives and policies of that Portfolio. Investment company
securities include interests in unit investment trusts structured to reflect a
specified index, such as the Standard & Poor's 500 Composite Stock Price Index
Depositary Receipts ("SPDRs") or the Standard & Poor's Mid-Cap 400 Index
Depositary Receipts ("MidCap SPDRs"). SPDRs and MidCap SPDRs may be obtained
from the issuing unit investment trust or purchased in the secondary market.
Because the market value of these instruments is derived from the value of the
equity securities held by the issuing unit investment trust, these instruments
may be used by an Specialist Manager to achieve market exposure pending
investment. Both SPDRs and MidCap SPDRs are listed on the American Stock
Exchange. Further information about these instruments is contained in the
Statement of Additional Information. Generally, the Investment Company Act
limits investments in instruments such as SPDRs or MidCap SPDRs to 5% of a
Portfolio's total assets. Provided certain requirements set forth in that Act
are met, however, investments in excess of 5% of a Portfolio's assets may be
made.

EURO. On January 1, 1999, the European Economic and Monetary Union introduced a
single currency to be used by all of its member states. This event has brought
about some uncertainty in the international markets. These include the legal
treatment of certain outstanding financial contracts after January 1, 1999, the
establishment of exchange rates and the creation of suitable clearing and
settlement payment systems for the new currency. Companies that issue securities
have until July 1, 2002 to redenominate corporate stocks and bonds from national
currencies to the Euro and, until January 2002, the Euro will only exist as book
entries in financial institutions. The lack of policies and laws or regulations
in participating countries makes is difficult to assess all of the processing
and systems changes that will be required as a result of the Euro conversion or
the impact the conversion process may have on international investors, including
mutual funds.

YEAR 2000. MANY COMPUTER SYSTEMS TODAY CANNOT DISTINGUISH THE YEAR 2000 FROM THE
YEAR 1900 BECAUSE OF THE WAY DATES WERE ENCODED AND CALCULATED. THIS PROBLEM --
KNOWN AS THE YEAR 2000 PROBLEM -- COULD ADVERSELY AFFECT THE TRUST AND ITS
PORTFOLIOS UNLESS THE COMPUTER SYSTEMS UPON WHICH THEY RELY ARE

<PAGE>

PROPERLY ADAPTED. IN THE EVENT THAT ANY SYSTEM UPON WHICH THE TRUST DEPENDS IS
NOT YEAR 2000 READY BY DECEMBER 31, 1999, ADMINISTRATIVE ERRORS AND ACCOUNT
MAINTENANCE FAILURE WOULD LIKELY OCCUR. IN ADDITION, THE YEAR 2000 PROBLEM COULD
AFFECT COMPANIES IN WHICH THE TRUST INVESTS. The various organizations that
furnish the Trust with administration and investment advisory services have
assured the Trust that each has taken appropriate steps to minimize risks
associated with the Year 2000 Problem. Although there can be no assurance that
each of the systems upon which the Trust relies will be properly adapted in time
for the Year 2000, Hirtle Callaghan and the Board of Trustees expects that they
will be.

<PAGE>

MANAGEMENT OF THE TRUST
================================================================================

HIRTLE CALLAGHAN & CO., INC. Hirtle Callaghan & Co., Inc. serves as the overall
investment advisor to the Trust under the terms of its investment advisory
agreement ("Hirtle Callaghan Agreement") with the Trust. Hirtle Callaghan
continuously monitors the performance of various investment management
organizations, including the Specialist Managers and generally oversees the
services provided to the Trust by its administrator, custodian and other service
providers. Although Hirtle Callaghan advises the Board of Trustees with regard
to investment matters, Hirtle Callaghan is not responsible for day-to-day
investment decisions for the Trust or its Portfolios. Officers of Hirtle
Callaghan serve as the executive officers of the Trust and/or as members of the
Board of Trustees. For its services under the Hirtle Callaghan Agreement, Hirtle
Callaghan is entitled to receive an annual fee of .05% of each Portfolio's
average net assets.

The principal offices of Hirtle Callaghan are located at 100 Four Falls
Corporate Center, Suite 500, West Conshohocken, PA, 19428-2970. A registered
investment adviser under the Investment Advisers Act, Hirtle Callaghan has over
$3.0 billion in assets under management. Hirtle Callaghan is controlled by its
founders, Jonathan Hirtle and Donald E. Callaghan

SPECIALIST MANAGERS. Day-to-day investment decisions for each of the Portfolios
are the responsibility of one or more Specialist Managers retained by the Trust.
In accordance with the terms of separate portfolio management agreements
relating to the respective Portfolios, and subject to the general supervision of
the Trust's Board, each of the Specialist 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 the Portfolios they
serve.

Artisan Partners Limited Partnership ("Artisan") serves as a Specialist Manager
for the International Equity Portfolio. For its services to the Portfolio,
Artisan receives an annual fee of 0.40% of the average daily net asset value of
that portion of the Portfolio's assets managed by it. Artisan, the principal
offices of which are located at 1000 N. Water Street, Suite 1770, Milwaukee,
Wisconsin 53202, has provided investment management services for international
equity assets since1995. Artisan also maintains offices at 100 Pine Street,
Suite 2950, San Francisco, California and Five Concourse Parkway, Suite 2120,
Atlanta, Georgia. As of July 30, 1999, Artisan managed total assets in excess of
$ 2.6 billion, of which approximately $1.6 billion consisted of mutual fund
assets. Artisan's sole general partner is Artisan Investment Corporation, which
is controlled by its founders, Mr. Ziegler and Carlene Murphy Ziegler.

A team of investment professionals, lead by Mr. Mark L. Yockey, an Artisan
partner, will be responsible for making day-to-day investment decisions for that
portion of the International Portfolio allocated to Artisan. Mr. Yockey has been
with Artisan since 1995 and currently serves as a vice president of Artisan
Funds, Inc., an open-end, series management investment company registered under
the Investment Company Act. Before joining Artisan, Mr. Yockey was portfolio
manager of United International Growth Fund and Vice President of Waddell &
Reed, Inc., an investment adviser and mutual fund organization located in
Missouri. Mr. Yockey holds BA and MBA degrees from Michigan State University and
is a Chartered Financial Analyst.

The Trust has conditionally approved an amendment to the portfolio management
agreement relating to Artisan's services to the Portfolio ("Performance Fee
Amendment"). Under the Performance Fee Amendment, Artisan 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 Artisan, when compared to the current fixed
fee arrangement and could result in the payment of incentive compensation during
periods of declining markets.

Brinson Partners, Inc. ("Brinson") serves as a Specialist 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: 0.40% of the Portfolio's average net assets of $200 million or less;
0.35% of such assets over $200 million up to $300 million; and 0.30% of such
assets over

<PAGE>

$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 $159 billion under management as of June 30, 1999 of which
approximately $3 billion represented assets of U.S. mutual funds. Brinson is a
wholly-owned subsidiary of UBS AG, 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 a Specialist Manager for The Value Equity
Portfolio and The Small Capitalization Equity Portfolio. For its services to The
Value Equity, Portfolio, Geewax receives a fee, based on the average daily net
asset value of that portion of the assets of The Value Equity Portfolio managed
by it, at an annual rate of 0.30%. For its services to The Small Capitalization
Equity, Portfolio, Geewax receives a fee, based on the average daily net asset
value of that portion of the assets of The Small Capitalization Equity Portfolio
managed by it, at an annual rate of 0. 30 %. The principal offices of Geewax are
located at 99 Starr Road, Phoenixville, PA 19460. John Geewax has been a general
partner and chief investment officer 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 July 30, 1999, Geewax managed assets of approximately
$5.4 billion, of which approximately $700 million represented assets of mutual
funds. Geewax is controlled by Mr. Geewax and Bruce Terker, the firm's general
partners.

Frontier Capital Management Company ("Frontier") serves as a Specialist 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, a chartered financial analyst, was a financial analyst with General
Electric Co. and attended Harvard Business School (M.B.A. 1988). Frontier had,
as of July 30, 1999, approximately $4.3 billion in assets under management, of
which approximately $149 million represented assets of mutual funds.

Goldman Sachs Asset Management ("GSAM") serves as a Specialist Manager for The
Growth Equity Portfolio. GSAM's principal offices of which are located at One
New York Plaza, New York, New York 10004. As of June 30, 1999, GSAM, together
with its affiliates, managed total assets of in excess of $191 billion. Robert
C. Jones, Victor Pinter, Kent Clark and Melissa Brown are 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. Clark is a Managing director of GSAM. He joined GSAM as a member
of the quantitative equity management team in 1992. Mr. Pinter is a Vice
President of GSAM. He joined GSAM in 1990 as a research analyst and became a
portfolio manager in 1992. Ms. Brown is a Vice President. She joined GSAM in
1998. From 1994 to 1998, Ms. Brown was the director of Quantitative Equity
Research and served on the Investment Policy Committee at Prudential Securities
Incorporated. GSAM is a separate operating division of Goldman Sachs & Co.
Goldman Sachs & Co. is controlled by Goldman Sachs, Inc.

GSAM is currently compensated for its services to The Growth Equity Portfolio at
an annual rate of 0.30% of those assets of the Portfolio's assets allocated to
GSAM ("GSAM Account"). Under the terms of a performance fee arrangement which
first became effective on October 1, 1999, GSAM's asset-based fee ("Base Fee")
may be adjusted to reflect the performance of the GSAM Account. Under the
arrangement, the Base Fee may 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 date
on which the fee is calculated. 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 fee

<PAGE>

will not be adjusted in accordance with the performance fee arrangement until
the performance fee arrangement has been in effect for 12 months. Because the
performance of the GSAM Account will vary, the advisory fee payable to GSAM will
also vary. The maximum fee payable to GSAM for any annual period under the
incentive fee arrangement is .50% of the average net assets of the GSAM Account
and the minimum fee payable to GSAM for any annual period under the incentive
fee arrangement is 0.10% of the average net assets of the GSAM Account.
Shareholders should be aware that one consequence of the performance fee
arrangement is that GSAM could be entitled to a positive performance adjustment
even during periods when the value of the GSAM Account and or the Portfolio
overall declines. This could occur if the decline in the value of the Russell
1000 Growth Index is greater than the decline in the value of the Portfolio.
Detailed information about the performance fee arrangement, including the manner
in which the fee is computed, appears in the Statement of Additional
Information.

Institutional Capital Corporation ("ICAP") serves as a Specialist 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 $______
billion under management as of ________, 1998, of which approximately $______
billion represented assets of mutual funds.

Jennison Associates LLC ("Jennison") serves as a Specialist 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. Spiros Segalas, is responsible for making
day-to-day investment decisions for that portion of The Growth Equity Portfolio
allocated to Jennison. Mr. Segalas is Jennison's Chief Investment Officer and
President, and is a founding member and director of the firm. As of June 30,
1998, Jennison had approximately $49.2 billion under management, of which
approximately $15.4 billion represented assets of mutual funds. Jennison is a
wholly-owned subsidiary of The Prudential Insurance Company of America.

Morgan Grenfell Incorporated ("Morgan Grenfell") serves as the Specialist
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 __________, Morgan Grenfell managed
assets of approximately $________ billion, of which approximately $____ billion
represented assets of mutual funds. Morgan Grenfell is an indirect, wholly-owned
subsidiary of Deutschebank, A.G., a German financial services conglomerate.

<PAGE>

SHAREHOLDER INFORMATION
================================================================================

PURCHASING SHARES OF THE PORTFOLIOS
You may purchase shares of any of the Portfolios only if you are a client of
Hirtle Callaghan or a financial intermediary that has established a relationship
with Hirtle Callaghan. Shares of each of the Portfolios are sold at its net
asset value per share ("NAV") next calculated after your purchase order is
accepted by the Trust.

[call out] A Portfolio's NAV is determined at the close of regular trading
on the New York Stock Exchange, normally at 4:00 p.m. Eastern
time on days the Exchange is open.

[call out] The NAV is calculated by adding the total value of the
Portfolio's investments and other assets, subtracting its
liabilities and then dividing that figure by the number of
outstanding shares of the Portfolio:

NAV = total assets - liabilities
----------------------------
number of shares outstanding

[call out] The value of each Portfolio's investments is generally determined
by current market quotations. If market quotations are not
available, prices will be based on fair value as determined by
the Trust's Trustees. 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.

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 regular business day.

SELLING YOUR SHARES
You may redeem your shares in any Portfolio on any regular business day. Shares
will be redeemed at the NAV next computed after receipt of your redemption order
by the Trust. You will receive redemption proceeds within 7 days after receipt
of your redemption order by the Trust. Redemption proceeds may be wired to an
account that you have predesignated and which is on record with the Trust.
Shares purchased by check will not be redeemed until that payment has cleared --
normally, within 15 days of receipt of the check by the Trust.

[call out] As a mutual fund shareholder, you are technically selling shares
when you request a withdrawal in cash. This is also known as
redeeming shares or a redemption of shares.

[call out] Redemption requests must be in writing and must be signed by the
shareholder(s) named on the account. If you wish to redeem shares
of any Portfolio valued at $25,000 or more, each signature must
be guaranteed.

OTHER INFORMATION ABOUT PURCHASES AND REDEMPTIONS. Distributions are made on a
per share basis regardless of how long you have owned your shares. Therefore, if
you invest shortly before the distribution date, some of your investment will be
returned to you in the form of a distribution. Capital gains, if any, are
distributed at least annually.

The value of securities that are primarily listed on foreign exchanges may
change on days when the New York Stock Exchange is closed and the NAV of a
Portfolio is not calculated. You will not be able to purchase or redeem your
shares on days when the New York Stock Exchange is closed. The Trust may permit
investors to purchase shares of a Portfolio "in kind" by exchanging securities
for shares of the selected Portfolio. This is known as an "in-kind" purchase.
Shares acquired in an in-kind transaction will not be redeemed until the
transfer of securities to the Trust has settled -- usually within 15 days
following the in-kind purchase. The Trust may also redeem shares in-kind. This
means that all or a portion of the redemption amount would be paid by
distributing to the redeeming shareholder securities held in a Portfolio's
investment portfolio. Investors will incur brokerage charges on the sale of
these portfolio securities. In kind purchases and sales will be permitted solely
at the discretion of the Trust.

<PAGE>

The Trust does not impose investment minimums or sales charges of any kind. If
your account falls below $5,000, the Portfolio may ask you to increase your
balance. If it is still below $5,000 after 30 days, the Portfolio may close your
account and send you the proceeds at the current NAV. In addition, if you
purchase shares of the Trust through a program of services offered by a
financial intermediary, you may incur advisory fees or custody expenses in
addition to those expenses described in this Prospectus. Investors should
contact such intermediary for information concerning what, if any, additional
fees may be charged.

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

DIVIDENDS, DISTRIBUTIONS AND TAXES
Any income a Portfolio receives is paid out, less expenses, in the form of
dividends to its shareholders. Income dividends on The Value Equity Portfolio,
The Growth Equity Portfolio and The Small Capitalization Equity Portfolio are
usually paid on a quarterly basis. Dividends on The International Equity
Portfolio are paid semi-annually. Dividends on The Limited Duration Municipal
Bond Portfolio, The Fixed Income Portfolio and The Intermediate Term Municipal
Bond Portfolio are paid monthly. Capital gains for all Portfolios, if any, are
distributed at least annually.

FEDERAL TAXES. The following discussion is only a brief summary of some of the
important Federal tax considerations that may affect your investment in the
Trust. It is not a substitute for careful tax planning. 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.

Dividends that are derived from taxable investments are taxable as ordinary
income. Dividends and capital gain distributions are taxable in the year in
which they are paid, even if they appear on your account statement the following
year. The manner in which they are taxed will be the same, regardless of whether
you elect to receive your dividends and capital gains distributions in cash or
in additional shares. Taxes on capital gains by the Portfolios will vary with
the length of time the Portfolio has held the security - not how long you have
invested in the Portfolio.

During normal market conditions, it is expected that substantially all of the
dividends paid by The Limited Duration Municipal Bond Portfolio and The
Intermediate Term Municipal Bond Portfolio will be excluded from gross income
for Federal income tax purposes. These Portfolios may, however, invest in
certain securities with interest that may be a preference item for the purposes
of the alternative minimum tax or a factor in determining whether Social
Security benefits are taxable. In such event, a portion of the Portfolio's
dividends would not be exempt from Federal income taxes. If a Portfolio invests
in foreign securities, it may be subject to foreign withholding taxes, and under
certain circumstances, 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.

You will be notified each year about the Federal tax status of dividends and
capital gains distributions made by the Portfolios. Depending on your residence
for tax purposes, dividends and capital gains distributions may also be subject
to state and local taxes, including withholding taxes. Foreign shareholders may
be subject to special withholding requirements.

<PAGE>

FINANCIAL HIGHLIGHTS
================================================================================

The financial highlights tables are intended to help you understand the Funds'
financial performance for the past 5 years or since the inception of the
Portfolio, if less than 5 years. Certain information reflects financial results
for a single Portfolio share. The total returns in the tables represent the rate
that you would have earned [or lost] on an investment in the Portfolio (assuming
reinvestment of all dividends and distributions). This information has been
audited by PricewaterhouseCoopers LLP, whose report, along with the Trust's
financial statements, are included in the Statement of Additional Information,
which is available upon request.

[Financial highlights from annual report to be supplied.]

<PAGE>

- --------------------------------------------------------------------------------
The Hirtle Callaghan Trust
================================================================================

FOR MORE INFORMATION:
For more information about the Funds, the following documents are available free
upon request:

ANNUAL/SEMI-ANNUAL REPORTS:
The Trust's annual and semi-annual reports to shareholders contain additional
information on the Trust's investments. In the annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected the Trust's performance during its last fiscal year.

STATEMENT OF ADDITIONAL INFORMATION ("SAI"):
The SAI provides more detailed information about the Trust, including its
operations and investment policies. It is incorporated by reference and is
legally considered a part of this prospectus.

- --------------------------------------------------------------------------------
YOU CAN GET FREE COPIES OF THESE REPORTS AND THE SAI, OR REQUEST OTHER
INFORMATION AND DISCUSS YOUR QUESTIONS ABOUT THE TRUST BY CONTACTING A BROKER OR
BANK THAT SELLS THE PORTFOLIOS. OR CONTACT THE TRUST AT:

THE HIRTLE CALLAGHAN TRUST
100 FOUR FALLS CORPORATE CENTER, SUITE 500
WEST CONSHOHOCKEN, PA 19428-2970
TELEPHONE: 1-800-____________
- --------------------------------------------------------------------------------

You can review the Trust's reports and SAI at the Public Reference Room of the
Securities and Exchange Commission.
You can get text-only copies:
o For a fee, by writing the Public Reference Section of the Commission,
Washington, D.C. 20549-6009 or calling 1-800-SEC-0330.
o Free from the Commission's website at http://www.sec.gov.

Investment Company Act File No. 811-8918.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

THE HIRTLE CALLAGHAN TRUST
100 FOUR FALLS CORPORATE CENTER, SUITE 500
WEST CONSHOHOCKEN, PA ,19428-2970

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 November 1, 1999. A copy of that prospectus is
available by contacting the Trust at 1-800-___________.

Statement of Additional Information Heading Corresponding Prospectus Heading
- ------------------------------------------- --------------------------------

Management of the Trust
Trustees and Officers
Investment Advisory Arrangements
Administration, Distribution and
Related Services

Further Information About the Trust's
Investment

Investment Policies

Investment Restrictions

Additional Purchases and Redemption
Information

Portfolio Transactions and Valuation

Dividends, Distributions and Taxes

Performance Information

History of the Trust and Other
Information

Financial Statements and Independent
Accountants

Ratings Appendix

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, 1999 accompanies this
Statement of Additional Information and is incorporated by reference herein. The
date of this Statement of Additional Information is November 1, 1999.

<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 ("Specialist 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 Specialist
Manager has been retained, allocation of that Portfolio's assets among such
Specialist Managers. In particular, the Board may, from time to time, allocate
portions of a Portfolio's assets between or among several Specialist 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
Specialist Managers, or terminate particular Specialist 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 Specialist
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 100 Four Falls Corporate Center, Suite 500, West
Conshohocken, PA 19428-2970. Except for Mr. Williams, each of the Trustees has
served on the Trust's Board since its inception; Mr. Williams became a Trustee
as of July 15, 1999. An asterisk appears beside the name of each Trustee who is
an "interested person" of the Trust within the meaning of the Investment Company
Act.

<TABLE>
<CAPTION>
NAME AND BUSINESS POSITION WITH PRINCIPAL OCCUPATION
ADDRESS BIRTHDATE THE TRUST FOR THE LAST FIVE YEARS
- ------- --------- --------- -----------------------
<S> <C> <C> <C>
*Donald E. Callaghan 9/19/46 Chair and For more than the past five years, Principal, Hirtle Callaghan &
President Co., Inc.

Ross H. Goodman 12/25/47 Trustee For more than the past five years, Mr. Goodman has been Vice
President of American Industrial Management & Sales , Northeast,
Inc. or its predecessors. (manufacturing representative).

*Jonathan J. Hirtle 12/31/52 Trustee For more than the past five years, Principal, Hirtle Callaghan &
Co., Inc.

Jarrett Burt Kling 5/26/43 Trustee For more than the past five years, Mr. Kling has been associated
with CRA Real Estate Securities, L.P.

*David M. Spungen 10/26/61 Trustee Mr. Spungen is Managing Director of Hillview Capital Advisors,
LLC. For ten years prior to his association with that firm, Mr.
Spungen was associated with CMS Companies (financial services).

R. Richard Williams 8/24/45 Trustee For more than the last five years, Mr. Williams has served as the
Chief Executive Officer and President of Valquip Corporation (flow
control distribution).

Richard W. Wortham, III 9/12/38 Trustee For more than the past five years, 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 J. Zion 12/7/61 Vice Mr. Zion is a Principal of Hirtle Callaghan & Co., and has been
President and employed by that firm for more than the last five years.
Treasurer

Laura Anne Corsell, Esq. 12/31/48 Secretary Ms. Corsell is an attorney in private practice. From 1989 to 1994,
7307 Elbow Lane Ms. Corsell was associated with the law firm of Ballard Spahr
Philadelphia, PA 19119 Andrews & Ingersoll, as counsel.
</TABLE>

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

<PAGE>

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. 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. 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, 1998 (excluding reimbursed expenses).

<TABLE>
<CAPTION>
Pension Estimated
Aggregate Retirement Benefits Upon Total
Compensation From Benefits From Retirement From Compensation From
Name and Position Trust Trust Trust Trust
- ----------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Ross H. Goodman [to be supplied] none none [to be supplied]
Jarrett Burt Kling none none
Richard W. Wortham, III none none
R. Richard Williams none none
</TABLE>

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; officers and Trustees of the Trust may, however, be investment
advisory clients of Hirtle Callaghan and shareholders of the Trust. During the
fiscal year ended June 30, 1999, Ms. Corsell received fees for legal services
rendered to the Trust (including related out-of-pocket expenses) of $42,185.

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 March 2, 1999. 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 Specialist Managers. Each contract governs
the relationship between the Specialist Manager named in the contract and the
specific portfolio served by that manager. Such contracts and the portfolios to
which they are related are:

The Value Equity Portfolio Institutional Capital Corporation ("ICAP")
Geewax Terker & Co. ("Geewax Terker")

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

<PAGE>

The Small Capitalization Geewax, Terker
Equity Portfolio Frontier Capital Management Company
("Frontier")

The International Equity Portfolio Brinson Partners, Inc. ("Brinson")
Artisan Limited Partnership ("Artisan")

The Limited Duration Municipal Morgan Grenfell Incorporated
Bond Portfolio ("Morgan Grenfell")

The Intermediate Term Municipal Morgan Grenfell
Bond Portfolio

THE INITIAL CONTRACTS. Certain of the Trust's 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, and the Trust and Frontier, 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 March 2,
1999. 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 Specialist 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 Specialist 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 Specialist
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 Initial Contracts provides that the named
Specialist Manager will not be liable to the Trust for any error of judgment or
mistake of law on the part of the Specialist 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 Specialist Manager.

THE SUBSEQUENT AGREEMENTS AND AMENDMENTS. 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 Artisan, Geewax Terker 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 VALUE EQUITY PORTFOLIO. At a Special Meeting of the Board of Trustees
("Board") held on March 2, 1999, the Board approved the engagement of Geewax,
Terker to serve as a Specialist Manager for The Value Equity Portfolio to
replace Hotchkis & Wiley ("Prior Manager"). Geewax Terker serves pursuant to the
terms of a portfolio management agreement ("Geewax Value Agreement"), which is
substantially the same as the corresponding agreement between the Trust and the
Prior Manager and is compensated for its services at the same rate as the Prior
Manager. Geewax Terker assumed its portfolio management responsibilities on
March 8, 1999. Shareholders of The Value Equity Portfolio approved the Geewax
Value Agreement at a Special Meeting of Shareholders of that Portfolio held on
June 15, 1999. Geewax Terker currently also serves as an Specialist Manager for
The Small Capitalization Equity Portfolio.

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

<PAGE>

.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 March 2, 1999. The terms and conditions of the ICAP Agreement
are substantially the same as those of the Initial Contracts.

THE INTERNATIONAL EQUITY PORTFOLIO. At a meeting of the Trust's Board held on
June 8, 1999, the Board approved the engagement of Artisan Partners Limited
Partnership ("Artisan") to serve as a second Specialist Manager for the
International Portfolio, as well as the terms of the portfolio management
agreement ("Artisan Agreement") between Artisan and the Trust relating to the
International Portfolio. The terms and conditions of the Artisan Agreement are
substantially the same as those included in the agreement between the
International Portfolio and Brinson ("Brinson Agreement"). However, the
asset-based fee payable under the Brinson Agreement is calculated at a rate of
.40% of 1% on assets of $200 million or less, with reductions (often called
"break points") in the applicable rate at higher asset levels. The Artisan
Agreement provides for an advisory fee of .40% of 1% of the Portfolio's assets
assigned to Artisan, but does not include fee reductions at higher asset levels.
This means that, depending on the way the Portfolio's assets are allocated
between Brinson and Artisan, the overall advisory fee paid by the Portfolio may
increase. The Artisan Agreement was approved by shareholders of the
International Portfolio on July 23, 1999 and became effective on that date. The
Artisan Agreement will continue in effect until July 23, 2001, and will continue
in effect thereafter so long as it is approved at least annually by the Board in
the manner prescribed under the Investment Company Act of 1940.

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 was first approved by the Board on July 21,
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 million.
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, together with the
reduction in Brinson's fee, last approved by the Board on March 2, 1999.

THE GROWTH EQUITY PORTFOLIO. The agreement between GSAM and the Trust relating
to The Growth Equity Portfolio ("GSAM Agreement") first became effective on
October 1, 1997. The GSAM Agreement was initially 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
Agreement will remain in effect 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 substantially the same as 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 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.

As set forth in the Prospectus, GSAM is entitled to receive a compensation for
its services based in part on the performance achieved by that portion of the
Growth Portfolio's assets assigned to GSAM ("GSAM Account"). This performance
fee arrangement is set forth in an amendment to the GSAM Agreement that was
approved by the Board and the shareholders of the Growth Portfolio at the same
time as such approvals were obtained for the initial GSAM Agreement. The
performance fee arrangement first became effective on October 1, 1999, following
the receipt of an exemptive order from the Securities and Exchange Commission
that, in effect, permits the performance of the GSAM Account to be measured
without regard to certain expenses incurred in the operation of the Growth
Portfolio, but over which GSAM, as a Specialist Manager, has no control. Under
the performance fee arrangement, GSAM

<PAGE>

is 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").

Initial Period. Under the performance fee arrangement, GSAM's fee would be
adjusted to reflect the performance of the GSAM Account only after the
Performance fee arrangement has been in effect for 12 months ("Initial Period")
following the date ("Effective Date") on which the Performance fee arrangement
becomes effective. For the first three quarters of the Initial Period, GSAM will
be entitled to receive a Base Fee of .075% of the average net assets of the GSAM
Account (or 7.5 basis points). At the end of the fourth quarter of the Initial
Period, GSAM will be entitled to receive a fee equal to .075% of the average net
assets of the GSAM Account plus or minus the applicable performance adjustment
for the Initial Period. This adjustment will be calculated by multiplying the
average net assets of the GSAM Account for the Initial Period by a factor
("Performance Component") equal to 25% of the difference between (i) the total
return of the GSAM Account, calculated without regard to expenses incurred in
the operation of the GSAM Account ("Gross Total Return") during the Initial
Period, and (ii) the total return of the Russell 1000 Growth Index ("Index
Return") during the Initial Period plus a performance hurdle of 30 basis points.

Subsequent Quarterly Periods. For each quarter following the fourth quarter of
the Initial Period, GSAM will receive a quarterly fee of 7.5 basis points plus
or minus 1/4 of the Performance Component multiplied by the average net assets
of the GSAM Account for the immediately preceding 12 month period, on a "rolling
basis." This means that, at each quarterly fee calculation, the Gross Total
Return of the GSAM Account, the Index Return and the average net assets of the
GSAM Account for the most recent quarter will be substituted for the
corresponding values of the earliest quarter included in the prior fee
calculation.

Maximum Performance Adjusted Fee. Under the performance fee arrangement, the
Base Fee, as adjusted by application of the Performance Component ("Performance
Adjusted Fee") is limited such that the annual advisory fee received by GSAM
will not exceed .50% of the average net assets (or 50 basis points) of the GSAM
Account. Due to the performance hurdle noted above, this maximum fee level would
be attained only to the extent that the GSAM Account outperforms the Russell
1000 Growth Index by a factor of at least 110 basis points. The maximum payment
to GSAM for any quarter (other than the fourth quarter of the Initial Period)
will be limited to not more than .125% of the average net assets of the GSAM
Account (or 12.5 basis points).

Minimum Contractual Fee. The minimum fee payable to GSAM with respect to any
annual period and with respect to any single quarter are also limited under the
performance fee arrangement. These minimum payments ("Minimum Contractual Fee")
are .10% of the average net assets of the GSAM Account (or 10 basis points) with
respect to the Initial Period and each subsequent annual period, and .025% of
such assets (or 2.5 basis points) with respect to any single quarter. Due to the
performance hurdle noted above, this minimum fee level would be reached only in
the event that the GSAM Account underperforms the Russell 1000 Growth Index by a
factor of at least 50 basis points.

Recoupment Feature. The performance fee arrangement provides for a "recoupment
feature" with respect to the Initial Period. If the aggregate of the payments to
GSAM made with respect to the first four quarters following the Effective Date
exceed the Performance Adjusted Fee to which GSAM would be entitled with respect
to the Initial Period, advisory fees payable to GSAM with respect to each
succeeding quarter will be reduced until the difference between the aggregate
quarterly fees received by GSAM with respect to the Initial Period and such
Performance Adjusted Fee is fully recouped by the GSAM Account. In accordance
with the Minimum Contractual Fee provision noted above, however, no quarterly
payment to GSAM will be less than 2.5 basis points.

EFFECT OF THE PERFORMANCE FEE AMENDMENT. As indicated above, the advisory fee
payable to GSAM at the end of each of the first three fiscal quarters of the
Initial Period will be paid at the Base Fee rate and will not be increased or
decreased to reflect the performance of the GSAM Account. At the end of the
fourth fiscal quarter following the Effective Date, however, GSAM will be
entitled to receive a Performance Adjusted Fee based on the performance of the
GSAM Account during the full twelve months of the Initial Period.

THE SMALL CAPITALIZATION EQUITY PORTFOLIO. The Agreement between Geewax Terker
and the Trust relating to The Small Capitalization Portfolio ("Geewax Small Cap
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 Small Cap Agreement became effective as permitted under Rule
15a-4 of the Investment company Act, on

<PAGE>

April 1, 1998. Shareholders of The Small Capitalization Portfolio approved the
Geewax Small Cap Agreement at a meeting held on June 15, 1998.

The Geewax Small Cap 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 Small Cap Agreement are substantially the same as 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 Geewax Terker to indemnify the Trust
under certain circumstances. Specifically, Section 5 of the Geewax Small Cap
Agreement provides that the indemnification obligation of the portfolio manager
with respect to information provided to the Trust by Geewax Terker 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 FIXED INCOME PORTFOLIOS. 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. The table below sets forth the advisory fees received
by Hirtle Callaghan from each of the Portfolios, calculated at an annual rate of
.05%, during the periods indicated. The figures reflect voluntary expense
reimbursements by Hirtle Callaghan to the Small Capitalization and Limited
Duration Portfolios of $_______ and $_______, respectively for the year ended
June 30, 199_.

<TABLE>

<CAPTION>
- --------------------------------------------------------------------------------------------
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
June 30, 1999 June 30, 1998 June 30, 1997
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Value Equity Portfolio $74,299 $44,605
- --------------------------------------------------------------------------------------------
The Growth Equity Portfolio $96,094 $65,417
- --------------------------------------------------------------------------------------------
The Small Capitalization Portfolio $69,076 $41,020
- --------------------------------------------------------------------------------------------
The International Equity Portfolio $87,636 $52,703
- --------------------------------------------------------------------------------------------
The Limited Duration Municipal Bond Portfolio $23,541 $16,428
- --------------------------------------------------------------------------------------------
</TABLE>

The following table sets forth the investment advisory fee received from the
specified Portfolio by each of its respective Specialist Managers during the
fiscal years ended June 30, 1999, June 30, 1998 and June 30, 1997, respectively:

<PAGE>

<TABLE>
<CAPTION>
SPECIALIST MANAGER PORTFOLIO ADVISORY FEE RATE (1) ACTUAL FEE PAID FOR FISCAL YEAR ENDED
- ------------------ --------- --------------------- -------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C> <C> <C>
Institutional Capital Value Equity .35% of average net $174,556 $150,281
Corporation assets (2)

Geewax, Terker & Co. Value Equity .30% of average net
assets

Jennison Associates LLC Growth Equity .30% of average net 455,190 379,252 210,125
assets

Goldman Sachs Asset Growth Equity .30% of average net 150,526 45,563.65
Management assets

Frontier Capital Small Cap .45% of average net 346,569 187,263
Management Co. assets

Geewax, Terker & Co. Small Cap .30% of average net 47,439 0
assets

Brinson Partners (6) International 40% of average $200 698,930 424,428
million;
.35% over $200
million up to $300;
.30% over $300
million net assets up to

Artisan Partners Limited International .40% of average net NA NA NA
Partnership(7) assets

Morgan Grenfell Limited Duration .20% of average net 94,162 64,927
Incorporated assets

Morgan Grenfell Intermediate Term .20% of average net NA0 NA
Incorporated assets

Morgan Grenfell Fixed Income .20% of average net NA NA
Incorporated assets

</TABLE>

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

(1) Rate shown applies to that portion of the indicated portfolio's assets
allocated to the specified Specialist 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 March 8, 1999, Geewax Terker & Co. replaced Hotchkis & Wiley as
an Specialist Manager of The Value Equity Portfolio. For the fiscal years
ended June 30, 1998 and 1997, The Value Equity Portfolio paid advisory fees
to Hotchkis & Wiley in the amount of $92,181 and $118,592, respectively.

(4) Effective October 1, 1997, Goldman Sachs Asset Management replaced
Westfield Capital Management, Inc. For the fiscal year ended June 30, 1997,
The Growth Equity Portfolio paid advisory fees to Westfield Capital
Management, Inc. in the amount of $179,941.

(5) Effective April 1, 1998, Geewax, Terker & Co. replaced Clover Capital
Management, Inc. Geewax Terker received no compensation from the Trust
during the periods reflected in the table above. For the fiscal years ended
June 30, 1998 and 1997, The Small Capitalization Equity Portfolio paid
advisory fees to Clover Capital Management in the amount of $203,946 and
$185,827, respectively.

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

(7) Artisan Partners Limited Partnership became an Specialist Manager for The
International Equity Portfolio, effective July 23, 1999

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. 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.

Services performed by BISYS include: (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

<PAGE>

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.

For the fiscal year ended June 30, 1999, BISYS received for such services, fees
from each of the Portfolios, as follows: The Value Equity Portfolio, $_______;
The Growth Equity Portfolio, $_______; The Small Capitalization Portfolio,
$_______; The International Equity Portfolio, $_______; and The Limited Duration
Municipal Bond Portfolio, $_______ . For the fiscal year ended June 30, 1998,
BISYS received for such services, fees from each of the Portfolios, as follows:
The Value Equity Portfolio, $148,594; The Growth Equity Portfolio, $192,182; The
Small Capitalization Portfolio, $138,149; The International Equity Portfolio,
$175,266; The Limited Duration Municipal Bond Portfolio, $39,787; The
Intermediate Term Municipal Bond Portfolio, $__________and The Fixed Income
Portfolio, $_______.

BISYS Fund Services LP ("BISYS") is the Trust's principal underwriter pursuant
to an agreement approved by the Board on July 19, 1996, and last approved on
_________. Bankers Trust Company has been retained by the Trust to serve as
custodian for the assets of each of the Portfolios.

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 Specialist 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

<PAGE>

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.

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 Fixed 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 Specialist 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
Specialist Manager deems the investment to involve minimal credit risk. The
Specialist 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.

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

<PAGE>

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. 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. No
payment is made by the purchaser, however, until settlement. 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
interest 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 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 Specialist 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

<PAGE>

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.

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 Specialist 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 Specialist 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 Specialist
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

<PAGE>

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.

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 Specialist 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 Specialist 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.

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

<PAGE>

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.

MORTGAGE-BACKED SECURITIES. As stated in the Prospectus, The Fixed Income
Portfolios 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

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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.

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 Specialist 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 Specialist 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 Specialist 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 Specialist
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.

REAL ESTATE INVESTMENT TRUSTS. Each of the Equity Portfolios may invest up to
10% of its assets in equity interests issued by real estate investment trusts
("REITs"). REITs are pooled investment vehicles that invest the majority of
their assets directly in real property and derive income primarily from the
collection of rents. Equity REITs can also realize capital gains by selling
property that has appreciated in value. Similar to investment companies, REITs
are not taxed on income distributed to shareholders provided they comply with
several requirements of the Code. A Portfolio will indirectly bear its
proportionate share of expenses incurred by REITs in which a Portfolio invests
in addition to the expenses incurred directly by a Portfolio.

Investing in REITs involves certain unique risks in addition to those risks
associated with investing in the real estate industry in general. First, the
value of a REIT may be affected by changes in the value of the underlying
property

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owned by the REITs. In addition, REITs are dependent upon management skills, are
not diversified, are subject to heavy cash flow dependency, default by borrowers
and self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax free pass-through of income under the Code and failing to
maintain their exemption from registration under the Act.

Investment in REITs involves risks similar to those associated with investing in
small capitalization companies. REITs may have limited financial resources, may
trade less frequently and in a limited volume and may be subject to more abrupt
or erratic price movements than larger company securities. Historically, small
capitalization stocks, such as REITs, have been more volatile in price than the
larger capitalization stocks included in the S&P Index of 500 Common Stocks.

FOREIGN SECURITIES AND FOREIGN GOVERNMENT SECURITIES. American Depositary
Receipts ("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,
The Value Equity 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.

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. The Portfolio may
invest in foreign government securities in the form of American Depositary
Receipts. Foreign government securities also include debt securities of
supranational entities. Currently, the Fixed Income Portfolio intends to invest
only in obligations issued or guaranteed by the Asian Development Bank, the
Inter-American Development Bank, the International Bank for Reconstruction and
Development (the "World Bank"), the African Development Bank, the European Coal
and Steel Community, the European Economic Community, the European Investment
Bank and the Nordic Investment Bank. Foreign government securities also include
mortgage-related securities issued or guaranteed by national, state or
provincial governmental instrumentalities, including quasi-governmental
agencies.

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 Specialist 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.

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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.

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

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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.

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 Specialist
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 Specialist 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.

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

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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.

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

<PAGE>

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.

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.

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

<PAGE>

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.

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

<PAGE>

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.

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 Specialist 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 Specialist 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

<PAGE>

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 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.

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.

<PAGE>

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.

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 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
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 and 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 Specialist 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 Specialist 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, and other factors. In placing
brokerage transactions, the respective Specialist Managers may, however,
consistent with the interests of the Portfolios they serve, select brokerage
firms on the basis of the research, statistical

<PAGE>

and pricing services they provide to the Specialist 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
Specialist Manager involved determines in good faith that such commission is
reasonable in terms either of that transaction or the overall responsibility of
the Specialist 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.

AGGREGATE BROKERAGE COMMISSIONS
FOR THE FISCAL YEARS ENDED

Portfolio 1999 1998 1997
---- ---- ----
Value Equity $195,023 $179,053
Growth Equity $401,358 258,337
Small Cap $328,917 227,730
International Equity $527,518 250,705
Limited Duration -0- -0-
Intermediate Term NA NA
Fixed Income NA NA

The Trust has adopted procedures pursuant to which each Portfolio is permitted
to allocate brokerage transactions to affiliates of the various Specialist
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 Specialist 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>
Portfolio
---------

For Value For Growth For Small
Equity Equity Cap Equity
------ ------ ----------
1999 1998 1997 1999 1998 1997 1999 1998 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Prudential Securities
Incorporated*
% of commissions NA NA 0.20% 1.36% NA NA
% of transactions NA NA 0.21% 1.38% NA NA

Merrill Lynch & Co.**
% of commissions 2.72% .80% NA 2.21% NA 1.51%
% of transactions 2.67% .61% NA 5.47% NA 1.56%

Union Swiss Bank
% of commissions NA NA NA NA NA NA
% of transactions NA NA NA NA NA NA

<PAGE>

Goldman Sachs & Co.***
% of commissions NA NA 1.68%* NA NA NA
% of transactions NA NA 6.26%* NA NA NA
</TABLE>

<TABLE>
<CAPTION>
Portfolio
---------
International Equity Limited Duration Intermediate Term Fixed Income
-------------------- ---------------- ----------------- ------------
1999 1998 1997 1999 1998 1997 1999 1998 1997 1999 1998 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Prudential Securities
Incorporated*

% of commissions NA NA NA NA
% of transactions NA NA NA NA

Merrill Lynch & Co.**

% of commissions NA 2.08% NA -0-
% of transactions NA 2.74% NA -0-

Union Swiss Bank
% of commissions 0.52% -0- NA NA
% of transactions 0.85% -0- NA NA

Goldman Sachs & Co.*
% of commissions NA NA NA NA
% of transactions NA NA NA NA
</TABLE>

- ----------------
*Effective October 1, 1997, Goldman Sachs Asset Management served as an
Specialist Manager of the Growth Equity Portfolio. These figures are calculated
for the period October 1, 1997 through June 30, 1998.

**Hotchkis & Wiley, which served as an Specialist Manager of The Value Equity
Portfolio prior to March ___, 1999, is a division of Merrill Lynch Asset
Management, L.P. and an affiliate of Merrill Lynch & Co., Inc.

***Both Prudential Securities Incorporated and Jennison Associates LLC, which
serves as an Specialist Manager of The Growth Equity Portfolio, are wholly-owned
subsidiaries of The Prudential Insurance Company of America.

[++Other brokers deemed to be affiliated with respect to the Fixed Income
Portfolios are companies affiliated with Deutchebank, the parent company of
Morgan Grenfell Incorporated. These companies include Bankers Trust Company, and
BT Alex Brown. No brokerage transactions were affected through such companies
during the periods reflected in the above table by the relevant Portfolios.]

In no instance will portfolio securities be purchased from or sold to Specialist
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 Specialist 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 Specialist 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

<PAGE>

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 Specialist 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 rates for each of the Trust's
Portfolios during the last two fiscal years are set forth in the table below.

Portfolio Fiscal Year Ended Fiscal Year Ended
- --------- June 30, 1999 June 30, 1998
------------- -------------
Value Equity Portfolio,; 86.45%*
Growth Equity Portfolio, 95.07%*
Small Capitalization Equity Portfolio 103.41%*
International Portfolio, 29.85%
Limited Duration Municipal Bond Portfolio 42.50%
Intermediate Term Municipal Bond Portfolio NA
Fixed Income Portfolio NA

* A change in one of this Portfolio's Specialist Managers occurred during the
period.

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, 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

<PAGE>

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.

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.

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

<PAGE>

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" or "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

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 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.

HISTORY OF THE TRUST AND OTHER INFORMATION

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.

<PAGE>

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.

Principal Securityholders. 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 October______, 1999. 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>
Value Growth Small International Limited Intermediate Fixed
Name and Address of Equity Equity Capitalization Equity Duration Term Income
Record Holder ------ ------ Equity ------ Municipal Bond Municipal ------
------------- ------ -------------- Bond
----
<S> <C> <C> <C> <C> <C> <C> <C>

</TABLE>

- -----------------
(1) Shares include _______% held FBO
(2) Shares include _______% held FBP
(3) Shares include _______% held FBO
(4) Shares include _______% held FBO

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

PricewaterhouseCoopers LLP, serves as the Trust's independent accountants. The
Trust's financial statements as of June 30, 1999, have been audited
by_______________, 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.

<PAGE>

RATINGS APPENDIX

RATINGS FOR CORPORATE DEBT SECURITIES

Moody's Investors Service, Inc. Standard & Poor's Corporation

Aaa AAA

Judged to be of the best quality; This is the highest rating assigned by
smallest degree of investment risk S&P to a 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
standards; together with Aaa group, obligations. Capacity to pay principal
comprise what are generally known and interest is very strong
as "high grade bonds"

A A

Possess many favorable investment Strong capacity to pay principal and
attributes and are to be considered interest, although securities in this
as obligations category are somewhat upper medium grade
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
they are neither highly protected an adequate capacity to pay principal
nor poorly secured. Interest and interest. Although they normally
payments and principal security exhibit adequate protection parameters,
appear adequate for present but adverse economic conditions or changing
certain protective elements may be circumstances are more likely to lead to
lacking or unreliable over time. a weakened capacity to pay principal and
Lacking in outstanding investment interest for bonds in this category than
characteristics and have speculative for bonds in the A category.
characteristics as well

Ba BB

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

<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>

PART C: OTHER INFORMATION

Item 23. Exhibits
--------

(a)(1) Cerrtificate of Trust filed on December 15, 1994 with the Secretary of
State of Delaware. Incorporated herein by reference to corresponding
item contained in Post-Effective amendment No. 7 filed on January 2,
1998.

(a)(2) Amended and Restated Declaration and Agreement of Trust (as amended
November 9, 1995) (Incorporated herein by reference to Item 1(b)
contained in Post-effective Amendment No. 4, filed with the Securities
and Exchange Commission on December 16, 1996.)

(b) Amended Bylaws of the Trust (as amended November 9, 1995 and July 15,
1999) FILED HEREWITH

<PAGE>

(c) [instruments defining right of security holders] (All relevant
provisions included in Exhibit (a), as referenced above.)

(d) Investment Advisory Agreements

(1) Consulting Agreement between the Trust and Hirtle, Callaghan &
Co., Inc. (Incorporated herein by reference to Item 24(b)
contained in Post-Effective amendment No. 7 filed on January 2,
1998.)

(2)(a) Portfolio Management Contract between the Trust and Institutional
Capital Corporation related to the Value Equity Portfolio.
(Incorporated herein by reference to Item 24(b) contained in
Post-Effective Amendment No. 7 filed on January 2, 1998.)

(2)(b) Amendment to the Portfolio Management Contract between the Trust
and Institutional Capital Corporation related to the Value Equity
Portfolio. (Incorporated herein by reference to Item 24(b)
contained in Post-effective Amendment No. 9 filed on April 13,
1998.)

(3) Portfolio Management Contract between the Trust and Geewax Terker
& Co. related to the Value Equity Portfolio. FILED HEREWITH

(4)(a) Portfolio Management Contract between the Trust and Goldman Sachs
Asset Management related to the Growth Equity Portfolio.
(Incorporated herein by reference to Item 24(b) contained in
Post-Effective amendment No. 7 filed on January 2, 1998.)

(4)(b) Amendment to Portfolio Management Contract between Goldman Sachs
Asset Management and the Trust relating to the Growth Equity
Portfolio. FILED HEREWITH

(5) Portfolio Management Contracts between the Trust and Jennison
Associates LLC related to the Growth Equity Portfolio.
(Incorporated herein by reference to Item 24(b) contained in
Post-Effective amendment No. 7 filed on January 2, 1998.)

(6) Portfolio Management Contract between the Trust and Frontier
Capital Management Co. related to The Small Capitalization Equity
Portfolio. Incorporated herein by reference to corresponding item
contained in Post-Effective Amendment No. 7 filed on January
2,1998.

(7) Portfolio Management Contract between the Trust and Geewax Terker
& Co. related to The Small Capitalization Equity Portfolio.
(Incorporated herein by reference to corresponding item contained
in Post-Effective amendment No. 9 filed on April 13, 1998.)

(8)(a) Portfolio Management Contract between the Trust and Brinson
Partners, Inc. related to the International Equity Portfolio.
(Incorporated herein by reference to corresponding item contained
in Post-Effective amendment No. 7 filed on January 2, 1998.)

(8)(b) Amendment to the Portfolio Management Contract between the Trust
and Brinson Partners, Inc. relating to the International Equity
Portfolio. (Incorporated herein by reference to corresponding
item contained in Post-Effective Amendment No. 10 filed June 18,
1998.)

(8)(c) Portfolio Management Contract between the Trust and Artisan
Partners Limited Partnership related to the International Equity
Portfolio. FILED HEREWITH

(9) Portfolio Management Contract between the Trust and Morgan
Grenfell Incorporated (formerly Morgan Grenfell Asset Management)
related to the Limited Duration Municipal Bond Portfolio.
(Incorporated herein by reference to corresponding item contained
in Post-Effective amendment No. 7 filed on January 2, 1998.)

(10) Portfolio Management Contract between the Trust and Morgan
Grenfell Incorporated (formerly Morgan Grenfell Asset Management)
related to the Fixed Income Portfolio. (Incorporated herein by
reference to corresponding item contained in Post-Effective
amendment No. 7 filed on January 2, 1998.)

(11) Portfolio Management Contract between the Trust and Morgan
Grenfell Incorporated (formerly Morgan Grenfell Asset Management)
related to the Intermediate Term Portfolio. (Incorporated herein
by reference to corresponding item contained in Post-Effective
amendment No.7 filed on January 2, 1998.)

(e) Distribution Agreement between BISYS Fund Services (Incorporated
herein by reference to Item 1(b) contained in Post-effective Amendment
No 4, filed with the Securities and Exchange Commission on December
16, 1996.)

<PAGE>

(f) [bonus, pension and profit-sharing plans] Not Applicable.

(g) Custodian Agreement between Bankers Trust Company and the Trust
(Incorporated herein by reference to corresponding item contained in
Post-Effective amendment No. 7 filed on January 2, 1998.)

(h) Registrant's Agreements with BISYS Fund Services

(h)(1) Administration Agreement. (Incorporated by reference to Item 9(b)
of Registrant's Post-effective Amendment No.4, filed with the
Securities and Exchange Commission on December 16, 1996.)

(h)(2) Fund Accounting Agreement. (Incorporated by reference to Item
9(b) of Registrant's Post-effective Amendment No.4, filed with
the Securities and Exchange Commission on December 16, 1996.)

(h)(3) Transfer Agency Agreement.(Incorporated by reference to Item 9(b)
of Registrant's Post-effective Amendment No.4, filed with the
Securities and Exchange Commission on December 16, 1996.)

(h)(4) Amendment to Administration Agreement (Incorporated herein by
reference to Item 9(b) contained in Post-effective Amendment No.
10, filed with the Securities and Exchange Commission on June 18,
1998.)

(h)(5) Amendment to Transfer Agency Agreement (Incorporated herein by
reference to Item 9(b) contained in Post-effective Amendment No.
10, filed with the Securities and Exchange Commission on June 18,
1998.)

(h)(6) Amendment to Fund Accounting Agreement (Incorporated herein by
reference to Item 9(b) contained in Post-effective Amendment No.
4, filed with the Securities and Exchange Commission on December
16, 1996.)

(h)(7) Omnibus Fee Agreement. Incorporated herein by reference to
corresponding item contained in Post-Effective amendment No. 7
filed on January 2, 1998.

(i) Opinion of Counsel (Incorporated herein by reference to Item 10
contained in Post-effective Amendment No. 9, filed with the Securities
and Exchange Commission on April 13, 1998.)

(j) Consent of Accountants. TO BE FILED BY AMENDMENT

(k) Audited Financial Statements TO BE FILED BY AMENDMENT

(l) [agreements regarding initial capital] Not Applicable.

(m) [Rule 12b-1 plan] Not Applicable.

<PAGE>

(n) Financial Data Schedule

(o) [plan pursuant to rule 18f-3] Not Applicable.

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

None.

Item 25. Indemnification
---------------

Reference is made to Article VII of the Trust's Amended and Restated
Agreement and Declaration of Trust and to Article VI of the Trust's
By-Laws, which are incorporated herein by reference. Pursuant to Rule
484 under the Securities Act of 1933 (the "Act"), as amended, the
Trust furnishes the following undertaking:

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

Item 26. Business and Other Connections of the Investment Adviser
--------------------------------------------------------

Information relating to the business and other connections of each of
the Trust's Investment Managers and each director, officer or partner
of such managers are hereby incorporated by reference from each such
manager's Form ADV, as filed with the Securities and Exchange
Commission, as follows:

Investment Manager SEC File No. 801- ADV Item No.
- --------------------------------------------------------------------------------
Artisan Partners Limited Partnership 48435 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Brinson Partners, Inc. 34910 Part I (8, 10 & 12)
Part II (6 - 9, 13)

<PAGE>

Frontier Capital Management Co. 15724 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Jennison Associates LLC 5608 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Institutional Capital Corporation 40779 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Goldman Sachs Asset Management 16048 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Geewax, Terker & Co. 16965 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Morgan Grenfell Incorporated 27291 Part I (8, 10 & 12)
Part II (6 - 9, 13)

Hirtle, Callaghan & Co., Inc. ("HCCI") has entered into a Consulting Agreement
with the Trust. Although HCCI is a registered investment adviser, HCCI does not
have investment discretion with regard to the assets of the Trust. Information
regarding the business and other connections of HCCI's officers and directors is
incorporated by reference to Part I (Items 8, 10 and 12) and Part II (Items 6 -
9 and 13) of HCCI's Form ADV, File No. 801-32688 which has been filed with the
Securities and Exchange Commission.

Item 27. Principal Underwriters.
-----------------------

(a) BISYS Fund Services, LP ("BISYS") serves as the principal
underwriter for the Trust. BISYS also serves as a principal
underwriter for the following investment companies:

Alpine Equity Trust
-------------------
American Performance Funds
Am South Mutual Funds
The ARCH Fund, Inc.
The BB&T Mutual Funds roup
The Coventry Group
ESC Strategic Funds, Inc.
The Eureka Funds
Fountain Square Funds
HBSC Family of funds
The Infinity Mutual Funds, Inc.
INTRUST Funds Trust
The Kent Funds
Magna Funds
Meyers Investment Trust
MMA Praxis Mutual Funds
M.S.D.& T. Funds
Pacific Capital Funds

<PAGE>

The Parkstone Advantage Funds
Pegasus Funds
The Republic Funds Trust
Republic Funds
The Republic Advisors Funds Trust
Puget Sound Alternative Investment Series Trust
The Riverfront Funds, Inc.
Sefton Funds Trust
The Sessions Group
Summit Investment Trust
Variable Insurance Funds
The Victory Portfolios
The Victory Variable Insurance Funds
Vintage Mutual Funds, Inc.

(b) The following table sets forth the indicated information with
respect to each director and officer of BISYS. Unless otherwise
noted, the business address for each such person is 3435 Stelzer
Road, Columbus, Ohio 43219:

Positions and Offices with
Name Underwriter Positions with Trust
- ---- ----------- --------------------
WC Subsidiary Corp. Sole Limited Partner None
150 Clove Road
Little Falls, NJ 07424

BISYS Fund Services, Inc.
3435 Stelzer Road
Columbus Ohio 43219 Sole General Partner None

Item 28. Location of Accounts and Records.
---------------------------------

(a) Bankers Trust Company, 130 Liberty Street, One Bankers Trust
Plaza, New York, New York 10006 (records relating to its function
as custodian.)

(b) BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219.

<PAGE>

(d) Records relating to the activities of each of the Investment
Managers on behalf of the indicated Portfolio are maintained as
follows:

INVESTMENT MANAGER LOCATION OF ACCOUNTS AND RECORDS
- ------------------ --------------------------------

The International Equity Portfolio
- ----------------------------------
Brinson Partners, Inc. 209 South LaSalle Street
Chicago, IL 60604-1295

Artisan Partners Limited Partnership 100 Pine Street, Suite 2900
San Francisco, CA 94111

1000 North Water Street
Milwaukee, Wisconsin 53202

The Small Capitalization Equity Portfolio
- -----------------------------------------
Geewax, Terker & Co. 99 Starr Street
Phoenixville, PA 19460

Frontier Capital Management 99 Summer Street
Company Boston, MA 02110

The Value Equity Portfolio
- --------------------------
Geewax, Terker & Co. 99 Starr Street
Phoenixville, PA 19460

Institutional Capital 225 West Wacker
Corporation Suite 2400
Chicago, IL 60606

The Growth Equity Portfolio:
- ----------------------------
Jennison Associates LLC 466 Lexington Ave.
New York, NY 10017

Goldman Sachs Asset Managemen 85 Broad Street
New York, NY 10004

The Limited Duration Municipal Bond Portfolio
The Fixed Income Portfolio
The Intermediate Term Municipal Bond Portfolio
- ----------------------------------------------
Morgan Grenfell Incorporated 885 Third Avenue
New York, NY 10022-4802 and
150 S. Independence Square W.
Suite 726 Philadelphia, PA 19106

<PAGE>

Item 29. Management Services.
--------------------

None.

Item 30. Undertakings
------------

Not Applicable.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the undersigned has duly caused this Post-Effective
Amendment No. 12 to be signed on its behalf by the undersigned, thereto duly
authorized in the City of Conshohocken and Commonwealth of Pennsylvania on
September 1 , 1999.

THE HIRTLE CALLAGHAN TRUST

BY:
-------------------------
Donald E. Callaghan
Chief Executive Officer

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

[signed] Treasurer and Vice-President September 1, 1999
- ----------------------------- (Principal Financial Officer)
Robert Zion

[signed] Trustee September 1, 1999
- -----------------------------
Donald E. Callaghan

[signed] Trustee* September 1, 1999
- -----------------------------
Ross H. Goodman

[signed] Trustee September 1, 1999
- -----------------------------
Jonathan J. Hirtle

[signed] Trustee* September 1, 1999
- -----------------------------
Jarrett Burt Kling

[signed] Trustee* September 1, 1999
- -----------------------------
David M. Spungen

[signed] Trustee* September 1, 1999
- -------------------------------
R. Richard Williams

[signed] Trustee* September 1, 1999
- -----------------------------
Richard W. Wortham, III

* signed by Donald E. Callaghan, pursuant to powers of attorney dated August
16, 1999.

<PAGE>

EXHIBIT LIST

Exhibit 1: Amended By-laws of the Trust

Exhibit 2: Portfolio Management Agreement with Geewax Terker & Co., relating
to The Value Equity Portfolio

Exhibit 3: Amendment to the Portfolio Management Agreement with GSAM

Exhibit 4: Portfolio Management Agreement with Artisan Partners Limited
Partners relating to The International Equity

Exhibit 1 to PEA No 12 (filed September 2, 1999)

BY-LAWS
-------

THE HIRTLE CALLAGHAN TRUST
(a Delaware Business Trust)

TABLE OF CONTENTS
-----------------

BY-LAWS
The Hirtle Callaghan Trust

<PAGE>
Page
ARTICLE I
OFFICES...................................................................1
1. PRINCIPAL OFFICE......................................................1
2. DELAWARE OFFICE.......................................................1
3. OTHER OFFICES.........................................................1

ARTICLE II
MEETINGS OF SHAREHOLDERS..................................................1
1. PLACE OF MEETINGS.....................................................1
2. CALL OF MEETING.......................................................1
3. NOTICE OF SHAREHOLDERS' MEETING.......................................1
4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..........................1
5. ADJOURNED MEETING; NOTICE.............................................2
6. VOTING................................................................2
7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS....................2
8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...............2
9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS........3
10. PROXIES...............................................................3
11. INSPECTORS OF ELECTION................................................3

ARTICLE III
TRUSTEES..................................................................4
1. POWERS................................................................4
2. NUMBER OF TRUSTEES....................................................4
3. VACANCIES.............................................................4
4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE...........................4
5. REGULAR AND SPECIAL MEETINGS..........................................4
6. NOTICE OF MEETINGS....................................................4
7. QUORUM................................................................5
8. WAIVER OF NOTICE......................................................5
9. ADJOURNMENT...........................................................5
10. NOTICE OF ADJOURNMENT.................................................5
11. ACTION WITHOUT A MEETING..............................................5
12. FEES AND COMPENSATION OF TRUSTEES.....................................5
13. DELEGATION OF POWER TO OTHER TRUSTEES.................................5

ARTICLE IV
COMMITTEES................................................................6
1. COMMITTEES OF TRUSTEES................................................6
2. MEETINGS AND ACTION OF COMMITTEES.....................................6

ARTICLE V
OFFICERS..................................................................6
1. OFFICERS..............................................................6
2. ELECTION OF OFFICERS..................................................7
3. SUBORDINATE OFFICERS..................................................7
4. REMOVAL AND RESIGNATION OF OFFICERS...................................7
5. VACANCIES IN OFFICES..................................................7
6. CHAIRMAN OF THE BOARD.................................................7
7. PRESIDENT.............................................................7
8. VICE PRESIDENTS.......................................................7

<PAGE>

9. SECRETARY.............................................................7
10. TREASURER.............................................................8

ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
EMPLOYEES AND OTHER AGENTS................................................8
1. AGENTS, PROCEEDINGS AND EXPENSES......................................8
2. ACTIONS OTHER THAN BY TRUST...........................................8
3. ACTIONS BY THE TRUST..................................................8
4. EXCLUSION OF INDEMNIFICATION..........................................9
5. SUCCESSFUL DEFENSE BY AGENT...........................................9
6. REQUIRED APPROVAL.....................................................9
7. ADVANCE OF EXPENSES...................................................9
8. OTHER CONTRACTUAL RIGHTS.............................................10
9. LIMITATIONS..........................................................10
10. INSURANCE............................................................10
11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN.................................10

ARTICLE VII
RECORDS AND REPORTS......................................................10
1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.........................10
2. MAINTENANCE AND INSPECTION OF BY-LAWS................................10

<PAGE>

BY-LAWS

THE HIRTLE CALLAGHAN TRUST
--------------------------
A DELAWARE BUSINESS TRUST

ARTICLE I
OFFICES
-------

SECTION 1. PRINCIPAL OFFICE. The principal executive office of The Hirtle
Callaghan Trust (the "Trust") shall be 575 E. Swedesford Road, Wayne PA. 19087.
The Board of Trustees may, from time to time, fix the location of the principal
executive office of the Trust, by resolution, to any place within or outside the
State of Delaware.

SECTION 2. DELAWARE OFFICE. The Board of Trustees shall establish a registered
office in the State of Delaware and shall appoint as the Trust's registered
agent for service of process in the State of Delaware an individual resident of
the State of Delaware or a Delaware corporation or a foreign corporation
authorized to transact business in the State of Delaware; in each case the
business office of such registered agent for service of process shall be
identical with the registered Delaware office of the Trust.

SECTION 3. OTHER OFFICES. The Board of Trustees may at any time establish branch
or subordinate offices at any place or places where the Trust intends to do
business.

ARTICLE II
MEETINGS OF SHAREHOLDERS
------------------------

SECTION 1. PLACE OF MEETINGS. Meetings of shareholders shall be held at any
place designated by the Board of Trustees. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Trust.

SECTION 2. CALL OF MEETING. A meeting of the shareholders may be called at any
time by the Board of Trustees or by the Chairman of the Board or by the
President.

SECTION 3. NOTICE OF SHAREHOLDERS' MEETING. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 4 of
this Article II not less than seven (7) nor more than seventy-five (75) days
before the date of the meeting. The notice shall specify (i) the place, date and
hour of the meeting, and (ii) the general nature of the business to be
transacted. The notice of any meeting at which Trustees are to be elected also
shall include the name of any nominee or nominees whom at the time of the notice
are intended to be presented for election. If action is proposed to be taken at
any meeting for approval of (i) a contract or transaction in which a Trustee has
a direct or indirect financial interest, (ii) an amendment of the Agreement and
Declaration of Trust of the Trust, (iii) a reorganization of the Trust, or (iv)
a voluntary dissolution of the Trust, the notice shall also state the general
nature of that proposal.

SECTION 4. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting
of shareholders shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address of that shareholder appearing on the books of the
Trust or its transfer agent or given by the shareholder to the Trust for the
purpose of notice. If no such address appears on the Trust's books or is given,
notice shall be deemed to have been given if sent to that shareholder by
first-class mail or telegraphic or other written communication to the Trust's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where that office is located. Notice shall be
deemed to have

<PAGE>

been given at the time when delivered personally or deposited in the mail or
sent by telegram or other means of written communication.

If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Trust is returned to the Trust by the United
States Postal Service marked to indicate that the Postal Service is unable to
deliver the notice to the shareholder at that address, all future notices or
reports shall be deemed to have been duly given without further mailing if these
shall be available to the shareholder on written demand of the shareholder at
the principal executive office of the Trust for a period of one year from the
date of the giving of the notice.

An affidavit of the mailing or other means of giving any notice of any
shareholder's meeting shall be executed by the Secretary, Assistant Secretary or
any transfer agent of the Trust giving the notice and shall be filed and
maintained in the minute book of the Trust.

SECTION 5. ADJOURNED MEETING; NOTICE. Any shareholder's meeting, whether or not
a quorum is present, may be adjourned from time to time by the vote of the
majority of the shares represented at that meeting, either in person or by
proxy. When any meeting of the shareholders is adjourned to another time or
place, notice need not be given of the adjourned meeting at which the
adjournment is taken, unless a new record date of the adjourned meeting is fixed
or unless the adjournment is for more than sixty (60) days from the date set for
the original meeting, in which case the Board of Trustees shall set a new record
date. Notice of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 3 and 4 of this Article II. At any adjourned meeting, the
Trust may transact any business which might have been transacted at the original
meeting.

SECTION 6. VOTING. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with the provisions of the
Agreement and Declaration of Trust of the Trust, as in effect at such time. The
shareholders' vote may be by voice vote or by ballot, provided, however, that
any election for Trustees must be by ballot if demanded by any shareholder
before the voting has begun. On any matter other than elections of Trustees, any
shareholder may vote part of the shares in favor of the proposal and refrain
from voting the remaining shares or vote them against the proposal, but if the
shareholder fails to specify the number of shares which the shareholder is
voting affirmatively, it will be conclusively presumed that the shareholder's
approving vote is with respect to the total shares that the shareholder is
entitled to vote on such proposal.

SECTION 7. WAIVER OF NOTICE BY CONSENT OF ABSENT SHAREHOLDERS. The transactions
of the meeting of shareholders, however called and noticed and wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present either in person or by proxy and if either before
or after the meeting, each person entitled to vote who was not present in person
or by proxy signs a written waiver of notice or a consent to a holding of the
meeting or an approval of the minutes. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any meeting of
shareholders.

Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the person objects at the beginning of the meeting to
the transaction of any business because the meeting is not lawfully called or
convened and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters not included in the notice of the meeting
if that objection is expressly made at the beginning of the meeting.

SECTION 8. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action
which may be taken at any meeting of shareholders may be taken without a meeting
and without prior notice if a consent in writing setting forth the action so
taken is signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were present
and voted. All such consents shall be filed with the Secretary of

<PAGE>

the Trust and shall be maintained in the Trust's records. Any shareholder giving
a written consent or the shareholder's proxy holders or a transferee of the
shares or a personal representative of the shareholder or their respective proxy
holders may revoke the consent by a writing received by the Secretary of the
Trust before written consents of the number of shares required to authorize the
proposed action have been filed with the Secretary.

If the consents of all shareholders entitled to vote have not been solicited in
writing and if the unanimous written consent of all such shareholders shall not
have been received, the Secretary shall give prompt notice of the action
approved by the shareholders without a meeting. This notice shall be given in
the manner specified in Section 4 of this Article II. In the case of approval of
(i) contracts or transactions in which a Trustee has a direct or indirect
financial interest, (ii) indemnification of agents of the Trust, and (iii) a
reorganization of the Trust, the notice shall be given at least ten (10) days
before the consummation of any action authorized by that approval.

SECTION 9. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING AND GIVING CONSENTS. For
purposes of determining the shareholders entitled to notice of any meeting or to
vote or entitled to give consent to action without a meeting, the Board of
Trustees may fix in advance a record date which shall not be more than ninety
(90) days nor less than seven (7) days before the date of any such meeting as
provided in the Agreement and Declaration of Trust of the Trust.

If the Board of Trustees does not so fix a record date:

(a) The record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or if notice
is waived, at the close of business on the business day next preceding the
day on which the meeting is held.

(b) The record date for determining shareholders entitled to give consent to
action in writing without a meeting, (i) when no prior action by the Board
of Trustees has been taken, shall be the day on which the first written
consent is given, or (ii) when prior action of the Board of Trustees has
been taken, shall be at the close of business on the day on which the Board
of Trustees adopt the resolution relating to that action or the
seventy-fifth day before the date of such other action, whichever is later.

SECTION 10. PROXIES. Every person entitled to vote for Trustees or on any other
matter shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of the Trust. A proxy shall be deemed signed if the shareholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic transmission
or otherwise) by the shareholder or the shareholder's attorney-in-fact. A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it
before the vote pursuant to that proxy by a writing delivered to the Trust
stating that the proxy is revoked or by a subsequent proxy executed by or
attendance at the meeting and voting in person by the person executing that
proxy; or (ii) written notice of the death or incapacity of the maker of that
proxy is received by the Trust before the vote pursuant to that proxy is
counted; provided however, that no proxy shall be valid after the expiration of
eleven (11) months from the date of the proxy unless otherwise provided in the
proxy.

SECTION 11. INSPECTORS OF ELECTION. Before any meeting of shareholders, the
Board of Trustees may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the chairman of the meeting may and on the request of
any shareholder or a shareholder's proxy shall, appoint inspectors of election
at the meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one (1) or

<PAGE>

three (3) inspectors are to be appointed. If any person appointed as inspector
fails to appear or fails or refuses to act, the chairman of the meeting may and
on the request of any shareholder or a shareholder's proxy, shall appoint a
person to fill the vacancy. In the event that inspectors of election are
appointed, such inspectors shall: (a) Determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum and the authenticity, validity and effect of proxies; (b)
Receive votes, ballots or consents; (c) Hear and determine all challenges and
questions in any way arising in connection with the right to vote; (d) Count and
tabulate all votes or consents; (e)Determine when the polls shall close; (f)
Determine the result; and (g) Do any other acts that may be proper to conduct
the election or vote with fairness to all shareholders.

ARTICLE III
TRUSTEES
--------

SECTION 1. POWERS. Subject to the applicable provisions of the Agreement and
Declaration of Trust of the Trust and these By-Laws relating to action required
to be approved by the shareholders or by the outstanding shares, the business
and affairs of the Trust shall be managed and all powers shall be exercised by
or under the direction of the Board of Trustees.

SECTION 2. NUMBER OF TRUSTEES. The number of Trustees of the Trust shall be
[seven][increased from seven by amendment 7/5/99], provided, however, that the
Board of Trustees may, within the limits specified in the Agreement and
Declaration of Trust of the Trust and by a written instrument signed, or a
resolution approved at a duly constituted meeting, by a majority of the Board of
Trustees, fix a greater or lesser number of Trustees.

SECTION 3. VACANCIES. Vacancies on the Board of Trustees may be filled by a
majority of the remaining Trustees, though less than a quorum, or by a sole
remaining Trustee, unless the Board of Trustees calls a meeting of shareholders
for the purposes of electing Trustees. In the event that at any time less than a
majority of the Trustees holding office at that time were so elected by the
holders of the outstanding voting securities of the Trust, the Board of Trustees
shall forthwith cause to be held as promptly as possible, and in any event
within a time period that will satisfy applicable requirements of the Investment
Company Act of 1940 ("1940 Act"), a meeting of such holders for the purpose of
electing Trustees to fill any existing vacancies on the Board of Trustees.

SECTION 4. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. All meetings of the
Board of Trustees may be held at any place that has been designated from time to
time by resolution of the Board. In the absence of such a designation, regular
meetings shall be held at the principal executive office of the Trust. Any
meeting, regular or special, may be held by conference telephone or similar
communication equipment, so long as all Trustees participating in the meeting
can hear one another and all such Trustees shall be deemed to be present in
person at the meeting.

SECTION 5. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of
Trustees shall be held without call at least four times during each fiscal year,
at such times as shall from time to time be fixed by the Board of Trustees. Such
regular meetings may be held without notice, except that a notice of meeting
shall be delivered in accordance with these By-laws with respect to any regular
meeting at which a matter that may be acted upon by the Board of Trustees under
the 1940 Act only at meeting called for the purposed of acting upon such matter.
Upon notice to each of the Trustee, special meetings of the Board of Trustees
for any purpose or purposes may be called at any time by the Chairman of the
Board or the President or any Vice President or the Secretary or any two (2)
Trustees.

<PAGE>

SECTION 6. NOTICE OF MEETINGS.

Notices of special meetings or regular meetings (if such notice is required)
shall be in writing and shall include the date and time of the meeting, as well
as a description of the matters expected to be considered at any such meeting.
The notice need not specify the place that the meeting is to be held if the
meeting will take place at the principal executive office of the Trust.
Notwithstanding the foregoing, if a matter not indicated on the notice of any
such meeting properly comes before any such meeting, the Board may take action
on such matter provided that it is not a matter which, under the 1940 Act, may
be acted upon only at a meeting called for the purpose of acting on such matter.
Notices may be delivered to each Trustee in person, by facsimile or other
electronic means, by first-class mail, telegram or other recognized delivery
service addressed to each Trustee at that Trustee's business address or
residence as it is shown on the records of the Trust or such other address
designated by the Trustee for such delivery, provided that, where written notice
of a meeting is required under these Bylaws, such notice is delivered by means
reasonably likely to be received by each Trustees at least 48 hours prior to the
date of the meeting to which such notice relates is to be held.

SECTION 7. QUORUM. A majority of the total number of Trustees specified in
Section2 of this Article III shall constitute a quorum for the transaction of
business, except to adjourn as provided in Section 10 of this Article III. Every
act or decision done or made by a majority of the Trustees present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board
of Trustees, unless the Agreement and Declaration of Trust of the Trust
expressly provides otherwise with respect to any matter. A meeting at which a
quorum is initially present may continue to transact business notwithstanding
the withdrawal of Trustees if any action taken is approved by at least a
majority of the required quorum for that meeting.

SECTION 8. WAIVER OF NOTICE. Notice of any meeting need not be given to any
Trustee who either before or after the meeting signs a written waiver of notice,
a consent to holding the meeting, or an approval of the minutes. The waiver of
notice or consent must specify the purpose of the meeting only if a matter that
may be acted upon by the Board of Trustees under the 1940 Act only at meeting
called for the purposed of acting upon such matter is to be considered at the
meeting to which the waiver relates. All such waivers, consents, and approvals
shall be filed with the records of the Trust or made a part of the minutes of
the meeting. Notice of a meeting shall also be deemed given to any Trustee who
attends the meeting without protesting before or at its commencement the lack of
notice to that Trustee.

SECTION 9. ADJOURNMENT. A majority of the Trustees present, whether or not
constituting a quorum, may adjourn any meeting to another time and place.

SECTION 10. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given unless the meeting is adjourned for more
than forty-eight (48) hours, in which case notice of the time and place shall be
given before the time of the adjourned meeting in the manner specified in
Section 6 of this Article III, both to the Trustees who were present at the time
of the adjournment and all other Trustees.

SECTION 11. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken by the Board of Trustees may be taken without a meeting if a majority of
the members of the Board of Trustees shall individually or collectively consent
in writing to that action, unless the matter to be acted upon may be acted upon
requires, under the 1940 Act, the vote, cast in person, of a majority of those
Trustees who are not "interested persons" of the Trust as that term is defined
by the 1940 Act. Action by written consent shall have the same force and effect
as a majority vote of the Board of Trustees. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board of Trustees.

SECTION 12. FEES AND COMPENSATION OF TRUSTEES. Trustees and members of
committees may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Trustees. This Section 12 shall not be construed to preclude any
Trustee from serving the

<PAGE>

Trust in any other capacity as an officer, agent, employee, or otherwise and
receiving compensation for those services.

SECTION 13. DELEGATION OF POWER TO OTHER TRUSTEES. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six (6) months at any
one time to any other Trustee or Trustees; provided that in no case shall fewer
than two (2) Trustees personally exercise the powers granted to the Trustees
under the Agreement and Declaration of Trust of the Trust except as otherwise
expressly provided herein or by resolution of the Board of Trustees. Except
where applicable law may require a Trustee to be present in person, a Trustee
represented by another Trustee pursuant to such power of attorney shall be
deemed to be present for purposes of establishing a quorum and satisfying the
required majority vote.

ARTICLE IV
COMMITTEES
----------

SECTION 1. COMMITTEES OF TRUSTEES.
(a) The Board of Trustees may by resolution adopted by a majority of the
authorized number of Trustees designate one or more committees, each consisting
of two (2) or more Trustees, to serve at the pleasure of the Board. The Board
may designate one or more Trustees as alternate members of any committee who may
replace any absent member at any meeting of the committee. Any committee to the
extent provided in the resolution of the Board, shall have the authority of the
Board, except with respect to: (i) the approval of any action which the 1940 Act
or other applicable law requires be approved by a majority of those Trustees who
are not "interested persons" of the Trust as that term is defined by the 1940
Act and/or the approval of a majority of the Board of Trustees; (ii) the filling
of vacancies on the Board of Trustees, the appointment of members of any
committee or the establishment of any new committee; (iii) the fixing of
compensation of the Trustees for serving on the Board of Trustees or on any
committee; or (iv) any proposal that would amend Agreement and Declaration of
Trust or the By-laws. Notwithstanding the foregoing, the Board of Trustees may
establish a Pricing committee consisting of ONE OR MORE TRUSTEES AND SHALL
INCLUDE, AS EX-OFFICIO MEMBERS, THE TRUST'S VICE-PRESIDENT OR ANY ASSISTANT VICE
PRESIDENT AND TREASURER OR ANY ASSISTANT TREASURER.[PERMITTING A SINGLE DIRECTOR
AND STATED EX-OFFICIO MEMBERS BY AMENDMENT NOVEMBER 9, 1995.] The Pricing
Committee shall be authorized to act on behalf of the Board of Trustees in
connection with issues arising between regular meetings of the Board of Trustees
relating to the pricing of the Trust's shares, provided that any action taken by
the Pricing Committee is reported to the full Board, and ratified by a majority
of the Board of Trustees not later than at the next regularly scheduled meeting
of the Board of Trustees.

(b) The Board of Trustees shall establish an Executive Committee,
consisting of three Trustees, all of whom may be persons who are "interested
persons" of the Trust, as that term is defined by the 1940 Act. The Executive
Committee shall have the authority to act with respect to any matter in the
stead of the full Board of Trustees, except as expressly limited by the
preceding paragraph. The Executive Committee is further authorized to consider
any matter with respect to which action by the full Board of Trustees is
necessary or appropriate, and to make recommendations, either in written or oral
form, with respect to any such matter to the full Board of Trustees. The
Executive Committee shall maintain written records of its meetings and shall
report, either in writing or orally, to the full Board of Trustees at each
regular meeting of the Board, on any meeting and any action taken at any meeting
of the Executive Committee, since the prior regular meeting of the full Board.

SECTION 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and action of committees
shall be governed by and held and taken in accordance with the provisions of
Article III of these By-Laws, with such changes in the context thereof as are
necessary to substitute the committee and its members for the Board of Trustees
and its members, except that the time of regular meetings of committees may be
determined either by resolution of the Board of Trustees or by resolution of the
committee. Special meetings of committees may also be

<PAGE>

called by resolution of the Board of Trustees. Alternate members shall be given
notice of meetings of committees and shall have the right to attend all meetings
of committees. The Board of Trustees may adopt rules for the governance of any
committee not inconsistent with the provisions of these By-Laws.

ARTICLE V
OFFICERS
--------

SECTION 1. OFFICERS. The officers of the Trust shall be a Chairman, a President,
a Secretary, and a Treasurer. The Trust may also have, at the discretion of the
Board of Trustees, a Chairman of the Board, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article V. Any number of offices may be held by the same person.

SECTION 2. ELECTION OF OFFICERS. The officers of the Trust, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article V, shall be chosen by the Board of Trustees, and each shall
serve at the pleasure of the Board of Trustees, subject to the rights, if any,
of an officer under any contract of employment.

SECTION 3. SUBORDINATE OFFICERS. The Board of Trustees may appoint and may
empower the President to appoint such other officers as the business of the
Trust may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in these By-Laws or as the
Board of Trustees may from time to time determine.

SECTION 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any,
of an officer under any contract of employment, any officer may be removed,
either with or without cause, by the Board of Trustees at any regular or special
meeting of the Board of Trustees or by the principal executive officer or by
such other officer upon whom such power of removal may be conferred by the Board
of Trustees.

Any officer may resign at any time by giving written notice to the Trust. Any
resignation shall take effect at the date of the receipt of that notice or at
any later time specified in that notice; and unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
Trust under any contract to which the officer is a party.

SECTION 5. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or other cause shall be filled in the
manner prescribed in these By-Laws for regular appointment to that office. The
President may make temporary appointments to a vacant office pending action by
the Board of Trustees.

SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall if present
preside at meetings of the Board of Trustees and perform such other powers and
duties as may be from time to time assigned to him by the Board of Trustees or
prescribed by the By-Laws.

SECTION 7. PRESIDENT. The President shall be the chief executive officer of the
Trust and shall, subject to the control of the Board of Trustees, have general
supervision, direction and control of the business and the officers of the
Trust. He shall preside at all meetings of the shareholders and in the absence
of the Chairman of the Board or if there be none, at all meetings of the Board
of Trustees. He shall have the general powers and duties of management

<PAGE>

usually vested in the office of President of a corporation and shall have such
other powers and duties as may be prescribed by the Board of Trustees or these
By-Laws.

SECTION 8. VICE PRESIDENTS. In the absence or disability of the President, the
Vice Presidents, if any, shall perform all the duties of the President and when
so acting shall have all powers of and be subject to all the restrictions upon
the President. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board of Trustees or the President or the Chairman of the Board or by these
By-Laws.

SECTION 9. SECRETARY. The Secretary shall keep or cause to be kept at the
principal executive office of the Trust or such other place as the Board of
Trustees may direct a book of minutes of all meetings and actions of Trustees,
committees of Trustees and shareholders with the time and place of holding,
whether regular or special, and if special, how authorized, the notice given,
the names of those present at Trustees' meetings or committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings. The Secretary shall give or cause to be given notice of all
meetings of the shareholders and of the Board of Trustees required to be given
by these By-Laws or by applicable law and shall have such other powers and
perform such other duties as may be prescribed by the Board of Trustees or by
these By-Laws.

SECTION 10. TREASURER. The Treasurer shall be the chief financial officer and
chief accounting officer of the Trust and shall keep and maintain or cause to be
kept and maintained adequate and correct books and records of accounts of the
properties and business transactions of the Trust, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital, retained
earnings and shares. The books of account shall at all reasonable times be open
to inspection by any Trustee.

The Treasurer shall deposit all monies and other valuables in the name and to
the credit of the Trust with such depositaries as may be designated by the Board
of Trustees. He shall disburse the funds of the Trust as may be ordered by the
Board of Trustees, shall render to the President and Trustees, whenever they
request it, an account of all of his transactions as chief financial officer and
of the financial condition of the Trust and shall have other powers and perform
such other duties as may be prescribed by the Board of Trustees or these
By-Laws.

ARTICLE VI
INDEMNIFICATION OF TRUSTEES, OFFICERS,
--------------------------------------
EMPLOYEES AND OTHER AGENTS
--------------------------

SECTION 1. AGENTS, PROCEEDINGS AND EXPENSES. For the purpose of this Article,
"agent" means any person who is or was a Trustee, officer, employee or other
agent of this Trust or is or was serving at the request of this Trust as a
Trustee, director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise or was a
Trustee, director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor of another enterprise at the request of such
predecessor entity; "proceeding" means any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative;
and "expenses" includes without limitation attorney's fees and any expenses of
establishing a right to indemnification under this Article.

SECTION 2. ACTIONS OTHER THAN BY TRUST. This Trust shall indemnify any person
who was or is a party or is threatened to be made a party to any proceeding
(other than an action by or in the right of this Trust) by reason of the fact
that such person is or was an agent of this Trust, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding, if it is determined that person

<PAGE>

acted in good faith and reasonably believed: (a) in the case of conduct in his
official capacity as a Trustee of the Trust, that his conduct was in the Trust's
best interests and (b) in all other cases, that his conduct was at least not
opposed to the Trust's best interests and (c) in the case of a criminal
proceeding, that he had no reasonable cause to believe the conduct of that
person was unlawful. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not of itself create a presumption that the person did not act in good faith and
in a manner which the person reasonably believed to be in the best interests of
this Trust or that the person had reasonable cause to believe that the person's
conduct was unlawful.

SECTION 3. ACTIONS BY THE TRUST. This Trust shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action by or in the right of this Trust to procure a judgment in its
favor by reason of the fact that the person is or was an agent of this Trust,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that person believed to be in the best interests of this
Trust and with such care, including reasonable inquiry, as an ordinarily prudent
person in a like position would use under similar circumstances.

SECTION 4. EXCLUSION OF INDEMNIFICATION. Notwithstanding any provision to the
contrary contained herein, there shall be no right to indemnification for any
liability arising by reason of willful misfeasance, bad faith, gross negligence,
or the reckless disregard of the duties involved in the conduct of the agent's
office with this Trust.

No indemnification shall be made under Sections 2 or 3 of this Article:

(a) In respect of any claim, issue, or matter as to which that person shall
have been adjudged to be liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an
action taken in the person's official capacity; or

(b) In respect of any claim, issue or matter as to which that person shall have
been adjudged to be liable in the performance of that person's duty to this
Trust, unless and only to the extent that the court in which that action
was brought shall determine upon application that in view of all the
circumstances of the case, that person was not liable by reason of the
disabling conduct set forth in the preceding paragraph and is fairly and
reasonably entitled to indemnity for the expenses which the court shall
determine; or

(c) Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval, or of expenses incurred in
defending a threatened or pending action which is settled or otherwise
disposed of without court approval, unless the required approval set forth
in Section 6 of this Article is obtained.

SECTION 5. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
Trust has been successful on the merits in defense of any proceeding referred to
in Sections 2 or 3 of this Article or in defense of any claim, issue or matter
therein, before the court or other body before whom the proceeding was brought,
the agent shall be indemnified against expenses actually and reasonably incurred
by the agent in connection therewith, provided that the Board of Trustees,
including a majority who are disinterested, non-party Trustees, also determines
that based upon a review of the facts, the agent was not liable by reason of the
disabling conduct referred to in Section 4 of this Article.

SECTION 6. REQUIRED APPROVAL. Except as provided in Section 5 of this Article,
any indemnification under this Article shall be made by this Trust only if
authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of

<PAGE>

conduct set forth in Sections 2 or 3 of this Article and is not prohibited from
indemnification because of the disabling conduct set forth in Section 4 of this
Article, by:

(a) A majority vote of a quorum consisting of Trustees who are not parties to
the proceeding and are not interested persons of the Trust (as defined in
the Investment Company Act of 1940); or

(b) A written opinion by an independent legal counsel.

SECTION 7. ADVANCE OF EXPENSES. Expenses incurred in defending any proceeding
may be advanced by this Trust before the final disposition of the proceeding
provided (a) receipt of a written affirmation by the Trustee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this Article and a written undertaking by or on behalf of the agent, such
undertaking being an unlimited general obligation to repay the amount of the
advance if it is ultimately determined that he has not met those requirements,
and (b) a determination that the facts then known to those making the
determination would not preclude indemnification under this Article.
Determinations and authorizations of payments under this Section must be made in
the manner specified in Section 6 of this Article for determining that the
indemnification is permissible.

SECTION 8. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article shall
affect any right to indemnification to which persons other than Trustees and
officers of this Trust or any subsidiary hereof may be entitled by contract or
otherwise.

SECTION 9. LIMITATIONS. No indemnification or advance shall be made under this
Article, except as provided in Sections 5 or 6 in any circumstances where it
appears:

(a) That it would be inconsistent with a provision of the Agreement and
Declaration of Trust of the Trust, a resolution of the shareholders, or an
agreement in effect at the time of accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid which prohibits or otherwise limits indemnification; or

(b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.

SECTION 10. INSURANCE. Upon and in the event of a determination by the Board of
Trustees of this Trust to purchase such insurance, this Trust shall purchase and
maintain insurance on behalf of any agent of this Trust against any liability
asserted against or incurred by the agent in such capacity or arising out of the
agent's status as such, but only to the extent that this Trust would have the
power to indemnify the agent against that liability under the provisions of this
Article and the Agreement and Declaration of Trust of the Trust.

SECTION 11. FIDUCIARIES OF EMPLOYEE BENEFIT PLAN. This Article does not apply to
any proceeding against any Trustee, investment manager or other fiduciary of an
employee benefit plan in that person's capacity as such, even though that person
may also be an agent of this Trust as defined in Section 1 of this Article.
Nothing contained in this article shall limit any right to indemnification to
which such a Trustee, investment manager, or other fiduciary may be entitled by
contract or otherwise which shall be enforceable to the extent permitted by
applicable law other than this Article.

<PAGE>

ARTICLE VII
RECORDS AND REPORTS
-------------------

SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. This Trust shall keep
at its principal executive office or at the office of its transfer agent or
registrar, if either be appointed and as determined by resolution of the Board
of Trustees, a record of its shareholders, giving the names and addresses of all
shareholders and the number and series of shares held by each shareholder.

SECTION 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The Trust shall keep at its
principal executive office the original or a copy of these By-Laws as amended to
date, which shall be open to inspection by the shareholders at all reasonable
times during office hours.

SECTION 3. MAINTENANCE AND INSPECTION OF OTHER RECORDS. The accounting books and
records of the Trust shall be kept by, and at the officers of the Trust's
administrator and accounting services agent. Minutes of proceedings of the
shareholders and the Board of Trustees and any committee or committees of the
Board of Trustees shall be kept such place or places designated by the Board of
Trustees or in the absence of such designation, at the principal executive
office of the Trust. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate at any reasonable
time during usual business hours for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney and
shall include the right to copy and make extracts.

SECTION 4. INSPECTION BY TRUSTEES. Every Trustee shall have the absolute right
at any reasonable time to inspect all books, records, and documents of every
kind and the physical properties of the Trust. This inspection by a Trustee may
be made in person or by an agent or attorney and the right of inspection
includes the right to copy and make extracts of documents.

ARTICLE VIII
GENERAL MATTERS
---------------

SECTION 1. CHECKS, DRAFTS, EVIDENCE OF INDEBTEDNESS. All checks, drafts, or
other orders for payment of money, notes or other evidences of indebtedness
issued in the name of or payable to the Trust shall be signed or endorsed in
such manner and by such person or persons as shall be designated from time to
time in accordance with the resolution of the Board of Trustees.

SECTION 2. CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Trustees,
except as otherwise provided in these By-Laws, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the Trust and this authority may be general or
confined to specific instances; and unless so authorized or ratified by the
Board of Trustees or within the agency power of an officer, no officer, agent,
or employee shall have any power or authority to bind the Trust by any contract
or engagement or to pledge its credit or to render it liable for any purpose or
for any amount.

SECTION 3. CERTIFICATES FOR SHARES. All shares of the Trust shall be
uncertificated and shall be issued in accordance with such system of issuance,
recordation and transfer of its shares by electronic or other means as may be
from time to time used by its transfer agent or registrar..

<PAGE>

SECTION 4. REPRESENTATION OF SHARES OF OTHER ENTITIES HELD BY TRUST. The
Chairman of the Board, the President or any Vice President or any other person
authorized by resolution of the Board of Trustees or by any of the foregoing
designated officers, is authorized to vote or represent on behalf of the Trust
any and all shares of any corporation, partnership, trusts, or other entities,
foreign or domestic, standing in the name of the Trust. The authority granted
may be exercised in person or by a proxy duly executed by such designated
person.

SECTION 5. FISCAL YEAR. The fiscal year of the Trust and each Series of the
Trust shall be fixed as June 30 of each year, provided however, that the fiscal
year may be changed from time to time by resolution of the Trustees.

ARTICLE IX
AMENDMENTS
----------

SECTION 1. AMENDMENT BY TRUSTEES. Subject to the right of shareholders as
provided in Section 1 of this Article to adopt, amend or repeal By-Laws, and
except as otherwise provided by applicable law or by the Agreement and
Declaration of Trust of the Trust, these By-Laws may be adopted, amended, or
repealed by the Board of Trustees.

Exhibit 2 to PEA No. 12 (filed September 2, 1999)

PORTFOLIO MANAGEMENT AGREEMENT

AGREEMENT made this 8th day of March 1999, between Geewax, Terker & Co., a
Pennsylvania partnership ("Portfolio Manager") and THE HIRTLE CALLAGHAN TRUST, a
Delaware business trust ("Trust").

WHEREAS, the Trust is registered as an open-end, diversified, management series
investment company under the Investment Company Act of 1940, as amended
("Investment Company Act") which currently offers seven series of beneficial
interests ("shares") representing interests in separate investment portfolios,
and may offer additional portfolios in the future; and

WHEREAS, the Trust desires to retain the Portfolio Manager to provide a
continuous program of investment management for The Value Equity Portfolio of
the Trust ("Portfolio") and Portfolio Manager is willing, in accordance with the
terms and conditions hereof, to provide such services to the Trust;

NOW THEREFORE, in consideration of the promises and covenants set forth herein
and intending to be legally bound hereby, it is agreed between the parties as
follows:

1. Appointment of Portfolio Manager.
---------------------------------
(a) The Trust hereby retains Portfolio Manager to provide the investment
services set forth herein and Portfolio Manager agrees to accept such
appointment. In carrying out its responsibilities under this Agreement, the
Portfolio Manager shall at all times act in accordance with the investment
objectives, policies and restrictions applicable to the Portfolio as set forth
in the then current Registration Statement of the Trust, applicable provisions
of the Investment Company Act and the rules and regulations promulgated under
that Act and other applicable federal securities laws.

(b) The Trust further agrees that it will provide to Portfolio Manager a copy of
the agreement between the Trust=s custodian bank and the Trust and will take
such actions as may be necessary to assure that such custodian bank will accept
instruction from the Portfolio Manager with respect to that portion of the
assets of the Portfolio ("Account") that may, from time to time be allocated to
it by the Trust's Board of Trustees.

2. Duties of Portfolio Manager.
----------------------------
(a) Portfolio Manager shall provide a continuous program of investment
management for the Account. It is understood that the Account may consist of
all, a portion of or none of the assets of the Portfolio, and that the Board of
Trustees has the right to allocate and reallocate such assets to the Account at
any time, and from time to time, upon such notice to the Portfolio Manager as
may be reasonably necessary, in the view of the Trust, to ensure orderly
management of the Account or the Portfolio.

(b) Subject to the general supervision of the Trust's Board of Trustees,
Portfolio Manager shall have sole investment discretion with respect to the
Account, including investment research, selection of the securities to be
purchased and sold and the portion of the Account, if any, that shall be held
uninvested, and the selection of brokers and dealers through which securities
transactions in the Account shall be executed. Specifically, and without
limiting the generality of the foregoing, Portfolio Manager agrees that it will:

(i) promptly advise the Portfolio's designated custodian bank and
administrator or accounting agent of each purchase and sale, as the case may be,
made on behalf of the Account, specifying the name and quantity of the security
purchased or sold, the unit and aggregate purchase or sale price, commission
paid, the market on which the transaction was effected, the trade date, the
settlement date, the identity of the effecting broker or dealer and/or such
other information, and in such manner, as may from time to time be reasonably
requested by the Trust;

(ii) maintain all applicable books and records with respect to the
securities transactions of the Account. Specifically, Portfolio Manager agrees
to maintain with respect to the Account those records required to be maintained
under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment Company Act with
respect to transactions in the Account including, without limitation, records
which reflect securities purchased or sold in the Account, showing for each such
transaction, the name and quantity of securities, the unit and aggregate
purchase or sale price,

<PAGE>

commission paid, the market on which the transaction was effected, the trade
date, the settlement date, and the identity of the effecting broker or dealer.
Portfolio Manager will preserve such records in the manner and for the periods
prescribed by Rule 31a-2 under the Investment Company Act. Portfolio Manager
acknowledges and agrees that all records it maintains for the Trust are the
property of the Trust and Portfolio Manager will surrender promptly to the Trust
any such records upon the Trust's request;

(iii) provide, in a timely manner, such information as may be reasonably
requested by the Trust or its designated agents in connection with, among other
things, the daily computation of the Portfolio's net asset value and net income,
preparation of proxy statements or amendments to the Trust's registration
statement and monitoring investments made in the Account to ensure compliance
with the various limitations on investments applicable to the Portfolio and to
ensure that the Portfolio will continue to qualify for the special tax treatment
accorded to regulated investment companies under Subchapter M of the Internal
Revenue Code of 1986, as amended; and

(iv) render regular reports to the Trust concerning the performance of
Portfolio Manager of its responsibilities under this Agreement. In particular,
Portfolio Manager agrees that it will, at the reasonable request of the Board of
Trustees, attend meetings of the Board or its validly constituted committees and
will, in addition, make its officers and employees available to meet with the
officers and employees of the Trust at least quarterly and at other times upon
reasonable notice, to review the investments and investment program of the
Account.

3. Portfolio Transaction and Brokerage.
---------------------------------------
In placing orders for portfolio securities with brokers and dealers, Portfolio
Manager shall use its best efforts to execute securities transactions on behalf
of the Account in such a manner that the total cost or proceeds in each
transaction is the most favorable under the circumstances. Portfolio Manager
may, however, in its discretion, direct orders to brokers that provide to
Portfolio Manager research, analysis, advice and similar services, and Portfolio
Manager may cause the Account to pay to those brokers a higher commission than
may be charged by other brokers for similar transactions, provided that
Portfolio Manager determines in good faith that such commission is reasonable in
terms either of the particular transaction or of the overall responsibility of
the Portfolio Manager to the Account and any other accounts with respect to
which Portfolio Manager exercises investment discretion, and provided further
that the extent and continuation of any such practice is subject to review by
the Trust's Board of Trustees. Portfolio Manager shall not execute any portfolio
transactions for the Trust with a broker or dealer which is an "affiliated
person" of the Trust or Portfolio Manager, including any other investment
advisory organization that may, from time to time act as a portfolio manager for
the Portfolio or any of the Trust's other Portfolios, without prior written
approval of the Trust. The Trust shall provide a list of such affiliated brokers
and dealers to Portfolio Manager and will promptly advise Portfolio Manager of
any changes in such list.

4. Expenses and Compensation.
--------------------------
Portfolio Manager shall pay all of its expenses incurred in the performance of
its duties under this Agreement and shall not be required to pay any other
expenses of the Trust. For its services under this Agreement, Portfolio Manager
shall be entitled to receive a fee at the annual rate of .30% of the average
daily net asset value of the Account, which fee shall be payable monthly.

5. Limitation of Liability and Indemnification.
--------------------------------------------
(a) Portfolio Manager shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates including, without limitation, losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security or other investment by the Trust except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of Portfolio Manager in
the performance of its duties or from reckless disregard by it of its duties
under this Agreement.

(b) Notwithstanding the foregoing, Portfolio Manager expressly agrees that the
Trust may rely upon information provided, in writing, by Portfolio Manager to
the Trust (including, without limitation, information contained in Portfolio
Manager's then current Form ADV) in accordance with Section 9 of the Agreement
or otherwise, in preparing the Trust's registration statement and amendments
thereto and certain periodic reports relating to the Trust and its Portfolios
that are required to be furnished to shareholders of the Trust and/or filed with
the Securities and Exchange Commission ("SEC Filings"), provided that a copy of
any such filing is provided to Portfolio Manager (i) at least 10 business days
prior to the date on which it will become effective, in the case of a
registration statement;

<PAGE>

(ii) at least 10 business days prior to the date upon which it is filed with the
SEC in the case of the Trust=s semi-annual report on Form N-SAR or any
shareholder report or proxy statement.

(c) Portfolio Manager agrees to indemnify and hold harmless the Trust and each
of its Trustees, officers and employees from any claims, liabilities and
expenses, including reasonable attorneys' fees, (collectively, ALosses@) to the
extent that Losses are incurred as a result of statements contained in an SEC
Filing (ADisputed Statements@) that are misleading either because they are (i)
untrue statements of material fact; or (ii) omitted to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they are made, not misleading. For purposes of the
indemnification obligation set forth in this Section 5(c), a Disputed Statement
will be deemed misleading if so declared by a decision of a court or
administrative law judge or in an order of settlement issued by any court or
administrative body.

(d) Portfolio Manager further agrees to indemnify and hold harmless the Trust
and each of its Trustees, from any Losses to the extent that such Losses are
incurred as a result of Disputed Statements that are alleged (i) to be untrue
statements of material fact; or (ii) to have omitted to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they are made, provided that the indemnification
obligation set forth in this Section 5(d) is expressly limited to Losses arising
from Disputed Statements that accurately reflect information provided to the
Trust in writing by the Portfolio Manager and that cannot be independently
verified by the Trust. Further, the indemnification set forth in this Section
5(d) will not require reimbursement of fees or expenses other than those
incurred by the Trust's regular counsel in connection with such counsel's
representation of the Trust or its Trustees.

(e) The indemnification obligations set forth in Sections 5(c) and (d) shall not
apply unless (i) Disputed Statements accurately reflect information provided to
the Trust in writing by the Portfolio Manager; (ii) Disputed Statements were
included in an SEC Filing in reliance upon written information provided to the
Trust by the Portfolio Manager; (iii) the Portfolio Manager was afforded the
opportunity to review Disputed Statements in connection with the 10 business day
review requirement set forth in Section 5(b) above; and (iv) upon receipt by the
Trust of any notice of the commencement of any action or the assertion of any
claim to which the indemnification obligations set forth in Section 5(c) and (d)
may apply, the Trust notifies the Portfolio Manager, within 30 days and in
writing, of such receipt and provides to Portfolio Manager the opportunity to
participate in the defense and/or settlement of any such action or claim.
Further, Portfolio Manager will not be required to indemnify any person under
this Section 5 to the extent that Portfolio Manager relied upon statements or
information furnished to the Portfolio Manager, in writing, by any officer,
employee or Trustee of the Trust, or by the Trust's Custodian, Administrator or
Accounting Agent or any other agent of the Trust, in preparing written
information provided to the Trust and upon which the Trust relied in preparing
any Disputed Statement.

6. Permissible Interest.
---------------------
Subject to and in accordance with the Trust's Declaration of Trust and By-laws
and corresponding governing documents of Portfolio Manager, Trustees , officers,
agents and shareholders of the Trust may have an interest in the Portfolio
Manager as officers, directors, agents and/or shareholders or otherwise.
Portfolio Manager may have similar interests in the Trust. The effect of any
such interrelationships shall be governed by said governing documents and the
provisions of the Investment Company Act.

7. Duration, Termination and Amendments.
-------------------------------------
This Agreement shall become effective as of the date on which that certain
agreement between Hotchkis & Wiley and the Trust is terminated ("Effective
Date") and shall continue in effect thereafter, unless sooner terminated, for
two years provided that this Agreement is approved by the shareholders of the
Portfolio on or before the 120th day after such Effective Date. Thereafter, this
Agreement shall continue in effect, unless sooner terminated, from year to year
for so long as its continuance is specifically approved, at least annually, by
(i) a majority of the Board of Trustees or the vote of the holders of a majority
of the Portfolio's outstanding voting securities; and (ii) the affirmative vote,
cast in person at a meeting called for the purpose of voting on such
continuance, of a majority of those members of the Board of Trustees
("Independent Trustees ") who are not "interested persons" of the Trust or any
investment adviser to the Trust.

<PAGE>

This Agreement may be terminated by the Trust or by Portfolio Manager at any
time and without penalty upon sixty days written notice to the other party,
which notice may be waived by the party entitled to it. This Agreement may not
be amended except by an instrument in writing and signed by the party to be
bound thereby provided that if the Investment Company Act requires that such
amendment be approved by the vote of the Board, the Independent Trustees and/or
the holders of the Trust's or the Portfolio's outstanding shareholders, such
approval must be obtained before any such amendment may become effective. This
Agreement shall terminate automatically upon its assignment.

For purposes of this Agreement, the terms "majority of the outstanding voting
securities," "assignment, " "affiliated person" and "interested person" shall
have the meanings set forth in the Investment Company Act.

8. Confidentiality; Use of Name.
-----------------------------
Portfolio Manager and the Trust acknowledge and agree that during the term of
this Agreement the parties may have access to certain information that is
proprietary to the Trust or Portfolio Manager, respectively (or to their
affiliates and/or service providers). The parties agree that their respective
officers and employees shall treat all such proprietary information as
confidential and will not use or disclose information contained in, or derived
from such material for any purpose other than in connection with the carrying
out of their responsibilities under this Agreement and the management of the
Trust's assets, provided, however, that this shall not apply in the case of (i)
information that is publicly available; and (ii) disclosures required by law or
requested by any regulatory authority that may have jurisdiction over Portfolio
Manager or the Trust, as the case may be, in which case such party shall request
such confidential treatment of such information as may be reasonably available.
In addition, each party shall use its best efforts to ensure that its agents or
affiliates who may gain access to such proprietary information shall be made
aware of the proprietary nature and shall likewise treat such materials as
confidential.

It is acknowledged and agreed that the names "Hirtle Callaghan," "Hirtle
Callaghan Chief Investment Officers" (which is a registered trademark of Hirtle
Callaghan & Co., Inc. ("HCCI")), and derivative of either, as well as any logo
that is now or shall later become associated with either name ("Marks") are
valuable property of HCCI and that the use of the Marks, or any one of them, by
the Trust or its agents is subject to the license granted to the Trust by HCCI.
Portfolio Manager agrees that it will not use any Mark without the prior written
consent of the Trust. Portfolio Manager consents to use of its name, performance
data, biographical data and other pertinent data by the Trust for use in
marketing and sales literature, provided that any such marketing and sales
literature shall not be used by the Trust without the prior written consent of
Portfolio Manager, which consent shall not be unreasonably withheld. The
provisions of this Section 8 shall survive termination of this Agreement.

9. Representation, Warranties and Agreements of Portfolio Manager.
-----------------------------------------------------------------
Portfolio Manager represents and warrants that:

(a) It is registered as an investment adviser under the Investment Advisers Act
of 1940 ("Investment Advisers Act"), it will maintain such registration in full
force and effect and will promptly report to the Trust the commencement of any
formal proceeding that could render the Portfolio Manager ineligible to serve as
an investment adviser to a registered investment company under Section 9 of the
Investment Company Act.

(b) It understands that, as a result of its services hereunder, certain of its
employees and officers may be deemed "access persons" of the Trust within the
meaning of Rule 17j-1 under the Investment Company Act and that each such access
person is subject to the provisions of the code of ethics ("Trust's Code")
adopted by the Trust in compliance with such rule. Portfolio Manager further
represents that it is subject to a written code of ethics ("Portfolio Manager's
Code") complying with the requirements of Rule 204-2(a)(12) under the Investment
Advisers Act and will provide the Trust with a copy of such code of ethics.
During the period that this Agreement is in effect, an officer or director of
Portfolio Manager shall certify to the Trust, on a quarterly basis, that
Portfolio Manager has complied with the requirements of the Portfolio Manager's
Code during the prior year; and that either (i) that no violation of such code
occurred or (ii) if such a violation occurred, that appropriate action was taken
in response to such violation. In addition, Portfolio Manager acknowledges that
the Trust may, in response to regulations or recommendations issued by the
Securities and Exchange Commission or other regulatory agencies, from time to
time, request additional information regarding the personal securities trading
of its directors, partners, officers and

<PAGE>

employees and the policies of Portfolio Manager with regard to such trading.
Portfolio Manager agrees that it make every effort to respond to the Trust's
reasonable requests in this area.

(c) Upon request of the Trust, Portfolio Manager shall promptly supply the Trust
with any information concerning Portfolio Manager and its stockholders,
employees and affiliates that the Trust may reasonably require in connection
with the preparation of its registration statements, proxy materials, reports
and other documents required, under applicable state or Federal laws, to be
filed with state or Federal agencies or to be provided to shareholders of the
Trust.

(d) The Portfolio Manager shall promptly notify the Trust, in writing, of any
material change in the senior management or the identity of the Portfolio
Manager=s partners and of any change in the identity of those individuals within
the Portfolio Manager=s organization who are responsible for making investment
decisions on behalf of the Account. Portfolio Manager shall also promptly notify
the Trust of any material change in the nature of Portfolio Manager=s principal
business activities.

10. Status of Portfolio Manager.
----------------------------
The Trust and Portfolio Manager acknowledge and agree that the relationship
between Portfolio Manager and the Trust is that of an independent contractor and
under no circumstances shall any employee of Portfolio Manager be deemed an
employee of the Trust or any other organization that the Trust may, from time to
time, engage to provide services to the Trust, its Portfolios or its
shareholders. The parties also acknowledge and agree that nothing in this
Agreement shall be construed to restrict the right of Portfolio Manager or its
affiliates to perform investment management or other services to any person or
entity, including without limitation, other investment companies and persons who
may retain Portfolio Manager to provide investment management services and the
performance of such services shall not be deemed to violate or give rise to any
duty or obligations to the Trust.

11. Counterparts and Notice.
------------------------
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original. Any notice required to be given under this
Agreement shall be deemed given when received, in writing addressed and
delivered, by certified mail, by hand or via overnight delivery service as
follows:

If to the Trust:
Mr. Donald E. Callaghan, President
The Hirtle Callaghan Trust
575 East Swedesford Road
Wayne, PA 19087

If to Portfolio Manager:
John Geewax
Geewax Terker & Co.
99 Starr Street
Phoenixville, PA 19460

12. Miscellaneous.
--------------
The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and shall be governed by the law of the state of Delaware provided
that nothing herein shall be construed as inconsistent with the Investment
Company Act or the Investment Advisers Act.

Portfolio Manager is hereby expressly put on notice of the limitations of
shareholder and Trustee liability set forth in the Declaration of Trust of the
Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the assets of The Limited Duration
Municipal Bond Portfolio. Portfolio Manager further agrees that it will not seek
satisfaction of any such obligations from the shareholders or any individual
shareholder of the Trust, or from the Trustees of the Trust or any individual
Trustee of the Trust.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.
Geewax, Terker & Co.

The Hirtle Callaghan Trust
(on behalf of The Value Equity Portfolio)

Exhibit 3 to PEA #12 (filed September 2, 1999)

AMENDMENT

AMENDMENT effective as of ____________, to that certain Portfolio Management
Agreement dated September 18, 1997, ("Agreement"), which agreement first became
effective accordingly to its terms on October 1, 1999, between Goldman Sachs
Asset Management, a separate operating division of Goldman, Sachs & Co., a New
York limited partnership ("Portfolio Manager") and The Hirtle Callaghan Trust, a
Delaware business trust ("Trust").

WHEREAS, the Trust has retained the Portfolio Manager to provide to a continuous
program of investment management for a portion of the assets of The Growth
Equity Portfolio of the Trust ("Account") pursuant to the Agreement; the Trust
desires to compensate the Portfolio Manager for its services based, in part, on
the performance achieved by the Portfolio Manager for the Account;

NOW THEREFORE, in consideration of the promises and covenants set forth herein
and intending to be legally bound hereby, it is agreed between the parties to
amend the Agreement by deleting Schedule A in its entirety and replacing it with
the following new Schedule A:

SCHEDULE A: PERFORMANCE COMPENSATION FORMULA

Initial Period. Under the Performance Fee Amendment, GSAM's fee would be
adjusted to reflect the performance of the Account only after the Performance
Fee Amendment has been in effect for 12 months ("Initial Period") following the
date ("Effective Date") on which the Performance Fee Amendment becomes
effective.

For the first three quarters of the Initial Period, , GSAM shall receive a Base
Fee of .075% of the average net assets of the GSAM Account (or 7.5 basis
points). For the fourth quarter of the Initial Period, GSAM shall receive a fee
equal to .075% of the average net assets of the GSAM Account plus or minus a
Performance Component multiplied by the average net assets of the GSAM Account
for the Initial Period. The Performance Component shall be calculated by (a)
computing the difference between (i) the total return of the GSAM Account
without regard to expenses incurred in the operation of the GSAM Account ("Gross
Total Return") during the Initial Period, and (ii) the return of the Russell
1000 Growth Index ("Index Return") during the Initial Period plus 30 basis
points; and (b) multiplying the resulting factor by 25%.

Subsequent Quarterly Periods. For each quarter following the fourth quarter of
the Initial Period, GSAM would receive a quarterly fee of 7.5 basis points plus
or minus 1/4 of the Performance Component (calculated in the same manner as set
forth with respect to the Initial Period and set forth above) multiplied by the
average net assets of the GSAM Account for the immediately preceding 12 month
period,on a "rolling basis." This means that, at each quarterly fee calculation,
the Gross Total Return of the GSAM Account, the Index Return and the average net
assets of the GSAM Account for the most recent quarter will be substituted for
the corresponding values of the earliest quarter included in the prior fee
calculation.

Maximum Performance Adjusted Fee. Notwithstanding the formula set forth above,
the maximum fee to which GSAM shall be entitled with respect to any 12 month
period shall be .50% of the average net assets of the GSAM Account (or 50 basis
points). The maximum fee to which GSAM shall be entitled with respect to any
quarter (other than the fourth quarter of the Initial Period) shall be .125% of
the average net assets of the GSAM Account (or 12.5 basis points). Due to the
performance hurdle noted above, this maximum fee level would be attained only to
the extent that the GSAM Account outperforms the Russell 1000 Growth Index by a
factor of at least 110 basis points.

Minimum Contractual Fee. The minimum fee payable to GSAM with respect to any
annual period (including the Initial Period) shall be .10% of the average net
assets of the GSAM Account (or 10 basis points); the minimum fee payable with
respect to any single quarter shall be .025% of the average net assets of the
GSAM Accounts (or 2.5 basis points). Due to the performance hurdle noted above,
this minimum fee level would be reached only in the event that the GSAM Account
underperforms the Russell 1000 Growth Index by a factor of at least 50 basis
points.

Recoupment Feature. If the aggregate of the payments to GSAM made with respect
to the first four quarters following the Effective Date exceed the Performance
Adjusted Fee to which GSAM would be entitled with respect to the Initial Period,
advisory fees payable to GSAM with respect to each succeeding quarter will be
reduced until the

<PAGE>

difference between the aggregate quarterly fees received by GSAM with respect to
the Initial Period and such Performance Adjusted Fee is fully recouped by the
GSAM Account. In accord with the Minimum Contractual Fee provision noted above,
however, no quarterly payment to GSAM will be less than 2.5 basis points.

Expenses; Effectiveness. Portfolio Manager shall pay all expenses incurred by it
in the performance of its duties under the Agreement and shall not be required
to pay any other expenses of the Trust, including but not limited to brokerage
and transactions costs incurred by the Trust. In the event of termination of
this Agreement, all compensation due to the Portfolio Manager through the date
of termination will be calculated on a pro-rated basis through the date of
termination and paid within fifteen business days of the date of termination.
This Amendment shall become effective as of the first date written above.

GOLDMAN, SACHS & CO., ON BEHALF OF THE HIRTLE CALLAGHAN TRUST
GOLDMAN SACHS ASSET MANAGEMENT ON BEHALF OF THE GROWTH EQUITY PORTFOLIO

BY: ____________________DATE:_______ BY: ____________________DATE:_______

Exhibit 4 to PEA #12 (filed September 2, 1999)

PORTFOLIO MANAGEMENT AGREEMENT

AGREEMENT made this 23rd day of July 1999 between Artisan Partners Limited
Partnership ("Artisan") a limited partnership organized under the laws of
Delaware ("Portfolio Manager") and THE HIRTLE CALLAGHAN TRUST, a Delaware
business trust ("Trust").

WHEREAS, the Trust is registered as an open-end, diversified, management series
investment company under the Investment Company Act of 1940, as amended
("Investment Company Act") which currently offers five series of beneficial
interests ("shares") representing interests in separate investment portfolios,
and may offer additional portfolios in the future; and

WHEREAS, the Trust desires to retain the Portfolio Manager to provide a
continuous program of investment management for The International Equity
Portfolio of the Trust ("Portfolio") and Portfolio Manager is willing, in
accordance with the terms and conditions hereof, to provide such services to the
Trust;

NOW THEREFORE, in consideration of the promises and covenants set forth herein
and intending to be legally bound hereby, it is agreed between the parties as
follows:

1. Appointment of Portfolio Manager.
---------------------------------
The Trust hereby retains Portfolio Manager to provide the investment services
set forth herein and Portfolio Manager agrees to accept such appointment. In
carrying out its responsibilities under this Agreement, the Portfolio Manager
shall at all times act in accordance with the investment objectives, policies
and restrictions applicable to the Portfolio as set forth in the then current
Registration Statement of the Trust, applicable provisions of the Investment
Company Act and the rules and regulations promulgated under that Act and other
applicable federal securities laws.

2. Duties of Portfolio Manager.
----------------------------
(a) Portfolio Manager shall provide a continuous program of investment
management for that portion of the assets of the Portfolio ("Account") that may,
from time to time be allocated to it by the Trust's Board of Trustees, in
writing, by an authorized officer of the Trust. It is understood that the
Account may consist of all, a portion of or none of the assets of the Portfolio,
and that the Board of Trustees has the right to allocate and reallocate such
assets to the Account at any time, and from time to time, upon such notice to
the Portfolio Manager as may be reasonably necessary, in the view of the Trust,
to ensure orderly management of the Account or the Portfolio.

(i) promptly advise the Portfolio's designated custodian bank and
administrator or accounting agent of each purchase and sale, as the case
may be, made on behalf of the Account, specifying the name and quantity of
the security purchased or sold, the unit and aggregate purchase or sale
price, commission paid, the market on which the transaction was effected,
the trade date, the settlement date, the identity of the effecting broker
or dealer and/or such other information, and in such manner, as may from
time to time be reasonably requested by the Trust;

(ii) maintain all applicable books and records with respect to the
securities transactions of the Account. Specifically, Portfolio Manager
agrees to maintain with respect to the Account those records required to be
maintained under Rule 31a-1(b)(1), (b)(5) and (b)(6) under the Investment
Company Act with respect to transactions in the Account including, without
limitation, records which reflect securities purchased or sold in the
Account, showing for each such transaction, the name and quantity of

<PAGE>

securities, the unit and aggregate purchase or sale price, commission paid,
the market on which the transaction was effected, the trade date, the
settlement date, and the identity of the effecting broker or dealer.
Portfolio Manager will preserve such records in the manner and for the
periods prescribed by Rule 31a-2 under the Investment Company Act.
Portfolio Manager acknowledges and agrees that all records it maintains for
the Trust are the property of the Trust and Portfolio Manager will
surrender promptly to the Trust any such records upon the Trust's request.
The Trust agrees, however, that Portfolio Manager may retain copies of
those records that are required to be maintained by Portfolio Manager under
federal or state regulations to which it may be subject or are reasonably
necessary for purposes of conducting its business;

(iii) provide, in a timely manner, such information as may be reasonably
requested by the Trust or its designated agents in connection with, among
other things, the daily computation of the Portfolio's net asset value and
net income, preparation of proxy statements or amendments to the Trust's
registration statement and monitoring investments made in the Account to
ensure compliance with the various limitations on investments applicable to
the Portfolio and to ensure that the Portfolio will continue to qualify for
the special tax treatment accorded to regulated investment companies under
Subchapter M of the Internal Revenue Code of 1986, as amended; and

(iv) render regular reports to the Trust concerning the performance of
Portfolio Manager of its responsibilities under this Agreement. In
particular, Portfolio Manager agrees that it will, at the reasonable
request of the Board of Trustees, attend meetings of the Board or its
validly constituted committees and will, in addition, make its officers and
employees available to meet with the officers and employees of the Trust at
least quarterly and at other times upon reasonable notice, to review the
investments and investment program of the Account.

3. Portfolio Transaction and Brokerage.
------------------------------------
In placing orders for portfolio securities with brokers and dealers, Portfolio
Manager shall use its best efforts to execute securities transactions on behalf
of the Account in such a manner that the total cost or proceeds in each
transaction is the most favorable under the circumstances. Portfolio Manager
may, however, in its discretion, direct orders to brokers that provide to
Portfolio Manager research, analysis, advice and similar services, and Portfolio
Manager may cause the Account to pay to those brokers a higher commission than
may be charged by other brokers for similar transactions, provided that
Portfolio Manager determines in good faith that such commission is reasonable in
terms either of the particular transaction or of the overall responsibility of
the Portfolio Manager to the Account and any other accounts with respect to
which Portfolio Manager exercises investment discretion, and provided further
that the extent and continuation of any such practice is subject to review by
the Trust's Board of Trustees. Portfolio Manager shall not execute any portfolio
transactions for the Trust with a broker or dealer which is an "affiliated
person" of the Trust or Portfolio Manager, including any other investment
advisory organization that may, from time to time act as a portfolio manager for
the Portfolio or any of the Trust's other Portfolios, without prior written
approval of the Trust. The Trust shall provide a list of such affiliated brokers
and dealers to Portfolio Manager and will promptly advise Portfolio Manager of
any changes in such list.

4. Expenses and Compensation.
--------------------------
Portfolio Manager shall pay all of its expenses incurred in the performance of
its duties under this Agreement and shall not be required to pay any other
expenses of the Trust. For its services under this Agreement, Portfolio Manager
shall be entitled to receive a fee, payable monthly, and calculated at the
annual rate of .40% of the average net assets of the Account's average net
assets.

<PAGE>

part of Portfolio Manager in the performance of its duties or from reckless
disregard by it of its duties under this Agreement.

(c) Portfolio Manager agrees to indemnify and hold harmless the Trust and each
of its Trustees, officers and employees from any claims, liabilities and
expenses, including reasonable attorneys' fees, (collectively, "Losses") to the
extent that Losses are incurred as a result of statements contained in an SEC
Filing ("Disputed Statements") that are misleading either because they are (i)
untrue statements of material fact; or (ii) omitted to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they are made, not misleading. For purposes of the
indemnification obligation set forth in this Section 5(c), a Disputed Statement
will be deemed misleading if so declared by a decision of a court or
administrative law judge or in an order of settlement issued by any court or
administrative body.

(d) Portfolio Manager further agrees to indemnify and hold harmless the Trust
and each of its Trustees, from any Losses to the extent that such Losses are
incurred as a result of Disputed Statements that are alleged (i) to be untrue
statements of material fact; or (ii) to have omitted to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they are made, not misleading, provided that the
indemnification obligation set forth in this Section 5(d) is expressly limited
to Losses arising from Disputed Statements that accurately reflect information
provided to the Trust in writing by the Portfolio Manager and that cannot be
independently verified by the Trust. Further, the indemnification set forth in
this Section 5(d) will not require reimbursement of fees or expenses other than
those incurred by the Trust's regular counsel in connection with such counsel's
representation of the Trust or its Trustees.

6. Permissible Interest.
---------------------
Subject to and in accordance with the Trust's Declaration of Trust and Bylaws
and corresponding governing documents of Portfolio Manager, Trustees , officers,
agents and shareholders of the Trust may have an interest in the Portfolio
Manager as officers, directors, agents and/or shareholders or otherwise.
Portfolio Manager may have similar interests in the Trust. The effect of any
such interrelationships shall be governed by said governing documents and the
provisions of the Investment Company Act.

<PAGE>

7. Duration, Termination and Amendments.
-------------------------------------
This Agreement shall become effective as of the date first written above and
shall continue in effect for two years. Thereafter, this Agreement shall
continue in effect from year to year for so long as its continuance is
specifically approved, at least annually, by (i) a majority of the Board of
Trustees or the vote of the holders of a majority of the Portfolio's outstanding
voting securities; and (ii) the affirmative vote, cast in person at a meeting
called for the purpose of voting on such continuance, of a majority of those
members of the Board of Trustees ("Independent Trustees ") who are not
"interested persons" of the Trust or any investment adviser to the Trust.

For purposes of this Agreement, the terms "majority of the outstanding voting
securities, "assignment" and "interested person" shall have the meanings set
forth in the Investment Company Act.

8. Confidentiality; Use of Name.
-----------------------------
(a) Portfolio Manager acknowledges and agrees that during the course of its
responsibilities hereunder, it may have access to certain information that is
proprietary to the Trust or to one or more of the Trust's agents or service
providers. Portfolio Manager agrees that Portfolio Manager, its officers and its
employees shall treat all such proprietary information as confidential and will
not use or disclose information contained in, or derived from such material for
any purpose other than in connection with the carrying out of Portfolio
Manager's responsibilities hereunder. In addition, Portfolio Manager shall use
its best efforts to ensure that any agent or affiliate of Portfolio Manager who
may gain access to such proprietary materials shall be made aware of the
proprietary nature of such materials and shall likewise treat such materials as
confidential.

(b) The Trust acknowledges and agrees that during the course of this Agreement,
it or its agents may have access to certain information that is proprietary to
Portfolio Manager. The Trust agrees that it shall treat all such proprietary
information as confidential and will not use or disclose information contained
in, or derived from such material for any purpose other than in connection with
the carrying out of this Agreement. In addition, the Trust shall use its best
efforts to ensure that any agent or affiliate of the Trust who may gain access
to such proprietary materials shall be made aware of the proprietary nature of
such materials and shall likewise treat such materials as confidential.

(c) It is acknowledged and agreed that the names "Hirtle Callaghan," "Hirtle
Callaghan Chief Investment Officers" (which is a registered trademark of Hirtle,
Callaghan & Co., Inc. ("HCCI")), and derivatives of either, as well as any logo
that is now or shall later become associated with either name ("Marks") are
valuable property of HCCI and that the use of the Marks, or any one of them, by
the Trust or its agents is subject to the license granted to the Trust HCCI.
Portfolio Manager agrees that it will not use any Mark without the prior written
consent of the Trust. Portfolio Manager consents to use of its name, performance
data, biographical data and other pertinent data by the Trust for use in
marketing and sales literature, provided that any such marketing and sales
literature shall not be used by the Trust without the prior written consent of
Portfolio Manager, which consent shall not be unreasonably withheld. The
provisions of this Section 8 shall survive termination of this Agreement.

(d) It is acknowledged and agreed that the name "Artisan" and its derivatives,
as well as any logo that is now or shall later become associated with the name
of the Portfolio Manager ("Manager Marks") are valuable property of Portfolio
Manager and that the use of the Manager Marks, or any one of them, by the Trust
or its agents shall not be permitted without the prior written consent of the
Portfolio Manager. Portfolio Manager consents to use of its name, performance
data, biographical data and other pertinent data by the Trust for use in
marketing and sales literature, provided that any such marketing and sales
literature shall not be used by the Trust without the

<PAGE>

prior written consent of Portfolio Manager, which consent shall not be
unreasonably withheld. Portfoio Manager similarly acknowledges and agrees that
the Trust is permitted to refer to Portfolio Manager in its prospectus and other
documents required to be filed by the Trust with the SEC or state regulatory
agencies. The provisions of this Section 8 shall survive termination of this
Agreement.

9. Representation, Warranties and Agreements of Portfolio Manager.
---------------------------------------------------------------
Portfolio Manager represents and warrants that:

(b) It understands that, as a result of its services hereunder, certain of its
employees and officers may be deemed "access persons" of the Trust within the
meaning of Rule 17j-1 under the Investment Company Act and that each such access
person is subject to the provisions of the code of ethics ("Trust's Code")
adopted by the Trust in compliance with such rule. Portfolio Manager further
represents that it is subject to a written code of ethics ("Portfolio Manager's
Code") complying with the requirements of Rule 204-2(a)(12) under the Investment
Advisers Act and will provide the Trust with a copy of such code of ethics.
During the period that this Agreement is in effect, an officer or director of
Portfolio Manager shall certify to the Trust, at least quarterly, that Portfolio
Manager has complied with the requirements of the Portfolio Manager's Code
during the prior year; and that either (i) that no violation of such code has
occurred or (ii) if such a violation occurred, that appropriate action was taken
in response to such violation. Upon the written reasonable request of the Trust,
Portfolio Manager shall permit the Trust, or it designated agents, to examine
the reports required to be made by Portfolio Manager under rule 17j-1(c)(1)
under the Investment Company Act. In addition, Portfolio Manager acknowledges
that the Trust may, in response to regulations or recommendations issued by the
Securities and Exchange Commission or other regulatory agencies, from time to
time, request additional information regarding the personal securities trading
of its directors, partners, officers and employees and the policies of Portfolio
Manager with regard to such trading. Portfolio Manager agrees that it make every
effort to respond to the Trust's reasonable requests in this area.

If to the Trust:

<PAGE>

Mr. Donald E. Callaghan, President
The Hirtle Callaghan Trust
100 Four Falls Corporate Center, Suite 500,
West Conshohocken, PA ,19428-2970

If to Portfolio Manager:

Mr. Andrew A. Ziegler
Artisan Partners
1000 N. Water Street -- Suite 1770
Milwaukee, WI 53202

12. Miscellaneous.
--------------

The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise affect
their construction or effect. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and shall be governed by the law of the state of Delaware provided
that nothing herein shall be construed as inconsistent with the Investment
Company Act or the Investment Advisers Act.

Portfolio Manager is hereby expressly put on notice of the limitations of
shareholder and Trustee liability set forth in the Declaration of Trust of the
Trust and agrees that obligations assumed by the Trust pursuant to this
Agreement shall be limited in all cases to the assets of The International
Equity Portfolio. Portfolio Manager further agrees that it will not seek
satisfaction of any such obligations from the shareholders or any individual
shareholder of the Trust, or from the Trustees of the Trust or any individual
Trustee of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their officers thereunto duly authorized as of the day and year first written
above.

ATTEST: ARTISAN PARTNERS LIMITED PARTNERSHIP
BY: ARTISAN INVESTMENT CORPORATION, ITS GENERAL PARTNER

BY: _____________________________DATE:__________

ATTEST: THE HIRTLE CALLAGHAN TRUST
ON BEHALF OF THE INTERNATIONAL EQUITY PORTFOLIO

BY: _____________________________DATE:__________