Summit Mutual Funds Inc, et al. · 485BPOS · On 2/3/03

Filed On 2/3/03 5:28pm ET   ·   SEC Files 2-90309, 811-04000   ·   Accession Number 743773-3-2

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment No. 38 to the Fund's        341± 1,344K 
                          Registration Statement on Form N-1a                    
 2: EX-23       Independent Auditor's Consent                          1      6K 
 3: EX-99       Distribution and Shareholder Service Plan              2     14K 

485BPOS   ·   Post-Effective Amendment No. 38 to the Fund's Registration Statement on Form N-1a
Document Table of Contents

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                    Registration No. 2-90309
--------------------------------------------------------------                  

SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C.  20549               

FORM N-1A               

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   

Pre-Effective Amendment No.   ____                   ___                        
Post-Effective Amendment No.   38                     X                         
      ----                   ---
and                                                                             

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940                 

Amendment No.   39                                    X                         
----                                  ---         

SUMMIT MUTUAL FUNDS, INC.                   
(Exact Name of Registrant as Specified in Charter)                      

1876 Waycross Road, Cincinnati, Ohio 45240                      
(Address of Principal Executive Offices)                      

(513) 595-2600                      
(Registrant's Telephone Number)                       

John F. Labmeier, Esq.                      
The Union Central Life Insurance Company                        
P.O. Box 40888                        
Cincinnati, Ohio 45240                        
(Name and Address of Agent for Service)                         

It is proposed that this filing will become effective (check                    
appropriate box)                                                                
immediately upon filing pursuant to paragraph (b) of Rule 485             
X on February 1, 2003 pursuant to paragraph (b) of Rule 485                   
---                                                                             
60 days after filing pursuant to paragraph (a)(1) of Rule 485             
on (date) pursuant to paragraph (a)(1) of Rule 485                        
75 days after filing pursuant to paragraph (a)(2) of Rule 485             
on (date) pursuant to paragraph (a)(2) of Rule 485                        
If appropriate, check the following box:                                        
This post-effective amendment designates a new effective date             
for a previously filed post-effective amendment.                                

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This amendment No. 38 under the Securities Act of 1933, and                     
Amendment No. 39 under the Investment Company Act of 1940, to                   
the Registration Statement on Form N-1A of Summit Mutual Funds,                 
Inc. is filed solely to update the information in the Summit                    
Apex Funds' prospectus and statement of additional information                  
and does not otherwise delete, amend, or supersede any                          
prospectus, statement of additional information, exhibit,                       
undertaking, or other information contained in the Registration                 
Statement.                                                                      

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PART A                      

INFORMATION REQUIRED IN A PROSPECTUS                      

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Summit                       Prospectus                                         
Mutual                                                                          
Funds                                                                           

Summit Apex Series    

S&P 500 Index Fund    
   S&P MidCap 400 Index Fund
           Russell 2000 Small Cap Index Fund
Nasdaq-100 Index Fund 
       EAFE International Index Fund
  Total Social Impact Fund
Balanced Index Fund   
          Lehman Aggregate Bond Index Fund
Everest Fund          
Bond Fund             
    Short-term Government Fund
Money Market Fund     
High Yield Bond Fund  

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE.                       
NEITHER THE SEC NOR ANY STATE HAS DETERMINED WHETHER THIS                       
PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE                  
CONTRARY IS A CRIMINAL OFFENSE.                                                 

February 1, 2003             SUMMIT                                             
MUTUAL                
FUNDS                 

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February 1, 2003                                                                

SUMMIT MUTUAL FUNDS, INC.                     

TABLE OF CONTENTS                       

INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . .  2                  
FUND PROFILES                                                                   
S&P 500 INDEX FUND PROFILE. . . . . . . . . . . . . . . .  3                
S&P MIDCAP 400 INDEX FUND PROFILE . . . . . . . . . . . .  6                
RUSSELL 2000 SMALL CAP INDEX FUND PROFILE . . . . . . . .  8                
NASDAQ-100 INDEX FUND PROFILE . . . . . . . . . . . . . . 10                
EAFE INTERNATIONAL INDEX FUND PROFILE . . . . . . . . . . 13                
TOTAL SOCIAL IMPACT FUND PROFILE. . . . . . . . . . . . . 16                
BALANCED INDEX FUND PROFILE . . . . . . . . . . . . . . . 19                
LEHMAN AGGREGATE BOND INDEX FUND PROFILE. . . . . . . . . 23                
EVEREST FUND PROFILE. . . . . . . . . . . . . . . . . . . 26                
BOND FUND PROFILE . . . . . . . . . . . . . . . . . . . . 28                
SHORT-TERM GOVERNMENT FUND PROFILE. . . . . . . . . . . . 31                
MONEY MARKET FUND PROFILE . . . . . . . . . . . . . . . . 32                
HIGH YIELD BOND FUND PROFILE. . . . . . . . . . . . . . . 34                
FEES AND EXPENSES OF THE FUND . . . . . . . . . . . . . . . 37                  
OTHER INVESTMENT POLICIES, STRATEGIES AND RISKS . . . . . . 38                  
FOREIGN SECURITIES. . . . . . . . . . . . . . . . . . . . 38                
FOREIGN CURRENCY TRANSACTIONS . . . . . . . . . . . . . . 39                
HIGH YIELD BONDS. . . . . . . . . . . . . . . . . . . . . 40                
REPURCHASE AGREEMENTS . . . . . . . . . . . . . . . . . . 40                
REVERSE REPURCHASE AGREEMENTS . . . . . . . . . . . . . . 40                
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. . . . 40                
OPTIONS ON SECURITIES INDICES . . . . . . . . . . . . . . 42                
COLLATERALIZED MORTGAGE OBLIGATIONS . . . . . . . . . . . 42                
ASSET-BACKED AND MORTGAGE-BACKED SECURITIES . . . . . . . 42                
LENDING FUND SECURITIES . . . . . . . . . . . . . . . . . 43                
OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 44                
FUND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . 44                  
INVESTMENT ADVISER. . . . . . . . . . . . . . . . . . . . 44                
ADVISORY FEE. . . . . . . . . . . . . . . . . . . . . . . 45                
SUBADVISORS . . . . . . . . . . . . . . . . . . . . . . . 45                
EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . 46                
CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . 46                
SHAREHOLDER INFORMATION . . . . . . . . . . . . . . . . . . 46                  
DISTRIBUTION AND SHAREHOLDER SERVICE (12b-1) PLAN . . . . 46                
PRICING OF FUND SHARES. . . . . . . . . . . . . . . . . . 47                
PURCHASE OF SHARES. . . . . . . . . . . . . . . . . . . . 47                
REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . . . . 50                  
DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS . . . . . . . . . 53                  
FEDERAL TAXES . . . . . . . . . . . . . . . . . . . . . . . 54                  
STATE AND LOCAL TAXES . . . . . . . . . . . . . . . . . . . 55                  
S&P, FRANK RUSSELL, NASDAQ, EAFE AND                                            
TOTAL SOCIAL IMPACT DISCLAIMERS. . . . . . . . . . . . . . 55                 
FINANCIAL HIGHLIGHTS. . . . . . . . . . . . . . . . . . . . 58                  
APPENDIX A:  RATINGS. . . . . . . . . . . . . . . . . . . . 71                  
CORPORATE BOND RATINGS. . . . . . . . . . . . . . . . . . 72                
COMMERCIAL PAPER RATINGS. . . . . . . . . . . . . . . . . 73                

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INTRODUCTION              

This prospectus explains the objectives, risks and strategies of                
thirteen of the twenty-two Funds comprising Summit Mutual Funds,                
Inc. ("Summit Mutual Funds").  Each Fund Profile below                          
summarizes important facts about the Fund, including its                        
investment objective, strategy, risks and past investment                       
performance.  More detailed information about some of the Funds'                
investment policies and strategies is provided after the                        
Profiles, along with information about Fund expenses for each                   
Fund.                                                                           

The thirteen Funds included in this Prospectus are part of the                  
Summit Mutual Funds' SUMMIT APEX SERIES, whose shares are                       
offered to institutional and retail investors. These Funds are                  
also offered to The Union Central Life Insurance Company ("Union                
Central") and its exempt separate accounts.                                     

This prospectus offers two classes of shares:                                   
1)  Each Fund offers shares without a sales charge, and                         
2)  Three Funds (Everest Fund, Nasdaq-100 Index Fund and                        
Total Social Impact Fund) also offer shares (Class F                    
shares) that are subject to a Distribution and Share-                   
holder Service (12b-1) Plan.                                            

It is anticipated that Union Central will have voting control of                
Summit Mutual Funds.  With voting control, Union Central could                  
make fundamental and substantial changes (such as electing a new                
Board of Directors, changing the investment adviser or advisory                 
fee, changing a Fund's fundamental investment objectives and                    
policies, etc.) regardless of the views of other shareholders.                  

INDEX FUNDS                                                                     

The S&P 500 Index Fund seeks investment results that correspond                 
to the total return performance of U.S. common stocks, as                       
represented by the S&P 500 Index.                                               

The S&P MidCap 400 Index Fund seeks investment results that                     
correspond to the total return performance of U.S. common                       
stocks, as represented by the S&P MidCap 400 Index.                             

The Russell 2000 Small Cap Index Fund seeks investment results                  
that correspond to the investment performance of U.S. common                    
stocks, as represented by the Russell 2000 Index.                               

The Nasdaq-100 Index Fund seeks investment results that                         
correspond to the investment performance of U.S. common stocks,                 
as represented by the Nasdaq-100 Index.                                         

The EAFE International Index Fund seeks investment results that                 
correspond to the total return performance of common stocks as                  
represented by the Morgan Stanley Capital International ("MSCI")                
EAFE Index ("Index"). The EAFE Index emphasizes the stocks of                   
companies in major markets in Europe, Australasia, and the Far                  
East.                                                                           

The Total Social Impact Fund seeks investment results that                      
closely correspond to the total return performance of U.S.                      
common stocks, as represented by the S&P 500 Index.  To pursue                  
this objective, the Fund will invest in ALL stocks that are                     
included in the S&P 500 Index. The Fund also seeks to promote                   
better business practices by investing more in companies in the                 
Index that conduct their business commendably with respect to                   
their stakeholders.                                                             

The Balanced Index Fund seeks investment results, with respect                  
to 60% of its assets, that correspond to the total return                       
performance of U.S. common stocks, as represented by the S&P 500                
Index and, with respect to 40% of its assets, that correspond to                
the total return performance of investment grade bonds, as                      
represented by the Lehman Brothers Aggregate Bond Index.                        

The Lehman Aggregate Bond Index Fund seeks investment results                   
that correspond to the total return performance of the bond                     
market, as represented by the Lehman Brothers Aggregate Bond                    
Index ("Lehman Brothers Index").                                                

MANAGED FUNDS                                                                   

The Everest Fund seeks primarily long-term appreciation of                      
capital, without incurring unduly high risk, by investing                       
primarily in common stocks and other equity securities. Current                 
income is a secondary objective.                                                

The Bond Fund seeks as high a level of current income as is                     
consistent with reasonable investment risk, by investing                        
primarily in long-term, fixed-income, investment-grade corporate                
bonds.                                                                          

The Short-term Government Fund seeks to provide a high level of                 
current income and preservation of capital by investing 100% of                 
its total assets in bonds issued by the U.S. government and its                 
agencies.                                                                       

The Money Market Fund seeks to maintain stability of capital                    
and, consistent therewith, to maintain the liquidity of capital                 
and to provide current income.                                                  

The High Yield Bond Fund seeks high current income and capital                  
appreciation, secondarily.                                                      

FUND PROFILES             

S&P 500 INDEX FUND PROFILE                                                      

Investment Objective                                                            
The S&P 500 Index Fund seeks investment results that correspond                 
to the total return performance of U.S. common stocks, as                       
represented by the S&P 500 Index.                                               

Investment Strategies                                                           
The S&P 500 Index Fund seeks to substantially replicate the                     
total return of the securities comprising the S&P 500 Index,                    
taking into consideration redemptions, sales of additional                      
shares, and other adjustments described below.  Precise                         
replication of the capitalization weighting of the securities in                
the S&P 500 Index is not feasible.  The Index Fund will attempt                 
to achieve, in both rising and falling markets, a correlation of                
at least 95% between the total return of its net assets before                  
expenses and the total return of the S&P 500 INDEX.  A                          
correlation of 100% would represent perfect correlation between                 
the Fund and index performance.  The correlation of the Fund's                  
performance to that of the S&P 500 INDEX should increase as the                 
Fund grows.  There can be no assurance that the Fund will                       
achieve a 95% correlation.                                                      

The S&P 500 Index Fund may invest up to 5% of its assets in                     
Standard & Poor's Depositary Receipts(R) ("SPDRs(R)"). SPDRs(R)                 
are units of beneficial interest in a unit investment trust,                    
representing proportionate undivided interests in a portfolio of                
securities in substantially the same weighting as the common                    
stocks that comprise the S&P 500 Index .                                        

The Fund may invest up to 20% of its assets in S&P 500 Index                    
futures contracts and options in order to invest uncommitted                    
cash balances, to maintain liquidity to meet shareholder                        
redemptions, or minimize trading costs.  The Fund may also sell                 
covered calls on futures contracts or individual securities held                
in the Fund.                                                                    

Under normal circumstances, the Fund will invest at least 80% of                
its assets in investments with economic characteristics similar                 
to the stocks represented in the S&P 500 Index.  Although the                   
Adviser will attempt to invest as much of the S&P 500 Index                     
Fund's assets as is practical in stocks included among the S&P                  
500 Index and futures contracts and related options under normal                
market conditions, a portion of the Fund may be invested in                     
money market instruments pending investment or to meet                          
redemption requests or other needs for liquid assets.  In                       
addition, for temporary defensive purposes, the Fund may invest                 
in government securities, money market instruments, or other                    
fixed-income securities, or retain cash or cash equivalents.                    

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested. The Fund's                      
primary risks include:                                                          

o  Market risk:   The S&P 500 Index Fund's total return, like                   
stock prices generally, will fluctuate within a wide range                
in response to stock market trends, so a share of the Fund                
could drop in value over short or even long periods.  Stock               
markets tend to move in cycles, with periods of rising                    
prices and periods of falling prices.                                     

o  Investment style risk:  Stocks of large companies, such                      
as those listed among the S&P 500 Index occasionally go                   
through cycles of doing worse (or better) than the stock                  
markets in general or other types of investments.                         

o  Correlation risk:  Because the S&P Index Fund has expenses,                  
and the S&P 500 Index does not, the Fund may be unable to                 
replicate precisely the performance of the Index.  While                  
the Fund remains small, it may have a greater risk that                   
its performance will not match that of the Index.                         

o  Derivatives Risk:  The Fund may invest in stock futures                      
and options, and stock index futures and options. The Fund                
will not use these investments for speculative purposes or                
as leveraged investments that might exacerbate gains or                   
losses. The Fund will invest in derivatives solely to meet                
shareholder redemptions or to invest shareholder purchases                
while maintaining exposure to the market. The principal                   
risks to derivatives used in this context is that it might                
not be highly correlated with the security for which it is                
being used as a substitute.                                               

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the S&P 500 Index Fund. The bar chart shows                
how the Fund's annual performance has varied from year to year                  
since its inception.  The table shows how the Fund's average                    
annual returns for one year and since inception compare with                    
those of the S&P 500.  The Fund's past performance (before and                  
after taxes) is not necessarily indicative of future                            
performance.                                                                    

[GRAPHIC OMITTED]                                                               
S&P 500 Index Fund Total Returns                                            

2001      2002                            
7.00%-                                                                      

0.00%-    ------/----/----/----/                                            
/    /    /    /                            
-7.00%-          /    /    /    /                                             
/----/    /    /                            
-14.00%-         -12.32%    /    /                                              
/    /                  
-21.00%-                    /    /                                              
/----/                  
-28.00%-                   -22.49%                                              

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 8.28%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 10.5% (quarter ending 12/31/01) and the                  
lowest return for a quarter was -17.3% (quarter ending                          
09/30/02).                                                                      

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                      Life of the Fund  
                                            1 Year  (since April 3, 2000
                                            ------  --------------------
                                                                        
Return Before Taxes                         -22.5%      -16.8%          
Return After Taxes on Distributions(1)(2)   -22.9%      -17.1%          
Return After Taxes on Distributions                                     
and Sale of Fund Shares(1)(2)               -13.8%      -13.1%          
S&P 500 Index(3)                            -22.1%      -16.4%          

__________                                                                      
(1)  After-tax returns are calculated using the historical                      
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2)  Actual after-tax returns depend on an investor's tax                       
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

S&P MIDCAP 400 INDEX FUND PROFILE                                               

Investment Objective                                                            
The S&P MidCap 400 Index Fund seeks investment results that                     
correspond to the total return performance of U.S. common                       
stocks, as represented by the S&P MidCap 400 Index.                             

Investment Strategies                                                           
The S&P MidCap 400 Index Fund seeks to substantially replicate                  
the total return of the securities comprising the S&P MidCap 400                
Index, taking into consideration redemptions, sales of                          
additional shares, and other adjustments described below.                       
Precise replication of the capitalization weighting of the                      
securities in the S&P MidCap 400 Index is not feasible.  The S&P                
MidCap 400 Index Fund will attempt to achieve, in both rising                   
and falling markets, a correlation of at least 95% between the                  
total return of its net assets before expenses and the total                    
return of the S&P MidCap 400 Index.  A correlation of 100% would                
represent perfect correlation between the Fund and index                        
performance.  The correlation of the Fund's performance to that                 
of the S&P MidCap 400 Index should increase as the Fund grows.                  
There can be no assurance that the Fund will achieve a 95%                      
correlation.                                                                    

The S&P MidCap 400 Index Fund may invest up to 5% of its assets                 
in Standard & Poor's MidCap Depositary Receipts(R) ("MidCap                     
SPDRs(R)").  MidCap SPDRs(R) are units of beneficial interest in                
a unit investment trust, representing proportionate undivided                   
interests in a portfolio of securities in substantially the same                
weighting as the common stocks that comprise the S&P MidCap 400                 
Index.                                                                          

The Fund may invest up to 20% of its assets in S&P MidCap 400                   
Index futures contracts and options in order to invest                          
uncommitted cash balances, to maintain liquidity to meet                        
shareholder redemptions, or minimize trading costs.  The Fund                   
may also sell covered calls on futures contracts or individual                  
securities held in the Fund.  As a temporary investment                         
strategy, until the Fund reaches $50 million in net assets, the                 
Fund may invest up to 100% of its assets in such futures and/or                 
options contracts.                                                              

Under normal circumstances, the fund will invest at least 80% of                
its assets in investments with economic characteristics similar                 
to the stocks represented in the S&P MidCap 400 Index. Although                 
the Adviser will attempt to invest as much of the S&P MidCap 400                
Index Fund's assets as is practical in stocks included among the                
S&P MidCap 400 Index and futures contracts and options relating                 
thereto under normal market conditions, a portion of the Fund                   
may be invested in money market instruments pending investment                  
or to meet redemption requests or other needs for liquid assets.                
In addition, for temporary defensive purposes, the Fund may                     
invest in government securities, money market instruments, or                   
other fixed-income securities, or retain cash or cash                           
equivalents.                                                                    

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Market risk:  The S&P MidCap 400 Index Fund's total return,                  
like stock prices generally, will fluctuate within a wide                 
range in response to stock market trends, so a share of the               
Fund could drop in value over short or even long periods.                 
Stock markets tend to move in cycles, with periods of rising              
prices and periods of falling prices.                                     

o  Investment style risk:  Stocks of medium sized (mid-cap)                     
companies, such as those listed among the S&P MidCap 400                  
Index occasionally go through cycles of doing worse (or                   
better) than the stock markets in general or other types                  
of investments.                                                           

o  Correlation risk:  Because the S&P MidCap 400 Index Fund                     
has expenses, and the S&P MidCap 400 Index does not, the                  
Fund may be unable to replicate precisely the performance                 
of the Index.  While the Fund remains small, it may have a                
greater risk that its performance will not match that of                  
the Index.                                                                

o  Derivatives Risk:  The Fund may invest in stock futures                      
and options, and stock index futures and options. The Fund                
will not use these investments for speculative purposes or                
as leveraged investments that might exacerbate gains or                   
losses. The Fund will invest in derivatives solely to meet                
shareholder redemptions or to invest shareholder purchases                
while maintaining exposure to the market. The principal                   
risks to derivatives used in this context is that it might                
not be highly correlated with the security for which it is                
being used as a substitute.                                               

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the S&P MidCap 400 Index Fund. The bar                     
chart shows how the Fund's annual performance has varied from                   
year to year since its inception.  The table shows how the                      
Fund's average annual returns for one year and since inception                  
compare with those of the S&P MidCap 400 Index.  The Fund's past                
performance (before and after taxes) is not necessarily                         
indicative of future performance.                                               

[GRAPHIC OMITTED]                                                               

S&P MidCap 400 Index Fund Total Returns                                         

8.00%-                                                                      

4.00%-           2001      2002                                             

0.00%-    ------/-----/----------                                           
/-----/    /    /                           
-4.00%-                     /    /                                            
-1.70%     /    /                           
-8.00%-                     /    /                                            
/    /                
-12.00%-                     /    /                                             
/----/                
-16.00%-                    -15.13%                                             

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 5.69%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 17.8% (quarter ending 12/31/01) and the                  
lowest return for a quarter was -16.7% (quarter ending                          
09/30/02).                                                                      

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                        Life of the Fund     
                                            1 Year  (since December 28, 1999)
                                            ------  -------------------------
                                                                             
Return Before Taxes                         -15.1%           -5.3%           
Return After Taxes on Distributions(1)(2)   -15.4%           -5.7%           
Return After Taxes on Distributions                                          
and Sale of Fund Shares(1)(2)                -9.3%           -4.4%           
S&P MidCap 400 Index(3)                     -14.5%           -4.3%           

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

RUSSELL 2000 SMALL CAP INDEX FUND PROFILE                                       

Investment Objective                                                            
The Russell 2000 Small Cap Index Fund seeks investment results                  
that correspond to the investment performance of U.S. commons                   
stocks, as represented by the Russell 2000 Index.                               

Investment Strategies                                                           
The Russell 2000 Small Cap Index Fund seeks to substantially                    
replicate the total return of the securities comprising the                     
Russell 2000 Index, taking into consideration redemptions, sales                
of additional shares, and other adjustments described below.                    
Precise replication of the capitalization weighting of the                      
securities in the Russell 2000 Index is not feasible.  The                      
Russell 2000 Small Cap Index Fund will attempt to achieve, in                   
both rising and falling markets, a correlation of at least 95%                  
between the total return of its net assets before expenses and                  
the total return of the Russell 2000 Index.  A correlation of                   
100% would represent perfect correlation between the Fund and                   
index performance.  The correlation of the Fund's performance to                
that of the Russell 2000 Index should increase as the Fund                      
grows. There can be no assurance that the Fund will achieve a                   
95% correlation.                                                                

Under normal circumstances, the fund will invest at least 80% of                
its assets in investments with economic characteristics similar                 
to the stocks represented in the Russell 2000 Index. Although                   
the Adviser will attempt to invest as much of the Russell 2000                  
Small Cap Index Fund's assets as is practical in stocks included                
among the Russell 2000 Index and futures contracts and options                  
relating thereto under normal market conditions, a portion of                   
the Fund may be invested in money market instruments pending                    
investment or to meet redemption requests or other needs for                    
liquid assets.  The Fund may also temporarily invest in S&P 500                 
Index futures and/or S&P MidCap 400 futures if, in the opinion                  
of the Adviser, it is not practical to invest in Russell 2000                   
Index futures at a particular time due to liquidity or price                    
considerations.  In addition, for temporary defensive purposes,                 
the Fund may invest in government securities, money market                      
instruments, or other fixed-income securities, or retain cash or                
cash equivalents.                                                               

The Fund may invest up to 20% of its assets in Russell 2000                     
Index futures contracts or options (or S&P MidCap 400 or S&P 500                
Index futures contracts and options if, in the opinion of the                   
Adviser, it is not practical to invest in Russell 2000  Index                   
futures at a particular time due to liquidity or price                          
considerations) in order to invest uncommitted cash balances, to                
maintain liquidity to meet shareholder redemptions, or minimize                 
trading costs.  The Fund may also sell covered calls on futures                 
contracts or individual securities held in the Fund.  As a                      
temporary investment strategy, until the Fund reaches $50                       
million in net assets, the Fund may invest up to 100% of its                    
assets in such futures and/or options contracts.                                

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Market risk:  The Russell 2000 Small Cap Index Fund's total                  
return, like stock prices generally, will fluctuate within                
a wide range in response to stock market trends, so a share               
of the Fund could drop in value over short or even long                   
periods.  Stock markets tend to move in cycles, with periods              
of rising prices and periods of falling prices.                           

o  Investment style risk:  Stocks of small sized (small-cap)                    
companies, such as those listed among the Russell 2000                    
Index occasionally go through cycles of doing worse (or                   
better) than the stock markets in general or other types                  
of investments.                                                           

o  Correlation risk:  Because the Russell 2000 Small Cap Index                  
Fund has expenses, and the Russell 2000 Index does not, the               
Fund may be unable to replicate precisely the performance of              
the Index.  While the Fund remains small, it may have a                   
greater risk that its performance will not match that of the              
Index.                                                                    

o  Derivatives Risk:  The Fund may invest in stock futures                      
and options, and stock index futures and options. The Fund                
will not use these investments for speculative purposes or                
as leveraged investments that might exacerbate gains or                   
losses. The Fund will invest in derivatives solely to meet                
shareholder redemptions or to invest shareholder purchases                
while maintaining exposure to the market. The principal                   
risks to derivatives used in this context is that it might                
not be highly correlated with the security for which it is                
being used as a substitute.                                               

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Russell 2000 Small Cap Index Fund. The                 
bar chart shows how the Fund's annual performance has varied                    
from year to year since its inception.  The table shows how the                 
Fund's average annual returns for one year and since inception                  
compare with those of the Russell 2000 Index.  The Fund's past                  
performance (before and after taxes) is not necessarily                         
indicative of future performance.                                               

[GRAPHIC OMITTED]                                                               

Russell 2000 Small Cap Index Fund Total Returns                                 

12.00%-                                                                       

6.00%-                      1.79%                                           
/----/                
0.00%-   ------/----/-----------------/----/                                
/----/                 /    /                 
-6.00%-         -2.63%                 /    /                                 
      /    /
-12.00%-                                /    /                                  
      /    /
-18.00%-                                /    /                                  
      /----/
-24.00%-                                -20.88%                                 

2000        2001       2002                 

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 5.97%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 20.7% (quarter ending 12/31/01) and the                  
lowest return for a quarter was -21.6% (quarter ending                          
09/30/02).                                                                      

Average Annual Total Return for Periods Ended December 31, 2002                 

                                                                [Download Table]

                                                        Life of the Fund     
                                            1 Year  (since December 29, 1999)
                                            ------  -------------------------
                                                                             
Return Before Taxes                         -20.9%           -6.8%           
Return After Taxes on Distributions(1)(2)   -21.1%           -7.1%           
Return After Taxes on Distributions                                          
and Sale of Fund Shares(1)(2)               -12.8%           -5.5%           
Russell 2000 Index(3)                       -20.5%           -6.5%           

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

NASDAQ-100 INDEX FUND PROFILE                                                   

Investment Objective                                                            
The Nasdaq-100 Index Fund seeks investment results that                         
correspond to the investment performance of U.S. common stocks,                 
as represented by the Nasdaq-100 Index.                                         

Investment Strategies                                                           
The Nasdaq-100 Index Fund seeks to substantially replicate the                  
total return of the securities comprising the Nasdaq-100 Index,                 
taking into consideration redemptions, sales of additional                      
shares, and other adjustments described below.  Precise                         
replication of the capitalization weighting of the securities in                
the Nasdaq-100 Index is not feasible.  The Nasdaq-100 Index Fund                
will attempt to achieve, in both rising and falling markets, a                  
correlation of at least 95% between the total return of its net                 
assets before expenses and the total return of the Nasdaq-100                   
Index.  A correlation of 100% would represent perfect                           
correlation between the Fund and index performance. The                         
correlation of the Fund's performance to that of the Nasdaq-100                 
Index should increase as the Fund grows.  There can be no                       
assurance that the Fund will achieve a 95% correlation.                         

The Nasdaq-100 Index Fund may invest up to 5% of its assets in                  
Nasdaq-100 Shares(R).  Nasdaq-100 Shares(R) are units of                        
beneficial interest in a unit investment trust, representing                    
proportionate undivided interests in a portfolio of securities                  
in substantially the same weighting as the common stocks that                   
comprise the Nasdaq-100 Index.                                                  

The Fund may invest up to 20% of its assets in Nasdaq-100 Index                 
futures contracts and options in order to invest uncommitted                    
cash balances, to maintain liquidity to meet shareholder                        
redemptions, or minimize trading costs.  The Fund may also sell                 
covered calls on futures contracts or individual securities held                
in the Fund.  As a temporary investment strategy, until the Fund                
reaches $50 million in net assets, the Fund may invest up to                    
100% of its assets in such futures and/or options contracts.                    

Under normal circumstances, the fund will invest at least 80% of                
its assets in investments with economic characteristics similar                 
to the stocks represented in the Nasdaq-100 Index. Although the                 
Adviser will attempt to invest as much of the Nasdaq-100 Index                  
Fund's assets as is practical in stocks included among the                      
Nasdaq-100 Index and futures contracts and options relating                     
thereto under normal market conditions, a portion of the Fund                   
may be invested in money market instruments pending investment                  
or to meet redemption requests or other needs for liquid assets.                
In addition, for temporary defensive purposes, the Fund may                     
invest in government securities, money market instruments, or                   
other fixed-income securities, or retain cash or cash                           
equivalents.                                                                    

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Market risk:  The Nasdaq-100 Index Fund's total return,                      
like stock prices generally, will fluctuate within a wide                 
range in response to stock market trends, so a share of                   
the Fund could drop in value over short or even long                      
periods.  Stock markets tend to move in cycles, with                      
periods of rising prices and periods of falling prices.                   

o  Investment style risk:  Stocks of companies or industries                    
that are heavily weighted in the Nasdaq-100 Index, such                   
as technology, telecommunications, internet and biotechnology             
companies, occasionally go through cycles of doing worse                  
(or better) than the stock markets in general, as measured                
by other more broad-based stock indexes, or other types of                
investments.                                                              

o  Concentration risk:  The Nasdaq-100 Index Fund is subject                    
to the risk of an investment portfolio that may be highly                 
concentrated in a particular industry or related industries               
(e.g., Technology)    and, due to concentration in sectors                
characterized by relatively higher volatility in price                    
performance, may be more volatile when compared to other                  
broad-based stock indexes.  The Nasdaq-100 Index Fund is                  
also subject to the risks specific to the performance of                  
a few individual component securities that currently                      
represent a highly concentrated weighting in the Index                    
(e.g. Microsoft  Corporation, Intel Corporation, Cisco                    
Systems Inc., etc.).                                                      

o  Correlation risk:  Because the Nasdaq-100 Index Fund has                     
expenses, and the Nasdaq-100 Index does not, the Fund may                 
be unable to replicate precisely the performance of the                   
Index.  While the Fund remains small, it may have a greater               
risk that its performance will not match that of the Index.               

o  Nondiversification risk: Under securities laws, the Fund is                  
considered a "nondiversified investment company."  The Fund               
is, however, subject to diversification limits under federal              
tax law that permit it to invest more than 5%, but not more               
than 25%, of its assets in a single issuer with respect to up             
to 50% of its total assets as of the end of each of the                   
Fund's tax quarters. Consequently, the Fund could become                  
somewhat riskier because it would have the ability to hold                
a larger position in a fewer number of securities than if                 
it were a diversified investment company.  At any point in                
time, if following the investment strategy outlined above                 
would put the Fund in jeopardy of failing the tax rules on                
diversification, the Fund intends to immediately alter its                
investment strategy to comply with the tax rules.  Such                   
alteration could include reducing investment exposure, pro-               
rata, to those investments causing the Fund to be in                      
jeopardy of violating the tax rules.                                      

o  Derivatives Risk:  The Fund may invest in stock futures                      
and options, and stock index futures and options. The Fund                
will not use these investments for speculative purposes or                
as leveraged investments that might exacerbate gains or                   
losses. The Fund will invest in derivatives solely to meet                
shareholder redemptions or to invest shareholder purchases                
while maintaining exposure to the market. The principal                   
risks to derivatives used in this context is that it might                
not be highly correlated with the security for which it is                
being used as a substitute.                                               

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Nasdaq-100 Index Fund. The bar chart                   
shows how the Fund's annual performance has varied from year to                 
year since its inception. The table shows how the Fund's average                
annual returns for one year and since inception compare with                    
those of the Nasdaq-100 Index.  The Fund's past performance                     
(before and after taxes) is not necessarily indicative of future                
performance.                                                                    

[GRAPHIC OMITTED]                                                               

Nasdaq-100 Index Fund Total Returns                                             

2000        2001        2002              
10.00%-                                                                       

0.00%-    ------/-----/-----/-----/-----/-----/                             
/     /     /     /     /     /             
-10.00%-          /     /     /     /     /     /                               
/     /     /     /     /     /             
-20.00%-          /     /     /     /     /     /                               
/     /     /     /     /     /             
-30.00%-          /     /     /     /     /     /                               
/     /     /-----/     /     /             
/-----/                 /-----/             
-40.00%-                                                                        
-36.84%     -34.06%     -38.08%             

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 17.98%.                                                   

During the period shown in the bar chart, the highest return for                
a calendar quarter was 34.4% (quarter ending 12/31/01) and the                  
lowest return for a quarter was -36.4% (quarter ending                          
09/30/01).                                                                      

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                        Life of the Fund     
                                            1 Year  (since December 29, 1999)
                                            ------  ------------------------ 
                                                                             
Return Before Taxes                         -38.1%          -35.6%           
Return After Taxes on Distributions(1)(2)   -38.1%          -35.7%           
Return After Taxes on Distributions                                          
and Sale of Fund Shares(1)(2)               -23.4%          -25.5%           
Nasdaq 100 Index(3)                         -37.5%          -34.9%           

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

Since shares of the Nasdaq-100 Index Fund Class F were first                    
available on July 1, 2002, comparable results for this class of                 
shares are shown.                                                               

EAFE INTERNATIONAL INDEX FUND PROFILE                                           

Investment Objective                                                            
The EAFE International Index Fund seeks investment results that                 
correspond to the total return performance of common stocks as                  
represented by the Morgan Stanley Capital International ("MSCI")                
EAFE Index ("Index"). The EAFE Index emphasizes the stocks of                   
companies in major markets in Europe, Australasia, and the Far                  
East.                                                                           

Investment Strategies                                                           
The Fund will invest primarily in common stocks of the companies                
that compose the EAFE Index. The EAFE Index is capitalization-                  
weighted, meaning that a company whose securities have a high                   
market capitalization will contribute more to the Index's value                 
than a company whose securities have a low market                               
capitalization.                                                                 

The Fund will typically not hold all of the companies in the                    
EAFE Index. The Fund will typically choose to hold the stocks                   
that make up the largest portion of the Index's value in                        
approximately the same proportion as the Index. When choosing                   
the smaller stocks, the Fund will attempt to select a sampling                  
of stocks that will match the industry and risk characteristics                 
of all of the smaller companies in the EAFE Index without buying                
all of those stocks. This attempts to maximize liquidity while                  
minimizing costs.                                                               

At such time as the Adviser believes the Fund has achieved                      
sufficient size, the Adviser may attempt to fully replicate the                 
Index. Full replication would be achieved when the Fund holds                   
all of the securities in the Index in the exact weightings as                   
the Index. Under normal circumstances, the fund will invest at                  
least 80% of its assets in investments with economic                            
characteristics similar to the stocks represented in the EAFE                   
Index. Although the Adviser will attempt to invest as much of                   
the Fund's assets as is practical in stocks included among the                  
EAFE Index and futures contracts and options relating thereto                   
under normal market conditions, a portion of the Fund may be                    
invested in money market instruments pending investment or to                   
meet redemption requests or other needs for liquid assets.  In                  
addition, for temporary defensive purposes, the Fund may invest                 
in government securities, money market instruments, or other                    
fixed-income securities, or retain cash or cash equivalents.                    

The Fund may invest up to 20% of its assets in futures contracts                
and options that provide exposure to the stocks in the Index.                   
The Fund may also sell covered calls on futures contracts or                    
individual securities held in the Fund.  As a temporary                         
investment strategy, until the Fund reaches $50 million in net                  
assets, the Fund may invest up to 100% of its assets in such                    
futures and/or options contracts.                                               

The Adviser may choose to invest in a foreign security                          
indirectly by purchasing American Depository Receipts ("ADRs").                 
ADRs are U.S. dollar-denominated receipts representing shares of                
foreign corporations. ADRs are issued by U.S. banks or trust                    
companies and entitle the holder to all dividends and capital                   
gains on the underlying shares. ADRs offer the exposure to the                  
foreign security while reducing transaction, custody, and other                 
expenses.                                                                       

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Market Risk:  Deteriorating market conditions might cause                    
an overall decline in the prices of stocks in the market,                 
including those held by the Fund.                                         

o  Tracking Error Risk:  The Fund may not track the performance                 
of the Index for various reasons, including, but not limited              
to the following:                                                         
- The Fund incurs administrative expenses and trading costs.            
The EAFE Index does not.                                        
- The Fund may not hold all of the stocks in the Index or               
may weight them differently than the Index.                     
- The composition of the Index and Fund may diverge.                    
- The timing and magnitude of cash inflows and outflows                 
from investor's purchases and redemptions may create            
balances of uninvested cash.                                    

o  Foreign Stock Market Risk:  Foreign stock markets may exhibit                
periods of higher volatility than those in the United States.             
Trading stocks on many foreign exchanges can be more                      
difficult, and costly, than trading stocks in the United                  
States. Taxes can also be imposed by foreign governments.                 

o  Political Risk:  Foreign governments have occasionally                       
limited the outflows of capital or profits to investors                   
abroad.                                                                   

o  Information Risk:  Financial reporting and accounting                        
standards for companies in many foreign markets differ from               
those of the United States and may present an incomplete,                 
or inaccurate picture of a foreign company.                               

o  Liquidity Risk:  On the whole, foreign exchanges are smaller                 
and less liquid than the U.S. markets. Stocks that trade                  
infrequently, or in lower volumes, can be more difficult or               
costly to buy or sell. Relatively small transactions can                  
have a disproportionately large effect on the price of                    
stocks. In some situations, it may be impossible to sell a                
stock in an orderly fashion.                                              

o  Regulatory Risk:  There is typically less government                         
regulation of foreign markets, companies, and securities.                 

o  Currency Risk:  The Fund invests in foreign securities                       
denominated in foreign currencies. Thus, changes in foreign               
exchange rates will affect the value of foreign securities                
denominated in U.S. dollars.                                              

o  Derivatives Risk:  The Fund may invest in stock futures and                  
options, and stock index futures and options. The Fund will               
not use these investments for speculative purposes or as                  
leveraged investments that might exacerbate gains or losses.              
The Fund will invest in derivatives solely to meet share-                 
holder redemptions or to invest shareholder purchases while               
maintaining exposure to the market. The principal risks to                
derivatives used in this context is that it might not be                  
highly correlated with the security for which it is being                 
used as a substitute.                                                     

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the EAFE International Index Fund. The bar                 
chart shows how the Fund's annual performance has varied from                   
year to year since its inception.  The table shows how the                      
Fund's average annual returns for one year and since inception                  
compare with those of the EAFE Index.  The Fund's past                          
performance (before and after taxes) is not necessarily                         
indicative of future performance.                                               

[GRAPHIC OMITTED]                                                               

EAFE International Index Fund Total Returns                                     

2001        2002                          
12.00%-                                                                       

0.00%     ------/-----/-----/-----/-----                                    
/     /     /     /                         
/     /     /                               
-12.00%           /     /     /     /                                           
/     /     /-----/                         
/-----/     -17.30%                         
-24.00%-          -21.53%                                                       

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 6.28%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 7.1% (quarter ending 12/31/01) and the                   
lowest return for a quarter was -20.6% (quarter ending                          
09/30/02).                                                                      

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                        Life of the Fund    
                                           1 Year  (since December 29, 2000)
                                           ------  ------------------------ 
                                                                            
Return Before Taxes                         -17.3%      -19.0%              
Return After Taxes on Distributions(1)(2)   -17.6%      -19.2%              
Return After Taxes on Distributions                                         
and Sale of Fund Shares(1)(2)               -10.6%      -15.0%              
EAFE International Index(3)                 -15.9%      -18.3%              

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

TOTAL SOCIAL IMPACT FUND PROFILE                                                

Investment Objective                                                            
The Total Social Impact Fund seeks investment results that                      
closely correspond to the total return performance of U.S.                      
common stocks, as represented by the S&P 500 Index.  To pursue                  
this objective, the Fund will invest in ALL stocks that are                     
included in the S&P 500 Index.                                                  

The Fund also seeks to promote better business practices by                     
investing more in companies in the Index that conduct their                     
business commendably with respect to their stakeholders.                        

Businesses have a role to play in improving the lives                 
of all their customers, employees, and shareholders                   
("stakeholders") by sharing with them the wealth they                 
have created.  Suppliers and competitors as well should               
expect businesses to honor their obligations in a spirit              
of honesty and fairness.  As responsible citizens of the              
legal, national, regional and global communities in which             
they operate, businesses share a part in shaping the                  
future of their communities.                                          

Attributed to the Caux Institute for Global Responsibility                      

For example:                                                                    

CUSTOMERS deserve high quality products, fair advertising,                      
remedies and respect.                                                           

EMPLOYEES deserve to be treated with dignity, to be paid a                      
living wage on a non-discriminatory basis, to work in a safe                    
environment and to associate freely.                                            

OWNER/INVESTORS deserve a fair and competitive return,                          
transparency in company operations, and a voice in corporate                    
governance.                                                                     

SUPPLIERS deserve mutual respect and long-term stability in                     
return for value, quality, competitiveness, reliability and                     
employment practices that respect human dignity.                                

COMPETITORS deserve fair and respectful competition.                            

COMMUNITIES deserve the support of public policies that promote                 
human development and raise the standards of health, education,                 
workplace safety and economic well-being.                                       

The ENVIRONMENT deserves protection and improvement through                     
sustainable business practices.                                                 

Source:  The Caux Institute For Global Responsibility Principles                
For Business.  The Caux Principles For Business               
(published in 1994) are the first published worldwide         
standard for ethical and responsible business practices       
developed by global business leaders.  They are               
published in sixteen languages.                               

The use of the Caux principles for business does not in any way                 
constitute an endorsement by Caux of the financial prospects of                 
the Fund or its investment strategy.                                            

Investment Strategies                                                           
To pursue its goals, the Fund will invest in all the stocks that                
are included in the S&P 500 Index. However, the percentage                      
invested in each stock will vary from the S&P 500 Index                         
weighting to reflect the company's Total Social Impact (TSI)                    
rating.  The TSI rating reflects the company's scoring on a                     
series of benchmarks corresponding to each of its stakeholders.                 
TSI is a concept developed and trademarked by The Total Social                  
Impact Foundation, Inc.  The actual TSI ratings are the product                 
of collaborative research and analytical efforts conducted by                   
The Total Social Impact Foundation, Inc. in conjunction with a                  
group of academic institutions.  Summit Investment Partners                     
receives and uses the TSI ratings from The Total Social Impact                  
Foundation, Inc. under an exclusive licensing agreement.  TSI                   
ratings range from 1 to 20.  Companies with high TSI ratings are                
overweighted in the Fund at the expense of companies with low                   
TSI ratings, thus encouraging better business practices.                        

The Fund will give stocks with a TSI rating of 10 approximately                 
the weight that a traditional S&P 500 Index fund would give                     
them; stocks with a TSI rating of 20, about twice that weight                   
and ones with a TSI rating of 1 about 1/10 of that weight.                      
Summit Investment Partners reserves the right to modify the                     
weighting scheme based on a proprietary weighting system.                       

The Fund may invest up to 5% of its assets in Standard & Poor's                 
Depositary Receipts(R) ("SPDRs(R)"). SPDRs(R) are units of                      
beneficial interest in a unit investment trust, representing                    
proportionate undivided interests in a portfolio of securities                  
in substantially the same weighting as the common stocks that                   
comprise the S&P 500 Index.                                                     

The Fund may invest up to 20% of its assets in S&P 500 Index                    
futures contracts and options in order to invest uncommitted                    
cash balances, to maintain liquidity to meet shareholder                        
redemptions, or minimize trading costs.  The Fund may also sell                 
covered calls on futures contracts or individual securities held                
in the Fund.  As a temporary investment strategy, until the Fund                
reaches $50 million in net assets, the Fund may invest up to                    
100% of its assets in such futures and/or options contracts.                    

Investments in SPDRs(R), futures and options will not reflect                   
TSI ratings.                                                                    

Under normal circumstances, the fund will invest at least 80% of                
its assets in investments with economic characteristics similar                 
to the stocks represented in the S&P 500 Index. Although the                    
Adviser will attempt to invest as much of the Fund's assets as                  
is practical in stocks included among the S&P 500 Index and                     
futures contracts and related options under normal market                       
conditions, a portion of the Fund may be invested in money                      
market instruments pending investment or to meet redemption                     
requests or other needs for liquid assets.  In addition, for                    
temporary defensive purposes, the Fund may invest in government                 
securities, money market instruments, or other fixed-income                     
securities, or retain cash or cash equivalents.                                 

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Market risk:  The Fund's total return, like stock prices                     
generally, will fluctuate within a wide range in response                 
to stock market trends, so a share of the Fund could drop                 
in value over short or even long periods.  Stock markets                  
tend to move in cycles, with periods of rising prices and                 
periods of falling prices.                                                

o  Large company stock risk:  Stocks of large companies, such                   
as those listed among the S&P 500 Index occasionally go                   
through cycles of doing worse (or better) than the stock                  
markets in general or other types of investments.                         

o  Investment style risk:  TSI ratings will result in                           
overweighting and underweighting most stocks in the                       
S&P 500 Index.  These variances might result in worse                     
(or better) returns.                                                      

o  Correlation risk:  Because the Fund has expenses, and                        
the S&P 500 Index does not, the Fund may be unable to                     
replicate precisely the performance of the Index.  While                  
the Fund remains small, it may have a greater risk that                   
its performance will not match that of the Index.                         

o  Derivatives Risk:  The Fund may invest in stock futures                      
and options, and stock index futures and options. The Fund                
will not use these investments for speculative purposes or                
as leveraged investments that might exacerbate gains or                   
losses. The Fund will invest in derivatives solely to meet                
shareholder redemptions or to invest shareholder purchases                
while maintaining exposure to the market. The principal                   
risks to derivatives used in this context is that it might                
not be highly correlated with the security for which it is                
being used as a substitute.                                               

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Total Social Impact Fund. The bar chart                
shows how the Fund's annual performance has varied from year to                 
year since its inception. The table shows how the Fund's average                
annual returns for one year and since inception compare with                    
those of the S&P 500 Index. The Fund's past performance (before                 
and after taxes) is not necessarily indicative of future                        
performance.                                                                    

[GRAPHIC OMITTED]                                                               

Total Social Impact Fund Total Returns                                          

2001       2002                           
12.00%-                                                                       

0.00%-    ------/-----/-----/-----/-----                                    
/     /     /     /                         
-12.00%-          /-----/     /     /                                           
-12.75%     /-----/                         
-24.00%-                      -22.23%                                           

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 8.20%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 10.5% (quarter ending 12/31/01) and the                  
lowest return for a quarter was -17.1% (quarter ending                          
09/30/02).                                                                      

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                        Life of the Fund     
                                            1 Year  (since December 28, 2000)
                                            ------  -------------------------
                                                                             
Return Before Taxes                         -22.2%           -18.0%          
Return After Taxes on Distributions(1)(2)   -22.5%           -18.3%          
Return After Taxes on Distributions                                          
and Sale of Fund Shares(1)(2)               -13.7%           -14.2%          
S&P 500 Index(3)                            -22.1%           -17.5%          

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

Since shares of the Total Social Impact Fund Class F were first                 
available on July 1, 2002, comparable results for this class of                 
shares are not shown.                                                           

BALANCED INDEX FUND PROFILE                                                     

Investment Objective                                                            
The Balanced Index Fund seeks investment results, with respect                  
to 60% of its assets, that correspond to the total return                       
performance of U.S. common stocks, as represented by the S&P 500                
Index and, with respect to 40% of its assets, that correspond to                
the total return performance of investment grade bonds, as                      
represented by the Lehman Brothers Aggregate Bond Index.                        

Investment Strategies                                                           
The Fund will invest approximately 60% of its net assets in a                   
Fund of common stocks, futures (in combination with the                         
appropriate amount of U.S. Treasury securities or other liquid                  
assets as collateral), and Standard & Poor's Depositary                         
Receipts(R) ("SPDRs(R)") to track the S&P 500 Index and                         
approximately 40% of its net assets in a portfolio of investment                
grade bonds designed to track the Lehman Brothers Aggregate Bond                
Index (the "Lehman Brothers Index").  The Fund may also hold                    
cash or cash equivalent securities, although the amount of cash                 
and cash equivalent securities is expected to represent a small                 
percentage of the Fund's assets.                                                

The Fund's common stock portfolio seeks to substantially                        
replicate the total return of the securities comprising the S&P                 
500 Index, taking into consideration redemptions, sales of                      
additional shares, and other adjustments described below.                       
Precise replication of the S&P 500 Index is not feasible.  The                  
Fund will attempt to achieve, in both rising and falling                        
markets, a correlation of at least 95% between the total return                 
of its common stock portfolio before expenses and the total                     
return of the S&P 500 INDEX.  A correlation of 100% would                       
represent perfect correlation between the Fund and index                        
performance.  There can be no assurance that the Fund will                      
achieve a 95% correlation.                                                      

The Fund may invest up to 5% of its assets in SPDRs(R), which                   
are units of beneficial interest in a unit investment trust,                    
representing proportionate undivided interests in a portfolio of                
securities in substantially the same weighting as the common                    
stocks that comprise the S&P 500 Index.                                         

The Fund's bond portfolio seeks to substantially replicate the                  
total return of the securities comprising the Lehman Brothers                   
Index taking into consideration redemptions, sales of additional                
shares, and other adjustments described below.  Precise                         
replication of the Lehman Brothers Index is not feasible due to                 
the large number of securities in the index.  The Fund will                     
invest in a representative sample of fixed income securities,                   
which, taken together, are expected to perform similarly to the                 
Lehman Brothers Index.  The Fund will attempt to achieve, in                    
both rising and falling markets, a correlation of at least 95%                  
between the total return of its bond portfolio before expenses                  
and the total return of the Lehman Brothers Index.  A                           
correlation of 100% would represent perfect correlation between                 
the Fund and index performance.  There can be no assurance that                 
the Fund will achieve a 95% correlation.                                        

Under normal circumstances, the fund will invest at least 80% of                
its assets in investments with economic characteristics similar                 
to the stocks represented in the S&P 500 Index and the bonds                    
represented in the Lehman Brothers Index.                                       
The Fund may invest up to 20% of its assets in financial futures                
contracts and options and S&P 500 Index futures and options                     
contracts in order to invest uncommitted cash balances, to                      
maintain liquidity to meet shareholder redemptions, or minimize                 
trading costs.  The Fund may also sell covered calls on futures                 
contracts or individual securities held in the Fund.  As a                      
temporary investment strategy, until the Fund reaches $50                       
million in net assets, the Fund may invest up to 100% of its                    
assets in such futures and/or options contracts.                                

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Stock market risk:  The Fund's common stock portfolio, like                  
stock prices generally, will fluctuate within a wide range                
in response to stock market trends, so a share of the Fund                
could drop in value over short or even long periods.  Stock               
markets tend to move in cycles, with periods of rising                    
prices and periods of falling prices.                                     

o  Investment style risk:  Stocks of large companies, such as                   
those listed among the S&P 500 Index occasionally go through              
cycles of doing worse (or better) than the stock markets in               
general or other types of investments.                                    

o  Interest rate risk:  The Fund's bond portfolio is subject                    
to interest rate risk.  Interest rate risk is the potential               
for fluctuation in bond prices due to changing interest                   
rates.  Bond prices generally fall when interest rates                    
rise.  Furthermore, the price of bonds with a longer                      
maturity generally fluctuates more than bonds with a shorter              
maturity.  To compensate investors for larger fluctuations,               
longer maturity bonds usually offer higher yields than                    
shorter maturity bonds.  Interest rate risk is a risk                     
inherent in all bonds, regardless of credit quality.  The                 
Fund's bond portfolio has an intermediate-term average                    
maturity (5 to 15 years), and is therefore expected to have               
a moderate to high level of interest rate risk. The value                 
of the Fund's stock portfolio also may be affected by                     
changes of interest rates.                                                

o  Credit risk: The Fund's bond portfolio is subject to                         
credit risk.  Credit risk is the risk that an issuer of a                 
security will be unable to make payments of principal and/                
or interest on a security held by the Fund.  When an issuer               
fails to make a scheduled payment of principal or interest                
on a security, or violates other terms and agreements of a                
security, the issuer and security are in default. A default               
by the issuer of  a security generally has a severe                       
negative affect on the market value of that security.                     

The credit risk of the Fund is a function of the credit                   
quality of its underlying securities.  The average credit                 
quality of the Fund is expected to be very high.  Therefore,              
the credit risk of the Fund is expected to be low.  The                   
average quality of the Lehman Brothers Index, which the                   
Fund attempts to replicate, was AA2 using Moody's Investors               
Service (See Appendix A:  Ratings - Corporate Bond Ratings).              
Other factors, including interest rate risk and prepayment                
risk cause fluctuation in bond prices.                                    

o  Income risk: The Fund's bond portfolio is subject to                         
income risk.  Income risk is the risk of a decline in the                 
Fund's income due to falling market interest rates. Income                
risk is generally higher for portfolios with short term                   
average maturities and lower for portfolios with long term                
average maturities.  Income risk is also generally higher                 
for portfolios that are actively traded and lower for                     
portfolios that are less actively traded. The Fund's bond                 
portfolio is expected to maintain an intermediate average                 
maturity and have moderate trading activity. Therefore,                   
income risk is expected to be moderate.                                   

o  Prepayment risk: Prepayment risk is the risk that, during                    
periods of declining interest rates, the principal of                     
mortgage-backed securities and callable bonds will be                     
repaid earlier than scheduled, and the portfolio manager                  
will be forced to reinvest the unanticipated repayments                   
at generally lower interest rates.  The Fund's exposure to                
mortgage-backed securities and currently callable bonds is                
generally low to moderate.  Therefore, the prepayment risk                
of the Fund is expected to be low to moderate.                            

Correlation risk:  Because the Balanced Index Fund has                    
expenses, and the S&P 500 Index and Lehman Brothers                       
Index do not, the Fund may be unable to replicate                         
precisely the performance of the Index.  In addition,                     
the Fund intends to hold a sampling of both the stocks                    
in the S&P 500 Index and the bonds in the Lehman Brothers                 
Index, rather than exactly matching the market weighting                  
of each security in its respective index.  While the Fund                 
remains small, it may have a greater risk that its                        
performance will not match that of the Index.                             

o  Derivatives Risk:  The Fund may invest in stock futures                      
and options, and stock index futures and options. The Fund                
will not use these investments for speculative purposes or                
as leveraged investments that might exacerbate gains or                   
losses. The Fund will invest in derivatives solely to meet                
shareholder redemptions or to invest shareholder purchases                
while maintaining exposure to the market. The principal                   
risks to derivatives used in this context is that it might                
not be highly correlated with the security for which it is                
being used as a substitute.                                               

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Balanced Index Fund. The bar chart                     
shows how the Fund's annual performance has varied from year to                 
year since its inception.  The table shows how the Fund's                       
average annual returns for one year and since inception compare                 
with those of the S&P 500 Index and the Lehman Brothers. The                    
Fund's past performance (before and after taxes) is not                         
necessarily indicative of future performance.                                   

[GRAPHIC OMITTED]                                                               

Balanced Index Fund Total Returns                                           

2001        2002                          
8.00%-                                                                      

4.00%-                                                                      

0.00%-    ------/-----/----/-----/-----                                     
/     /    /     /                          
-4.00%-          /-----/    /     /                                           
-4.10%     /     /                          
-8.00%-                     /     /                                           
/-----/               
-12.00%-                     -10.95%                                            

-16.00%                                                                         

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 6.02%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 6.3% (quarter ending 12/31/01) and the                   
lowest return for a quarter was -9.0% (quarter ending 09/30/02).                

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                      Life of the Fund   
                                            1 Year  (since April 3, 2000)
                                            ------  ---------------------
                                                                         
Return Before Taxes                         -11.0%          -6.7%        
Return After Taxes on Distributions(1)(2)   -12.0%          -7.8%        
Return After Taxes on Distributions                                      
and Sale of Fund Shares(1)(2)                -6.7%          -5.8%        
S&P 500 Index(3)                            -22.1%         -16.4%        
Lehman Brothers Aggregate Bond Index(3)      10.3%          10.2%        

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

LEHMAN AGGREGATE BOND INDEX FUND PROFILE                                        

Investment Objective                                                            
The Lehman Aggregate Bond Index Fund seeks investment results                   
that correspond to the total return performance of the bond                     
market, as represented by the Lehman Brothers Aggregate Bond                    
Index ("Lehman Brothers Index").                                                

The Lehman Brothers Index is a market-weighted, intermediate-                   
term bond index which encompasses U.S. Treasury and agency                      
securities and investment grade corporate and international                     
(dollar denominated) bonds.                                                     

Investment Strategies                                                           
Under normal circumstances, the Lehman Aggregate Bond Index Fund                
will invest at least 80% of the value of its assets in:                         

o  Obligations issued or guaranteed by the U.S. Government or                   
its agencies or instrumentalities; or                                     

o  Publicly-traded or 144a debt securities rated BBB- or BAA3                   
or higher by a nationally recognized rating service such                  
as Standard & Poors or Moody's; or                                        

o  Cash and cash equivalents.                                                   

The Fund may invest up to 20% of its assets in financial futures                
contracts or options in order to invest uncommitted cash                        
balances, to maintain liquidity to meet shareholder redemptions,                
or minimize trading costs.  The Fund may also sell covered calls                
on futures contracts or individual securities held in the Fund.                 
As a temporary investment strategy, until the Fund reaches $50                  
million in net assets, the Fund may invest up to 100% of its                    
assets in such futures and/or options contracts.                                

The Fund will NOT purchase bonds rated below investment grade,                  
commonly known as junk bonds.  However, if a bond held in the                   
Fund is downgraded to a rating below investment grade, the Fund                 
may continue to hold the security until such time as the Adviser                
deems it most advantageous to dispose of the security.                          

The Fund will NOT directly purchase common stocks. However, it                  
may retain up to 5% of the value of its total assets in common                  
stocks acquired either by conversion of fixed-income securities                 
or by the exercise of warrants attached thereto.  The Fund may                  
also write covered call options on U.S. Treasury Securities and                 
options on futures contracts for such securities.  A description                
of the corporate bond ratings assigned by Standard & Poor's and                 
Moody's is included in the Appendix.                                            

The Fund will be unable to hold all of the individual securities                
which comprise the Lehman Brothers Index because of the large                   
number of securities involved.  Therefore, the Fund will hold a                 
representative sample of the securities designed to replicate                   
the total return performance of the Lehman Brothers Index.   The                
Fund will attempt to achieve, in both rising and falling                        
markets, a correlation of at least 95% between the total return                 
of its net assets before expenses and the total return of the                   
Lehman Brothers Index.  A correlation of 100% would represent                   
perfect correlation between the Fund and index performance.  The                
correlation of the Fund's performance to that of the Lehman                     
Brothers Index should increase as the Fund grows.  There can be                 
no assurance that the Fund will achieve a 95% correlation.                      

Although the Adviser will attempt to invest as much of the                      
Fund's assets as is practical in bonds included in the Lehman                   
Brothers Index, futures contracts and options relating thereto                  
under normal market conditions, a portion of the Fund may be                    
retained in cash or cash equivalents, or invested in money                      
market instruments pending investment or to meet redemption                     
requests or other needs for liquid assets.                                      

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Interest rate risk:  Interest rate risk is the potential                     
for fluctuation in bond prices due to changing interest                   
rates.  Bond prices generally fall when interest rates                    
rise.  Furthermore, the price of bonds with a longer                      
maturity generally fluctuates more than bonds with a                      
shorter maturity.  To compensate investors for larger                     
fluctuations, longer maturity bonds usually offer higher                  
yields than shorter maturity bonds.  Interest rate risk is                
a risk inherent in all bonds, regardless of credit quality.               
Since the Fund is an intermediate term bond portfolio, the                
interest rate risk is expected to be moderate.                            

o  Credit risk:  Credit risk is the risk that an issuer of a                    
security will be unable to make payments of principal and/                
or interest on a security held in the Fund.  When an issuer               
fails to make a scheduled payment of principal or interest                
on a security, or violates other terms and agreements of a                
security, the issuer and the security are in default.  A                  
default by the issuer of a security generally has severe                  
negative affect on the market value of that security.  The                
credit risk of the Fund is a function of the credit quality               
of its underlying securities.  The average credit quality of              
the Fund is expected to be very high. Therefore, the credit               
risk of the Fund is expected to be low.                                   

o  Income risk: Income risk is the risk of a decline in the                     
Fund's income due to falling market interest rates.  Income               
risk is generally higher for portfolios with short term                   
average maturities and lower for portfolios with long term                
average maturities.  Income risk is also generally higher                 
for portfolios that are actively traded and lower for                     
portfolios that are less actively traded.  The Fund                       
maintains an intermediate average maturity and is expected                
to be less actively traded.  Therefore,  its income risk                  
is expected to be moderate-to-low.                                        

o  Prepayment risk:  Prepayment risk is the risk that, during                   
periods of declining interest rates, the principal of                     
mortgage-backed securities and callable bonds will be                     
repaid earlier than scheduled, and the portfolio manager                  
will be forced to reinvest the unanticipated repayments at                
generally lower interest rates.  The Fund's exposure to                   
mortgage-backed securities and callable bonds is expected                 
to be moderate.  Therefore, the prepayment risk of the Fund               
is expected to be moderate.                                               

o  Correlation risk:  Because the Fund has expenses, and the                    
Lehman Brothers Index does not, the Fund may be unable to                 
replicate precisely the performance of the Index.  While                  
the Fund remains small, it may have a greater risk that                   
its performance will not match that of the Index.                         

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Lehman Aggregate Bond Index Fund. The                  
bar chart shows how the Fund's annual performance has varied                    
from year to year since its inception.  The table shows how the                 
Fund's average annual returns for one year and since inception                  
compare with those of the Lehman Brothers Index.  The Fund's                    
past performance (before and after taxes) is not necessarily                    
indicative of future performance.                                               

[GRAPHIC OMITTED]                                                               

Lehman Aggregate Bond Index Fund Total Returns                                  

10.00%-                                                                       
8.60%             
8.00%-           7.19%      /-----/                                         
/-----/     /     /                         
6.00%-          /     /     /     /                                         
/     /     /     /                         
4.00%-          /     /     /     /                                         
/     /     /     /                         
2.00%-          /     /     /     /                                         
/     /     /     /                         
0.00%-    ------/-----/-----/-----/-----                                    
2001        2002                          

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 1.67%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 4.4% (quarter ending 09/30/02) and the                   
lowest return for a quarter was -0.4% (quarter ending 03/31/02).                

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                      Life of the Fund   
                                            1 Year  (since April 3, 2000)
                                            ------  ---------------------
                                                                         
Return Before Taxes                          8.6%           9.2%         
Return After Taxes on Distributions(1)(2)    6.2%           6.4%         
Return After Taxes on Distributions                                      
and Sale of Fund Shares(1)(2)                5.5%           6.1%         
Lehman Brothers Aggregate Bond Index(3)     10.3%          10.2%         

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

EVEREST FUND PROFILE                                                            

Investment Objective                                                            
The Everest Fund seeks primarily long-term appreciation of                      
capital, without incurring unduly high risk, by investing                       
primarily in common stocks and other equity securities. Current                 
income is a secondary objective.                                                

Investment Strategies                                                           
A major portion of the Everest Fund will be invested in common                  
stocks. The Fund seeks special opportunities in securities that                 
are selling at a discount from theoretical price/earnings ratios                
and that seem capable of recovering from their temporary out-of-                
favor status (a "value" investment style).  The Fund may invest                 
all or a portion of its assets in preferred stocks, bonds, con-                 
vertible preferred stocks, convertible bonds, and convertible                   
debentures.  When market conditions for equity securities are                   
adverse, and for temporary defensive purposes, the Fund may                     
invest in Government securities, money market instruments, or                   
other fixed-income securities, or retain cash or cash                           
equivalents. However, the Fund normally will remain primarily                   
invested in common stocks.                                                      

The Everest Fund's investment strategy is based upon the belief                 
of the Fund's Adviser that the pricing mechanism of the                         
securities market lacks total efficiency and has a tendency to                  
inflate prices of some securities and depress prices of other                   
securities in different market climates.  The Adviser believes                  
that favorable changes in market prices are more likely to begin                
when:                                                                           

o  securities are out-of-favor,                                       
o  price/earnings ratios are relatively low,                          
o  investment expectations are limited, and                           
o  there is little interest in a particular                           
security or industry.                                           

The Adviser believes that securities with relatively low                        
price/earnings ratios in relation to their profitability are                    
better positioned to benefit from favorable but generally                       
unanticipated events than are securities with relatively high                   
price/earnings ratios which are more susceptible to unexpected                  
adverse developments.                                                           

The Fund may invest up to 20% of its assets in financial futures                
contracts and options and stock index futures contracts and                     
options in order to invest uncommitted cash balances, to                        
maintain liquidity to meet shareholder redemptions, or minimize                 
trading costs.  As a temporary investment strategy, until the                   
Fund reaches $50 million in net assets, the Fund may invest up                  
to 100% of its assets in such futures and/or options contracts.                 
The Fund may also sell covered calls on futures contracts or                    
individual securities held in the Fund.                                         

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Market risk:  The Fund's total return, like stock prices                     
generally, will fluctuate within a wide range in response                 
to stock market trends.  As a result, shares of the Fund                  
could drop in value over short or even long periods. Stock                
markets tend to move in cycles, with periods of rising                    
prices and periods of falling prices.                                     

o  Financial risk:  The Fund's total return will fluctuate                      
with fluctuations in the earnings stability or overall                    
financial soundness of the companies whose stock the Fund                 
purchases.                                                                

o  Investment style risk:  The Fund's investment style risks                    
that returns from "value" stocks it purchases will trail                  
returns from other asset classes or the overall stock market.             

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Everest Fund. The bar chart shows how                  
the Fund's annual performance has varied from year to year since                
its inception.  The table shows how the Fund's average annual                   
returns for one year and since inception compare with those of                  
the Russell 1000 Value Index.  The Fund's past performance                      
(before and after taxes) is not necessarily indicative of future                
performance.                                                                    

[GRAPHIC OMITTED]                                                               

Everest Fund Total Returns                              

20.00%-                                                                       

15.00%-           12.40%                                                      
/-----/      10.45%                         
10.00%-          /     /     /-----/                                          
/     /     /     /                         
5.00%-          /     /     /     /      2002                               
/     /     /     /                         
0.00%-    ------/-----/-----/-----/-----/-----/                             
           /     /
-10.00%-           2000        2001       /     /                               
           /     /
-20.00%-                                  /     /                               
           /-----/
-30.00%                                   -23.81%                               

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 7.17%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 10.8% (quarter ending 12/31/01) and the                  
lowest return for a quarter was -21.4% (quarter ending                          
09/30/02).                                                                      

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                        Life of the Fund     
                                            1 Year  (since December 29, 1999)
                                            ------  ------------------------ 
                                                                             
Return Before Taxes                         -23.8%           -1.7%           
Return After Taxes on Distributions(1)(2)   -24.4%           -3.1%           
Return After Taxes on Distributions                                          
and Sale of Fund Shares(1)(2)               -14.6%           -1.8%           
Russell 1000 Value Index(3)                 -15.5%           -4.8%           
Russell 2000 Index(3)                       -20.5%           -6.5%           

*The Everest Fund's focus since 12/99 has been on large-cap                     
value positions.  The fund's benchmark had been the Russell 2000                
Index, a widely recognized measure of small-cap performance.                    
The Russell 1000 Value Index more closely matches the Fund's                    
focus.                                                                          
__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

Since shares of the Everest Fund Class F were first available on                
July 1, 2002, comparable results for this class of shares are                   
not shown.                                                                      

BOND FUND PROFILE                                                               

Investment Objective                                                            
The Bond Fund seeks as high a level of current income as is                     
consistent with reasonable investment risk, by investing                        
primarily in long-term, fixed-income, investment-grade corporate                
bonds.                                                                          

Investment Strategies                                                           
Under normal circumstances, the Bond Fund will invest at least                  
80% of the value of its assets in fixed income securities.                      
Further, the Bond Fund normally will invest at least 75% of the                 
value of its assets in:                                                         

o  publicly-traded or 144a debt securities rated BBB                  
or BAA3 or higher by a nationally recognized rating             
service such as Standard & Poor's or Moody's,                   
o  obligations issued or guaranteed by the U.S.                       
Government or its agencies or instrumentalities, or             
o  cash and cash equivalents.                                         

Up to 25% of the Bond Fund's total assets may be invested in                    
debt securities that are unrated or below investment-grade bonds                
("high yield" or "junk" bonds). Up to 20% of the Bond                           
Portfolio's total assets may be invested in:                                    

o  convertible debt securities,                                       
o  convertible preferred and preferred stocks, or                     
o  other securities.                                                  

The Bond Fund will not directly purchase common stocks. However,                
it may retain up to 10% of the value of its total assets in                     
common stocks acquired either by conversion of fixed-income                     
securities or by the exercise of warrants attached thereto.                     

The Fund may invest up to 20% of its assets in financial futures                
contracts or options in order to invest uncommitted cash                        
balances, to maintain liquidity to meet shareholder redemptions,                
or minimize trading costs.  The Fund may also sell covered calls                
on futures contracts or individual securities held in the Fund.                 

A description of the corporate bond ratings assigned by Standard                
& Poor's and Moody's is included in the Appendix.                               

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Interest rate risk:  Interest rate risk is the potential                     
for fluctuation in bond prices due to changing interest                   
rates.  Bond prices generally fall when interest rates                    
rise.  Furthermore, the price of bonds with a longer                      
maturity generally fluctuates more than bonds with a                      
shorter maturity.  To compensate investors for larger                     
fluctuations, longer maturity bonds usually offer higher                  
yields than shorter maturity bonds.  Interest rate risk is                
a risk inherent in all bonds, regardless of credit quality.               

The Fund maintains an intermediate-term average maturity,                 
and is therefore subject to a moderate level of interest                  
rate risk.                                                                

o  Credit risk:  Credit risk is the risk that an issuer of                      
a security will be unable to make payments of principal                   
and/or interest on a security held by the Fund.  When an                  
issuer fails to make a scheduled payment of principal or                  
interest on a security, or violates other terms and                       
agreements of a security, the issuer and security are in                  
default.  A default by the issuer of  a security generally                
has a severe negative effect on the market value of that                  
security.                                                                 

The credit risk of the Fund is a function of the credit                   
quality of its underlying securities.  The average credit                 
quality of the Fund is expected to be very high.  Therefore,              
the credit risk of the Fund is expected to be low.  However,              
certain individual securities held in the Fund may have                   
substantial credit risk.  The Fund may contain up to 25% of               
securities rated below investment grade.  Securities rated                
below investment grade generally have substantially more                  
credit risk than securities rated investment grade.                       
Securities rated below investment grade are defined as                    
having a rating below Baa by Moody's Investors Services                   
and below BBB by Standard & Poor's Corporation (See                       
Appendix A:  Ratings - Corporate Bond Ratings).                           

o  Income risk:  Income risk is the risk of a decline in the                    
Fund's income due to falling market interest rates.  Income               
risk is generally higher for portfolios with short term                   
average maturities and lower for portfolios with long term                
average maturities.  Income risk is also generally higher                 
for portfolios that are actively traded and lower for                     
portfolios that are less actively traded.  The Fund                       
maintains an intermediate average maturity and is actively                
traded. Therefore, income risk is expected to be moderate                 
to high.                                                                  

o  Prepayment risk:  Prepayment risk is the risk that, during                   
periods of declining interest rates, the principal of                     
mortgage-backed securities and callable bonds will be                     
repaid earlier than scheduled, and the Adviser will be                    
forced to reinvest the unanticipated repayments at                        
generally lower interest rates.  The Fund's exposure to                   
mortgage-backed securities and currently callable bonds is                
generally low to moderate.  Therefore, the prepayment risk                
of the Fund is expected to be low to moderate.  Other                     
factors, including interest rate risk and credit risk can                 
cause fluctuation in bond prices.                                         

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Bond Fund. The bar chart shows how the                 
Fund's annual performance has varied from year to year since its                
inception.  The table shows how the Fund's average annual                       
returns for one year and since inception compare with those of                  
the Lehman Brothers Aggregate Bond Index.  The Fund's past                      
performance (before and after taxes) is not necessarily                         
indicative of future performance.                                               

[GRAPHIC OMITTED]                                                               
Bond Fund Total Returns                                         

8.00%-           7.22%                                                      
/-----/                                     
6.00%-          /     /      5.44%                                          
/     /     /-----/                         
4.00%-          /     /     /     /                                         
/     /     /     /                         
2.00% -         /     /     /     /                                         
/     /     /     /                         
0.00%-    ------/-----/-----/-----/                                         
2001        2002                          

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 1.16%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 3.8% (quarter ending 03/31/01) and the                   
lowest return for a quarter was 0.0% (quarter ending 06/30/01).                 

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                      Life of the Fund  
                                            1 Year  (since April 3, 2000
                                            ------  --------------------
                                                                        
Return Before Taxes                           5.4%           6.6%       
Return After Taxes on Distributions(1)(2)     3.1%           4.0%       
Return After Taxes on Distributions                                     
and Sale of Fund Shares(1)(2)                 3.3%           4.0%       
Lehman Brothers Aggregate Bond Index(3)      10.3%          10.2%       

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

SHORT-TERM GOVERNMENT FUND PROFILE                                              

Investment Objective                                                            
The Short-term Government Fund seeks to provide a high level of                 
current income and preservation of capital by investing 100% of                 
its total assets in bonds issued by the U.S. government and its                 
agencies.                                                                       

Investment Strategies                                                           
Under normal market conditions, the Fund will invest 100% of its                
assets in bonds issued by, or derivatives related to, the U.S.                  
government and its agencies.  The majority of the Fund's                        
holdings will have a maturity or average life of five years or                  
less.  The Fund will maintain a dollar-weighed average maturity                 
of less than three years.  The Fund may invest up to 20% of its                 
total assets in financial futures contracts and options in order                
to invest uncommitted cash balances, to maintain liquidity to                   
meet shareholder redemptions, or minimize trading costs.  The                   
Fund will not use these instruments for speculative purposes.                   
The reasons the Fund will invest in derivatives is to reduce                    
transaction costs, for hedging purposes, or to add value when                   
these instruments are favorably priced.                                         

Primary Risks                                                                   
An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Interest rate risk: Interest rate risk is the potential                      
for fluctuation in bond prices due to changing interest                   
rates.  Bond prices generally fall when interest rates                    
rise.  Furthermore, the price of bonds with a longer                      
maturity generally fluctuates more than bonds with a                      
shorter maturity.  The Fund will maintain a short average                 
maturity and is therefore subject to a low level of                       
interest rate risk.                                                       

o  Credit risk: Credit risk is the risk that an issuer of a                     
security will be unable to make payments of principal                     
and/or interest on a security held by the Fund.  Given                    
that 100% of the assets held by the Fund are issued by                    
the U.S. government and its agencies, the credit risk to                  
the Fund is low.                                                          

o  Income risk: Income risk is the risk of a decline in the                     
Fund's income due to falling market interest rates. Income                
risk is generally higher for short-term bonds.                            

o  Prepayment risk: Prepayment risk is the risk that, during                    
periods of declining interest rates, the principal of                     
mortgage-backed securities and callable bonds will be                     
repaid earlier than scheduled, resulting in reinvestment                  
of the unanticipated repayments at generally lower                        
interest rates.  The Fund's exposure to mortgage-backed                   
securities and callable bonds will be low to moderate.                    

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Short-term Government Fund. The bar                    
chart shows how the Fund's annual performance has varied from                   
year to year since its inception.  The table shows how the                      
Fund's average annual returns for one year and since inception                  
compare with those of the Salomon 1-5 Year Treasury Index. The                  
Fund's past performance (before and after taxes) is not                         
necessarily indicative of future performance.                                   

[GRAPHIC OMITTED]                                                               
Short-term Government Fund Total Returns                                        

8.00%            6.83%                                                      
/-----/      6.42%                          
6.00%     ------/     /     /-----/                                         
/     /     /     /                         
4.00%     ------/     /     /     /                                         
/     /     /     /                         
2.00%     ------/     /     /     /                                         
/     /     /     /                         
0.00%     ------/-----/-----/-----/                                         
2001        2002                          

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 0.65%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 3.6% (quarter ending 09/30/01) and the                   
lowest return for a quarter was 0.0% (quarter ending 12/31/01).                 

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                                      Life of the Fund   
                                            1 Year  (since April 3, 2000)
                                            ------  ---------------------
                                                                         
Return Before Taxes                          6.4%         7.5%           
Return After Taxes on Distributions(1)(2)    5.1%         5.4%           
Return After Taxes on Distributions                                      
and Sale of Fund Shares(1)(2)                4.0%         5.0%           
Salomon 1-5 Year Treasury Index(3)           7.5%         8.5%           

__________                                                                      
(1)  After-tax returns are calculated using the historical                      
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2)  Actual after-tax returns depend on an investor's tax                       
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

MONEY MARKET FUND PROFILE                                                       

Investment Objective                                                            
The Money Market Fund seeks to maintain stability of capital                    
and, consistent therewith, to maintain the liquidity of capital                 
and to provide current income.                                                  

Investment Strategies                                                           
It does this by investing exclusively in high quality short-term                
securities.                                                                     

The Fund may buy securities from many types of issuers,                         
including the U.S. government, banks (both U.S. and foreign),                   
corporations and municipalities. However, everything the Fund                   
buys must meet the rules for money market fund investments (see                 
Money Fund Rules below). In addition, the Fund currently intends                
to only buy securities that are in the top two credit grades for                
short-term securities.                                                          

Working in conjunction with credit analysts, the portfolio                      
managers screen potential securities and develop a list of those                
that the Fund may buy. The managers then decide which securities                
on this list to buy, looking for attractive yield and weighing                  
considerations such as credit quality, economic outlook and                     
possible interest rate movements. The managers may adjust the                   
Fund's exposure to interest rate risk, typically seeking to take                
advantage of possible rises in interest rates and to preserve                   
yield when interest rates appear likely to fall.                                

Money Fund Rules                                                                
To be called a money market fund, a mutual fund must operate                    
within strict federal rules. Designed to help maintain a stable                 
$1.00 share price, these rules limit money funds to particular                  
types of securities and strategies. Some of the rules include:                  

o  Individual securities must have remaining maturities                         
of no more than 397 days.                                                 
o  The dollar-weighted average maturity of the Fund's                           
holdings cannot exceed 90 days.                                           
o  All securities must be in the top two credit grades for                      
short-term securities and be denominated in U.S. dollars.                 

Primary Risks                                                                   
Money market funds are generally considered to have lower risks                 
than other types of mutual funds. Even so, there are several                    
risk factors that could reduce the yield you get from the Fund                  
or make it perform less well than other investments.                            

AN INVESTMENT IN THE FUND IS NOT INSURED OR GUARANTEED BY THE                   
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT                   
AGENCY.  ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR                  
INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO LOSE MONEY BY                  
INVESTING IN THE FUND.                                                          

o  Market interest rate risk:  As with most money market                        
funds, the most important factor affecting performance                    
is market interest rates. The Fund's yields tend to                       
reflect current interest rates, which means that when                     
these rates fall, the Fund's yield generally falls as well.               

o  Credit quality risk:  If a portfolio security declines                       
in credit quality or goes into default, it could hurt                     
the Fund's performance. To the extent that the Fund                       
emphasizes certain sectors of the short-term securities                   
market, the portfolio increases its exposure to factors                   
affecting these sectors. For example, banks' repayment                    
abilities could be compromised by broad economic declines                 
or sharp rises in interest rates. Securities from foreign                 
banks may have greater credit risk than comparable U.S.                   
securities, for reasons ranging from political and                        
economic uncertainties to less stringent banking                          
regulations.                                                              

o  Other risks:  Other factors that could affect performance                    
include:                                                                  
-  The managers could be incorrect in their analysis                
of interest rate trends, credit quality or other              
matters.                                                      
-  Securities that rely on outside insurers to raise                
their credit quality could fall in price or go into           
default if the financial condition of the insurer             
deteriorates.                                                 

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the Money Market Fund. The bar chart shows                 
how the Fund's annual performance has varied from year to year                  
since its inception.  The table shows the Fund's average annual                 
returns.  The Fund's past performance (before and after taxes)                  
is not necessarily indicative of future performance.                            

[GRAPHIC OMITTED]                                                               
Money Market Fund Total Returns                                       

8.00%-                                                                      

3.90%                                     
4.00%-          /-----/                                                     
/     /     1.43%                           
/     /    /-----/                          
0.00%-    ------/-----/----/-----/                                          
2001      2002                            

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 0.32%.                                                    

During the period shown in the bar chart, the highest return for                
a calendar quarter was 1.4% (quarter ending 03/31/01) and the                   
lowest return for a quarter was 0.3% (quarter ending 12/31/02).                 

Average Annual Total Returns for Periods Ended December 31, 2002                

                                                                [Download Table]

                                       Life of the Fund    
                              1 Year  (since June 28, 2000)
                              ------  ---------------------
                                                           
Money Market Fund                1.4%         3.4%         
Money Fund's First Tier Retail   1.1%         3.1%         

To obtain the Fund's current 7-day yield, please call the Fund's                
toll-free telephone number (1-888-259-7565) or visit the fund's                 
website (www.summitfunds.com).                                                  

HIGH YIELD BOND FUND PROFILE                                                    

Investment Objective                                                            
The High Yield Bond Fund seeks high current income and capital                  
appreciation, secondarily.                                                      

Investment Strategies                                                           
The Fund invests primarily in high yield, high risk ("junk")                    
bonds, with intermediate maturities. For its investments, the                   
Fund seeks to identify high yield bonds of companies that have                  
the ability to make timely payments of principal and interest.                  
Using fundamental credit analysis of companies, the Fund seeks                  
to invest in companies whose financial condition gives them                     
greater value relative to other companies in the high yield                     
market, providing the further potential for capital                             
appreciation. Consequently, capital appreciation is a secondary                 
objective of the Fund.  Under normal circumstances, the Fund                    
will invest at least 80% of its assets in high yield, high risk                 
bonds, also known as "junk" bonds.                                              

The Adviser will actively manage the Fund to take advantage of                  
relative values of various sectors of the high yield market in                  
order to seek high current income and secondarily, capital                      
appreciation. Among the factors that are important in the                       
Adviser's securities selection are credit fundamentals and                      
technical trading factors. The Adviser researches the bonds it                  
purchases to make its own determination of the issuer's                         
creditworthiness and underlying strength. By using this                         
strategy, the Adviser seeks to outperform the high yield bond                   
market as a whole by choosing individual securities that may be                 
overlooked by other investors, or bonds that are likely to                      
improve in credit quality.                                                      

The Adviser makes a decision to sell a portfolio security held                  
by the Fund when (1) the security has appreciated in value due                  
to market conditions and the issuing company's financial                        
condition; (2) the issuing company's financial position                         
indicates the company will not perform well and the price of the                
security could fall; or (3) the Adviser identifies another                      
security that is potentially more valuable for current income or                
capital appreciation compared to securities held by the Fund.                   

When a corporation or a government entity issues a bond, it                     
generally submits the security to one or more rating                            
organizations, such as Moody's Investors Service, Inc.                          
("Moody's") or Standard & Poor's Ratings Group ("Standard &                     
Poor's"). These services evaluate the creditworthiness of the                   
issuer and assign a rating, based on their evaluation of the                    
issuer's ability to repay the bond.  Bonds with ratings below                   
Baa (Moody's) or BBB (Standard & Poor's) are considered below                   
investment grade and are commonly referred to as junk bonds.                    
Some bonds are not rated at all. The Adviser determines the                     
comparable rating quality of bonds that are not rated.                          

High yield, high-risk bonds present both an opportunity and a                   
danger. These junk bonds generally offer higher interest                        
payments because the company that issues the bond -- the issuer                 
-- is at greater risk of default (failure to repay the bond).                   
This may be because the issuer is small or new to the market,                   
the issuer has financial difficulties, or the issuer has a                      
greater amount of debt.                                                         

In response to unfavorable conditions in the high yield bond                    
market, the Fund may make temporary investments, without                        
limitation, such as shifting its investments to money market                    
securities, cash or higher rated bonds, which could cause the                   
Fund not to meet its principal investment objective and                         
policies.                                                                       

The Fund will buy and sell securities based on its overall                      
objective of achieving the highest possible total return, which                 
may translate into higher than average portfolio turnover. If                   
the Fund buys and sells securities frequently, there will be                    
increased transaction costs and may be additional taxable gains                 
to shareholders.                                                                

The Fund may have other investments that are not part of its                    
principal investment strategies. The Fund may invest in loan                    
participations, convertible securities and preferred stocks.                    
Other types of investments the Fund may use include, without                    
llimitation, mortgage- backed or asset-backed securities,                       
collateralized mortgage obligations, stripped mortgage-backed                   
securities, zero-coupon and pay-in-kind bonds, equity                           
securities, warrants, private placements, and foreign                           
securities. See the Statement of Additional Information for more                
information about these investments.                                            

Primary Risks                                                                   
There are numerous and significant risks involved in investing                  
in high yield securities.  While bonds are generally considered                 
safer than stocks for investors seeking diversification into                    
high yield markets, there are several types of risks that should                
be considered.                                                                  

OVERALL, THIS FUND MUST BE CONSIDERED A HIGH-RISK INVESTMENT                    
SUITABLE ONLY FOR A PORTION OF AN INDIVIDUAL'S PORTFOLIO.                       

An investment in the Fund entails investment risk, including                    
possible loss of the principal amount invested.  The Fund's                     
primary risks include:                                                          

o  Interest rate risk:  High yield bonds are affected by                        
interest rate changes. Generally, when interest rates                     
rise, the prices of these bonds fall. The longer                          
the maturity of these bonds, the greater is this impact                   
from interest rate changes. The value of the Fund's                       
investments also will vary with bond market conditions.                   
Since the Fund is an intermediate term bond portfolio,                    
the interest rate risk is expected to be moderate.                        

o  Credit risk:  Credit risk is the risk that an issuer of a                    
security will be unable to make payments of principal                     
and/or interest on a security held by the Fund.  When                     
an issuer fails to make a scheduled payment of principal                  
or interest on a security, or violates other terms and                    
agreements of a security, the issuer and security are in                  
default.  A default by the issuer of  a security generally                
has a severe negative affect on the market value of that                  
security. High yield bonds are below investment grade                     
instruments because of the significant risk of issuer                     
default.  The credit risk of the Fund's investments is                    
very high.                                                                

o  Liquidity and other risks: Other risks of high yield                         
bonds include the market's relative youth, price                          
volatility, sensitivity to economic changes, limited                      
liquidity, valuation difficulties and special tax                         
considerations.  There are fewer investors willing to                     
buy high yield bonds than there are for higher rated,                     
investment grade securities.  Therefore, it may be more                   
difficult to sell these securities or to receive a fair                   
market price for them.  There is a risk that prolonged                    
economic downturn would negatively affect the ability                     
of issuers to repay their debts, leading to increased                     
defaults and overall losses to the Fund.                                  

o  Foreign securities risk: Investing in emerging markets                       
debt securities involves political, social and economic                   
risks including the risk of nationalization or                            
expropriation of assets and the risk of war. Certain                      
countries may impose restrictions on foreign investors                    
and on the movement of assets out of the country for                      
periods of one year or more. Such restrictions reduce the                 
liquidity of securities held in such countries and make                   
it difficult or impossible for the Fund to sell the                       
securities at opportune times. Certain trading practices,                 
such as settlement delays or differing hours and days of                  
operation, may also expose the Fund to risks not customary                
with U.S. investments. Furthermore, it may be more                        
difficult to obtain a judgment in a court outside the U.S.                

Several European countries are participating in the European              
Economic and Monetary Union, which established a common                   
European currency for participating countries. This currency              
is commonly known as the "Euro." Each participating country               
replaced its existing currency with the Euro on January 1,                
1999 for electronic commerce. Other European countries may                
participate after that date. This conversion presented                    
unique uncertainties, including whether the payment and                   
operational systems of banks and other financial                          
institutions were ready by the scheduled launch date; the                 
legal treatment of certain outstanding financial contracts                
after January 1, 1999 that refer to existing currencies                   
rather than the Euro; the establishment of exchange rates                 
for existing currencies and the Euro; and the creation of                 
suitable clearing and settlement payment systems for the                  
new currency.  These or other factors, including political                
and economical risks, could adversely affect the value of                 
securities held by the Fund. The conversion has not had a                 
material impact on the Fund to date, however, because the                 
Fund invests predominantly, normally over 90% of its assets,              
in U.S. dollar denominated securities.                                    

o  Nondiversification risk: Under securities laws, the Fund                     
is considered a "nondiversified investment company."  The                 
Fund is, however, subject to diversification limits under                 
federal tax law that permit it to invest more than 5%, but                
not more than 25%, of its assets in a single issuer with                  
respect to up to 50% of its total assets as of the end of                 
each of the Fund's tax quarters. Consequently, the Fund                   
could become somewhat riskier because it would have the                   
ability to hold a larger position in a fewer number of                    
securities than if it were a diversified investment company.              

Bar Chart and Performance Table                                                 
The bar chart and table below provide some indication of the                    
risk of investing in the High Yield Bond Fund. The bar chart                    
shows how the Fund's annual performance has varied from year to                 
year since its inception.  The table shows how the Fund's                       
average annual returns for one year and since inception compare                 
with those of the Merrill Lynch U.S. High Yield Master II Index.                
The Fund's past performance (before and after taxes) is not                     
necessarily indicative of future performance.                                   

[GRAPHIC OMITTED]                                                               

2.00%-                                                                      
-----------/-----/--------                                        
-2.00%-          /     /                                                      
/     /                                     
-6.00%           /     /                                                      
/-----/                                     
-10.00%-           -8.41%                                                       
2002                                      

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 5.32%.                                                    

*Total return for the most recent fiscal year quarter ended                     
December 31, 2002 was 5.23%                                                     

During the period shown in the bar chart, the highest return for                
a calendar quarter was 5.2% (quarter ending 12/31/02) and the                   
lowest return for a quarter was -5.8% (quarter ending 09/30/02).                

Average Annual Total Returns for Years Ended December 31, 2002                  

                                                                [Download Table]

                                                           Life of the Fund  
                                                 1 Year  (since July 9, 2001)
                                                                             
Return Before Taxes                               -8.4%         -6.8%        
Return After Taxes on Distributions(1)(2)        -11.5%        -10.1%        
Return After Taxes on Distributions                                          
and Sale of Fund Shares(1)(2)                     -5.2%         -6.9%        
Merrill Lynch U.S. High Yield Master II Index(3)  -1.9%         -0.9%        

__________                                                                      
(1) After-tax returns are calculated using the historical                       
highest individual federal marginal income tax rates and do not                 
reflect the impact of state and local taxes.                                    
(2) Actual after-tax returns depend on an investor's tax                        
situation and may differ from those shown, and after-tax returns                
shown are not relevant to investors who hold their Fund shares                  
through tax-deferred arrangements, such as 401(k) plans or                      
individual retirement accounts.                                                 
(3) Reflects no deduction for fees, expenses or taxes.                          

FEES AND EXPENSES OF THE FUNDS                

This table describes the fees and expenses that you may pay if                  
you buy and hold shares of the Funds.  All expense ratios are                   
adjusted for current expenses.                                                  

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

                                                                [Download Table]

                                                                  Total      
Annual                                                                       
                                           Distribution             Fund     
                               Management  and Service  Other     Operating  
                                    Fees   (12b-1)fees  Expenses   Expenses  
                               ----------------------------------------------
                                                                             
S&P 500 Index Fund                  .30%                 .28%       .58%     
S&P MidCap 400 Index Fund           .30%                 .30%       .60%*    
Russell 2000 Small Cap Index Fund   .35%                 .40%       .75%*    
Nasdaq-100 Index Fund               .35%                 .30%       .65%*    
EAFE International Index Fund       .56%                 .69%      1.25%*    
Total Social Impact Fund            .45%                 .30%       .75%*    
Balanced Index Fund                 .30%                 .30%       .60%*    
Lehman Aggregate Bond Index Fund    .30%                 .30%       .60%*    
Everest Fund                        .64%                 .32%       .96%     
Bond Fund                           .47%                 .24%       .71%     
Short-term Government Fund          .45%                 .28%       .73%*    
Money Market Fund                   .35%                 .10%       .45%*    
High Yield Bond Fund                .65%                 .57%      1.22%     
Nasdaq-100 Index Fund Class F       .35%       .25%      .30%       .90%*    
Total Social Impact Fund Class F    .45%       .25%      .30%      1.00%*    
Everest Fund Class F                .64%       .25%      .32%      1.21%*    

* Total Annual Fund Operating Expenses in excess of 1.25%                       
for the EAFE International Index Fund in excess of 1.00% for                
the Total Social Impact Fund Class F, in excess of .90% for                 
the Nasdaq-100 Index Fund Class F, in excess of .75% for                    
the Russell 2000 Small Cap Index and Total Social Impact                    
Funds, in excess of .73% for the Short-term Government                      
Fund, in excess of .65% for the Nasdaq-100 Index Fund, in                   
excess of .60% for the S&P MidCap 400 Index, Balanced                       
Index and Lehman Aggregate Bond Index Funds, and in                         
excess of .45% for the Money Market Fund are paid by                        
the investment adviser.                                                     

Example                                                                         

This Example is intended to help you compare the cost of                        
investing in the Funds with the cost of investing in other                      
mutual funds.                                                                   

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

                                                                [Download Table]

                                   1 Year     3 Years    5 Years   10 Years
                                                                           
S&P 500 Index Fund                   $59       $186       $325        $727 
S&P MidCap 400 Index Fund            $62       $193       $336        $752 
Russell 2000 Small Cap Index Fund    $77       $241       $418        $933 
Nasdaq-100 Index Fund                $67       $209       $363        $812 
EAFE International Index Fund       $128       $399       $690      $1,518 
Total Social Impact Fund             $77       $241       $418        $933 
Balanced Index Fund                  $62       $193       $336        $752 
Lehman Aggregate Bond Index Fund     $62       $193       $336        $752 
Everest Fund                         $98       $307       $533      $1,182 
Bond Fund                            $73       $228       $396        $885 
Short-term Government Fund           $75       $234       $407        $909 
Money Market Fund                    $46       $145       $253        $568 
High Yield Bond Fund                $125       $389       $674      $1,484 
Nasdaq-100 Index Fund Class F        $92       $288        N/A         N/A 
Total Social Impact Fund Class F    $103       $320        N/A         N/A 
Everest Fund Class F                $124       $386        N/A         N/A 

This table should not be considered a representation of past or                 
future expenses.  Actual expenses may be more or less than those                
shown.                                                                          

OTHER INVESTMENT POLICIES, STRATEGIES AND RISKS                   

FOREIGN SECURITIES                                                              
Each Fund may invest in foreign securities that are suitable for                
the Fund's investment objectives and policies. The High Yield                   
Bond Fund may invest without limitation in securities (payable                  
in U.S. Dollars) of foreign issuers and in the securities of                    
foreign branches of U.S. banks such as negotiable certificates                  
of deposit (Eurodollars).  The High Yield Bond Fund may invest                  
up to 20% of its net assets in non-U.S. dollar-denominated fixed                
income securities principally traded in financial markets                       
outside of the United States.                                                   

Foreign securities investments are limited to 25% of net assets                 
for the Everest and Bond Funds.  The S&P 500 Index Fund, S&P                    
MidCap 400 Index Fund, Russell 2000 Small Cap Index Fund,                       
Nasdaq-100 Index Fund, EAFE International Index Fund, Total                     
Social Impact Fund, Balanced Index Fund and Lehman Aggregate                    
Bond Index Fund are limited to investing in those foreign                       
securities included in the respective Indexes.  Each Fund that                  
invests in foreign securities, other than the High Yield Bond                   
Fund, limits not only its total purchases of foreign securities,                
but also its purchases for any single country.  For "major                      
countries," the applicable limit is 10% of Fund net assets; for                 
other countries, the applicable limit is 5% for each Fund.                      
"Major countries" currently include:  The United Kingdom,                       
Germany, France, Italy, Switzerland, Netherlands, Spain,                        
Belgium, Canada, Mexico, Argentina, Chile, Brazil, Australia,                   
Japan, Singapore, New Zealand, Hong Kong, Sweden and Norway.                    

Investing in foreign securities involves risks which are not                    
ordinarily associated with investing in domestic securities,                    
including:                                                                      

o  political or economic instability in the foreign country;                
o  diplomatic developments that could adversely affect the                  
value of the foreign security;                                        
o  foreign government taxes;                                                
o  costs incurred by a Fund in converting among various                     
currencies;                                                           
o  fluctuation in currency exchange rates;                                  
o  the possibility of imposition of currency controls,                      
expropriation or nationalization measures or withholding              
dividends at the source;                                              
o  in the event of a default on a foreign debt security,                    
possible difficulty in obtaining or enforcing a judgment              
against the issuer;                                                   
o  less publicly available information about foreign                        
issuers than domestic issuers;                                        
o  foreign accounting and financial reporting requirements                  
are generally less extensive than those in the U.S.;                  
o  securities of foreign issuers are generally less liquid                  
and more volatile than those of comparable domestic                   
issuers;                                                                        
o  there is often less governmental regulation of exchanges,                
broker-dealers and issuers and brokerage costs may be                 
higher than in the United States.                                     

Foreign securities purchased by the Funds may include securities                
issued by companies located in countries not considered to be                   
major industrialized nations. Such countries are subject to more                
economic, political and business risk than major industrialized                 
nations, and the securities they issue may be subject to abrupt                 
or erratic price fluctuations, and are expected to be more                      
volatile and more uncertain as to payments of interest and                      
principal. Developing countries may have relatively unstable                    
governments, economies based only on a few industries, and                      
securities markets that trade only a small number of securities.                
The secondary market for such securities is expected to be less                 
liquid than for securities of major industrialized nations.                     

FOREIGN CURRENCY TRANSACTIONS                                                   
The EAFE International Index Fund, Everest Fund, Bond Fund and                  
High Yield Bond Fund may engage in forward foreign currency                     
contracts ("forward contracts") in connection with the purchase                 
or sale of a specific security.  A forward contract involves an                 
obligation to purchase or sell a specific foreign currency at a                 
future date, which may be any fixed number of days from the date                
of the contract agreed upon by the parties, at a price set at                   
the time of the contract.                                                       

Funds will not enter into forward contracts for longer-term                     
hedging purposes.  The possibility of changes in currency                       
exchange rates will be incorporated into the long-term                          
investment considerations when purchasing the investment and                    
subsequent considerations for possible sale of the investment.                  

HIGH YIELD BONDS                                                                
The High Yield Bond Fund invests without limitation in high                     
yield bonds.  The Bond Fund may invest up to 25% of its assets                  
in bonds rated below the four highest grades used by Standard &                 
Poor's or Moody's (frequently referred to as "junk" bonds).                     
These bonds present greater credit and market risks than higher                 
rated bonds. Such risks relate not only to the greater financial                
weakness of the issuers of such securities but also to other                    
factors including:                                                              

o  greater likelihood that an economic downturn or rising                   
interest rates could create financial stress on the                   
issuers of such bonds, possibly resulting in their                    
defaulting on their obligations than is the case with                 
higher-rated bonds;                                                   

o  greater likelihood that redemption or call provisions,                   
if exercised in a period of lower interest rates, would               
result in the bonds being replaced by lower yielding                  
securities;                                                           

o  limited trading markets that may make it more difficult                  
to dispose of the bonds and more difficult to determine               
their fair value.                                                     

REPURCHASE AGREEMENTS                                                           
Each Fund may invest in Repurchase Agreements.  A repurchase                    
agreement is a transaction where a Fund buys a security at one                  
price and simultaneously agrees to sell that same security back                 
to the original owner at a higher price.  None of the Funds                     
engage extensively in repurchase agreements, but each may engage                
in them from time to time. The Adviser reviews the credit-                      
worthiness of the other party to the agreement and must find it                 
satisfactory before engaging in a repurchase agreement. A                       
majority of these agreements will mature in seven days or less.                 
In the event of the bankruptcy of the other party, a Fund could                 
experience delays in recovering its money, may realize only a                   
partial recovery or even no recovery, and may also incur                        
disposition costs.                                                              

REVERSE REPURCHASE AGREEMENTS                                                   
Each Fund may enter into reverse repurchase agreements.  Under                  
reverse repurchase agreements, the Fund transfers possession of                 
Fund securities to banks or broker-dealers in return for cash in                
an amount equal to a percentage of the Fund securities' market                  
value and agrees to repurchase the securities at a future date                  
by repaying the cash with interest.  The Fund retains the right                 
to receive interest and principal payments from the securities                  
while they are in the possession of the financial institutions.                 
While a reverse repurchase agreement is in effect, the Custodian                
(when required) will segregate from other Fund assets an amount                 
of cash or liquid high quality debt obligations equal in value                  
to the repurchase price (including any accrued interest).                       

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS                              
Each Fund except the Money Market Fund may enter into futures                   
contracts for hedging purposes, including protecting the price                  
or interest rate of securities that the Fund intends to buy,                    
that relate to securities in which it may directly invest and                   
indices comprised of such securities and may purchase and write                 
call and put options on such contracts.  Each eligible Fund may                 
invest up to 20% of its assets in such futures and/or options                   
contracts.                                                                      

A financial futures contract is a contract to buy or sell a                     
specified quantity of financial instruments (such as U.S.                       
Treasury bills, notes and bonds, commercial paper and bank                      
certificates of deposit or the cash value of a financial                        
instrument index) at a specified future date at a price agreed                  
upon when the contract is made.  A stock index futures contract                 
is a contract to buy or sell specified units of a stock index at                
a specified future date at a price agreed upon when the contract                
is made.  The value of a unit is based on the current value of                  
the contract index.  Under such contracts no delivery of the                    
actual stocks making up the index takes place.  Rather, upon                    
expiration of the contract, settlement is made by exchanging                    
cash in an amount equal to the difference between the contract                  
price and the closing price of the index at expiration, net of                  
variation margin previously paid.                                               

Substantially all futures contracts are closed out before                       
settlement date or called for cash settlement.  A futures                       
contract is closed out by buying or selling an identical                        
offsetting futures contract.  Upon entering into a futures                      
contract, the Fund is required to deposit an initial margin with                
the Custodian for the benefit of the futures broker.  The                       
initial margin serves as a "good faith" deposit that the Fund                   
will honor their futures commitments.  Subsequent payments                      
(called "variation margin") to and from the broker are made on a                
daily basis as the price of the underlying investment                           
fluctuates.  In the event of the bankruptcy of the futures                      
broker that holds margin on behalf of the Fund, the Fund may be                 
entitled to return of margin owed to it only in proportion to                   
the amount received by the broker's other customers.  The                       
Adviser will attempt to minimize this risk by monitoring the                    
creditworthiness of the futures brokers with which the Fund does                
business.                                                                       

Because the value of an index future depends primarily on the                   
value of its underlying index, the performance of the broad-                    
based contracts will generally reflect broad changes in market                  
prices.  However, because a particular Fund may not be invested                 
in precisely the same proportion as a particular Index, it is                   
likely that the price changes of the Fund's index futures                       
positions will not match the price changes of the Fund's other                  
investments.                                                                    

Options on futures contracts give the purchaser the right to                    
assume a position at a specified price in a futures contract at                 
any time before expiration of the option contract.                              

All Funds except the Money Market Fund may engage in certain                    
limited options strategies as hedging techniques as it relates                  
to options on futures contracts. These options strategies are                   
limited to selling/writing call option contracts on futures                     
contracts on such securities held by the Fund (covered calls).                  
These Funds may purchase call option contracts to close out a                   
position acquired through the sale of a call option. These Funds                
will only write options that are traded on a domestic exchange                  
or board of trade.                                                              

All Funds except the Money Market Fund may write and purchase                   
covered put and call options on securities in which it may                      
directly invest.  Option transactions of the eligible Funds will                
be conducted so that the total amount paid on premiums for all                  
put and call options outstanding will not exceed 5% of the value                
of the Fund's total assets.  Further, the Fund will not write                   
put or call options or combination thereof if, as a result, the                 
aggregate value of all securities or collateral used to cover                   
its outstanding options would exceed 25% of the value of the                    
Fund's total assets.                                                            

A call option is a short-term contract (generally nine months or                
less) which gives the purchaser of the option the right to                      
purchase from the seller of the option (the Fund) the underlying                
security or futures contract at a fixed exercise price at any                   
time prior to the expiration of the option period regardless of                 
the market price of the underlying instrument during the period.                
A futures contract obligates the buyer to purchase and the                      
seller to sell a predetermined amount of a security at a                        
predetermined price at a selected time in the future. A call                    
option on a futures contract gives the purchaser the right to                   
assume a "long" position in a futures contract, which means that                
if the option is exercised the seller of the option (the Fund)                  
would have the legal right (and obligation) to sell the                         
underlying security to the purchaser at the specified price and                 
future time.                                                                    

As consideration for the call option, the buyer pays the seller                 
(the Fund) a premium, which the seller retains whether or not                   
the option is exercised. The selling of a call option will                      
benefit the Fund if, over the option period, the underlying                     
security or futures contract declines in value or does not                      
appreciate to a price higher than the total of the exercise                     
price and the premium. The Fund risks an opportunity loss of                    
profit if the underlying instrument appreciates to a price                      
higher than the exercise price and the premium. When the Adviser                
anticipates that interest rates will increase, the Fund may                     
write call options in order to hedge against an expected decline                
in value of Fund securities.                                                    

The Fund may close out a position acquired through selling a                    
call option by buying a call option on the same security or                     
futures contract with the same exercise price and expiration                    
date as the option previously sold. A profit or loss on the                     
transaction will result depending on the premium paid for buying                
the closing call option. If a call option on a futures contract                 
is exercised, the Fund intends to close out the position                        
immediately by entering into an offsetting transaction or by                    
delivery of the underlying security (or other related                           
securities).                                                                    

Options transactions may increase the Fund's portfolio turnover                 
rate and attendant transaction costs, and may be somewhat more                  
speculative than other investment strategies. It may not always                 
be possible to close out an options position, and with respect                  
to options on futures contracts there is a risk of imperfect                    
correlation between price movements of a futures contract (or                   
option thereon) and the underlying security.                                    

OPTIONS ON SECURITIES INDICES                                                   
The S&P 500 Index Fund, S&P MidCap 400 Index Fund, Russell 2000                 
Small Cap Index Fund, Nasdaq-100 Index Fund, EAFE International                 
Index Fund and the Total Social Impact Fund may purchase or sell                
options on their respective Indexes, subject to the limitations                 
set forth above and provided such options are traded on a                       
national securities exchange or in the over-the-counter market.                 
The Balanced Index Fund may purchase or sell options on the S&P                 
500 Index, subject to the limitations set forth above and                       
provided such options are traded on a national securities                       
exchange or in the over-the-counter market.  Options on                         
securities indices are similar to options on securities except                  
there is no transfer of a security and settlement is in cash.  A                
call option on a securities index grants the purchaser of the                   
call, for a premium paid to the seller, the right to receive in                 
cash an amount equal to the difference between the closing value                
of the index and the exercise price of the option times a                       
multiplier established by the exchange upon which the option is                 
traded.                                                                         

COLLATERALIZED MORTGAGE OBLIGATIONS                                             
The Balanced Index Fund, Lehman Aggregate Bond Index Fund,                      
Everest Fund, Bond Fund, Short-term Government Fund, Money                      
Market Fund and High Yield Bond Fund may invest in                              
collateralized mortgage obligations ("CMOs") or mortgage-backed                 
bonds issued by financial institutions such as commercial banks,                
savings and loan associations, mortgage banks and securities                    
broker-dealers (or affiliates of such institutions established                  
to issue these securities).  To a limited extent, the Funds may                 
also invest in a variety of more risky CMOs, including interest                 
only, principal only, inverse floaters, or a combination of                     
these securities.                                                               

ASSET-BACKED AND MORTGAGE-BACKED SECURITIES                                     
The Balanced Index Fund, Lehman Aggregate Bond Index Fund,                      
Everest Fund, Bond Fund, Money Market Fund and High Yield Bond                  
Fund may invest in asset-backed securities. Asset-backed                        
securities may be classified either as pass-through certificates                
or collateralized obligations.  Pass-through certificates are                   
asset-backed securities which represent an undivided fractional                 
ownership interest in an underlying pool of assets.  Asset-                     
backed securities issued in the form of debt instruments, also                  
known as collateralized obligations, are generally issued as the                
debt of a special purpose entity organized solely for the                       
purpose of owning such assets and issuing such debt.  Asset-                    
backed securities may be of short maturity, such as commercial                  
paper, or longer, such as bonds, and may be issued with only one                
class of security or have more than one class with some classes                 
having rights to payments on the asset-backed security                          
subordinate to the rights of the other classes.  These                          
subordinated classes will take the risk of default before the                   
classes to which they are subordinated.                                         

The High Yield Bond Fund may invest up to 10% of its total                      
assets in asset-backed securities.  The Balanced Index Fund,                    
Lehman Aggregate Bond Index Fund, Everest Fund, Bond Fund and                   
Money Market Fund Market Fund may invest without limitation in                  
asset-backed securities whose characteristics are consistent                    
with the Fund's investment program and are not further limited                  
below.  The credit quality of most asset-backed securities                      
depends primarily on the credit quality of the assets underlying                
such securities, how well the entity issuing the security is                    
insulated from the credit risk of the originator of the debt                    
obligations or any other affiliated entities and the amount and                 
quality of any credit support provided to the securities.  The                  
rate of principal payment on asset-backed securities generally                  
depends on the rate of principal payments received on the                       
underlying assets which in turn may be affected by a variety of                 
economic and other factors.  As a result, the yield on any                      
asset-backed security is difficult to predict with precision and                
actual yield to maturity may be more or less than the                           
anticipated yield to maturity.  In addition, for asset-backed                   
securities purchased at a premium, the premium may be lost in                   
the event of early pre-payment which may result in a loss to the                
Fund.                                                                           

The Balanced Index Fund, Lehman Aggregate Bond Index Fund,                      
Everest Fund, Bond Fund, Short-term Government Fund and High                    
Yield Bond Fund may invest in mortgage-backed securities.                       
Mortgage-backed securities are securities representing interests                
in a pool of mortgages.  Principal and interest payments made on                
the mortgages in the underlying mortgage pool are passed through                
to the Fund.  The High Yield Bond Fund may invest up to 10% of                  
its total assets in mortgage-backed securities.  The Balanced                   
Index Fund, Lehman Aggregate Bond Index Fund, Everest Fund, Bond                
Fund and Short-term Government Fund may invest without                          
limitation in mortgage-backed securities whose characteristics                  
are consistent with the Fund's investment program and are not                   
further limited below.  The actual prepayment experience of a                   
pool of mortgage loans or other obligations may cause the yield                 
realized by the Fund to differ from the yield calculated on the                 
basis of the average life of the pool.  (When a mortgage in the                 
underlying mortgage pool is prepaid, an unscheduled principal                   
prepayment is passed through to the Fund.  This principal is                    
returned to the Fund at par.  As a result, if a mortgage                        
security were trading at a premium, its total return would be                   
lowered by prepayments, and if a mortgage security were trading                 
at a discount, its total return would be increased by                           
prepayments.)  The value of these securities also may change                    
because of changes in the market's perception of the                            
creditworthiness of the federal agency that issued them.  In                    
addition, the mortgage securities market in general may be                      
adversely affected by changes in governmental regulation or tax                 
policies.  In addition, for mortgage-backed securities purchased                
at a premium, the premium may be lost in the event of early                     
prepayment which may result in a loss to the Fund.                              

LENDING FUND SECURITIES                                                         
All Funds except the Money Market Fund may lend portfolio                       
securities with a value up to 33 1/3% of its total assets.  Such                
loans may be terminated at any time.  The Fund will continuously                
maintain collateral equal to at least 100% of the current market                
value (on a daily market-to-market basis) of the loaned                         
securities plus declared dividends and accrued interest.                        
The Fund will retain most rights of beneficial ownership,                       
including the right to receive dividends, interest or other                     
distributions on loaned securities.  Should the borrower of the                 
securities fail financially, the Fund may experience delay in                   
recovering the securities or loss of rights in the collateral.                  
Loans will be made only to borrowers that the Adviser deems to                  
be of good financial standing.                                                  

OTHER INFORMATION                                                               
In addition to the investment policies described above, each                    
Fund's investment program is subject to further restrictions                    
which are described in the Statement of Additional Information.                 
Unless otherwise specified, each Fund's investment objectives,                  
policies and restrictions are not fundamental policies and may                  
be changed without shareholder approval. Shareholder inquiries                  
and requests for the Fund's Statement of Additional Information                 
or annual report should be directed to Summit Mutual Funds, c/o                 
U. S. Bancorp Fund Services, LLC, (888) 259-7565, or at P.O. Box                
701, Milwaukee, WI 53201-0701.                                                  

FUND MANAGEMENT                   

INVESTMENT ADVISER                                                              
The Adviser is Summit Investment Partners, Inc., 312 Elm Street,                
Suite 1212, Cincinnati, Ohio 45202. The Adviser was incorporated                
under the laws of Ohio on August 18, 1986, as successor to the                  
advisory business of Carillon Investments, Inc., the investment                 
adviser for Summit Mutual Funds since 1984. The Adviser is a                    
wholly-owned subsidiary of The Union Central Life Insurance                     
Company ("Union Central"), a mutual life insurance company                      
organized in 1867 under the laws of Ohio. Subject to the                        
direction and authority of Summit Mutual Funds' board of                        
directors, the Adviser manages the investment and reinvestment                  
of the assets of each Fund and provides administrative services                 
and manages Summit Mutual Funds' business affairs.                              

Gary R. Rodmaker, CFA and David M. Weisenburger, CFA lead the                   
team primarily responsible for the day-to-day management of the                 
S&P 500 Index Fund, S&P MidCap 400 Index Fund, Russell 2000                     
Small Cap Index Fund, Nasdaq-100 Index Fund, EAFE International                 
Index Fund, Balanced Index Fund and Lehman Aggregate Bond Index                 
Fund.                                                                           

Mr. Rodmaker is Managing Director - Fixed Income of the Adviser                 
and has been affiliated with the Adviser and Union Central since                
1989.  Mr. Weisenburger is the Portfolio Manager of the Adviser                 
and has been affiliated with the Adviser and Union Central since                
July, 1996.                                                                     

Stephen J. Dillenburg, CFA and Mr. Weisenburger lead the team                   
primarily responsible for the day-to-day management of the Total                
Social Impact Fund.                                                             

Mr. Dillenburg is a Managing Partner of the Adviser and has been                
affiliated with the Adviser and Union Central since November,                   
1999.  Prior thereto, he was Director of Socially Responsible                   
Investing at Scudder Kemper Investments, Inc.                                   

James R. McGlynn leads the team primarily responsible for the                   
day-to-day management of the Everest Fund. Mr. McGlynn, prior to                
joining the Adviser and Union Central on December 1, 1999, was                  
employed by Tom Johnson Investment Management in Oklahoma, where                
he served since May, 1991, as Vice President and Co-Portfolio                   
Manager for the UAM TJ Core Equity Fund.                                        

Mr. Rodmaker and Michael J. Schultz lead the team primarily                     
responsible for the day-to-day management of the Bond Fund. Mr.                 
Schultz is Managing Director - Fixed Income of the Adviser and                  
has been affiliated with the Adviser and Union Central since                    
1992.                                                                           

Mr. Schultz leads the team primarily responsible for the day-to-                
day management of the Short-term Government Fund.                               

Mr. Rodmaker leads the team primarily responsible for the day-                  
to-day management of the High Yield Bond Fund.                                  

ADVISORY FEE                                                                    
The Fund pays the Adviser, as full compensation for all                         
facilities and services furnished, a monthly fee computed                       
separately for each Fund on a daily basis, at an annual rate, as                
follows:                                                                        

                                                                [Download Table]

Fund                                Advisory Fee                                
                                                                                
S&P 500 Index Fund                  .30% of the current value of the net assets.
S&P MidCap 400 Index Fund           .30% of the current value of the net assets.
Russell 2000 Small Cap Index Fund   .35% of the current value of the net assets.
Nasdaq-100 Index Fund               .35% of the current value of the net assets.
EAFE International Index Fund       .56% of the current value of the net assets.
Total Social Impact Fund            .45% of the current value of the net assets.
Balanced Index Fund                 .30% of the current value of the net assets.
Lehman Aggregate Bond Index Fund    .30% of the current value of the net assets.
Everest Fund                        .64% of the current value of the net assets.
Bond Fund                           .47% of the current value of the net assets.
Short-term Government Fund          .45% of the current value of the net assets.
Money Market Fund                   .35% of the current value of the net assets.
High Yield Bond Fund                .65% of the current value of the net assets.


The effective rates paid by each Fund are set forth in the "Fees                
and Expenses of the Fund" section on page 37.                                   

SUBADVISERS                                                                     
World Asset Management, a division of Munder Capital Management,                
255 E. Brown Street, Suite 250, Birmingham, Michigan 48009, is                  
the investment subadviser to the EAFE International Index Fund.                 
Munder Capital is a general partnership with Munder Capital                     
employees owning a minority interest and Comerica Bank owning                   
the majority interest.                                                          

Deutsche Investment Management Americas Inc. ("DIMA") is the                    
investment subadviser to the Money Market Fund.  DIMA is part of                
the Deutsche Asset Management Group (DeAM"), the world's largest                
asset management firm based on assets under management.  As of                  
December 31, 2002, DeAM had $742 billion in assets and DIMA had                 
$391.1 billion in assets under management.                                      

Each Subadviser provides, subject to the Adviser=s direction, a                 
portion of the investment advisory services for which the                       
Adviser is responsible.  The services include investment                        
research and advice with respect to securities, investments and                 
cash equivalents in the Fund.                                                   

As compensation for its services, World Asset Management                        
receives a monthly fee computed on a daily basis, at an annual                  
rate, equal to .10% of the current value of the Fund's net                      
assets.  The fee is paid by the Adviser, not the Fund.                          

As compensation for its services, DIMA receives a monthly fee                   
computed on a daily basis, at an annual rate, equal to .20% of                  
the first $50,000,000, .15% of the next $200,000,000, .12% of                   
the next $750,000,000, and .10% of all over $1 billion of the                   
current value of the net assets.  The fee is paid by the                        
Adviser, not the Fund.                                                          

EXPENSES                                                                        
The Fund's expenses are deducted from total income before                       
dividends are paid. These expenses, which are accrued daily,                    
include: the fee of the Adviser; taxes; legal, dividend                         
disbursing, bookkeeping and transfer agent, custodian and                       
auditing fees; and printing and other expenses relating to the                  
Fund's operations which are not expressly assumed by the Adviser                
under its investment advisory agreement with the Fund. Certain                  
expenses are paid by the particular Fund that incurs them, while                
other expenses are allocated among the Funds on the basis of                    
their relative size (i.e., the amount of their net assets).  The                
Adviser will pay any expenses of the Short-term Government Fund,                
other than the advisory fee for that Fund, to the extent that                   
such expenses exceed .28% of that Fund's net assets.  The                       
Adviser will pay any expenses of the S&P 500 Index Fund, the S&P                
MidCap 400 Index Fund, the Balanced Index Fund, the Nasdaq-100                  
Fund, the Total Social Impact Fund and the Lehman Aggregate Bond                
Index Fund, other than the advisory fee for that Fund, to the                   
extent that such expenses exceed .30% of that Fund's net assets.                
The Adviser will pay any expenses of the Money Market Fund,                     
other than the advisory fee for that Fund, to the extent that                   
such expenses exceed .10% of that Fund's net assets. The Adviser                
will pay any expenses of the Russell 2000 Small Cap Index Fund,                 
other than the advisory fee for that Fund, to the extent that                   
such expenses exceed .40% of that Fund's net assets. The Adviser                
will pay any expenses of the EAFE International Index Fund,                     
other than the advisory fee for that Fund, to the extent that                   
such expenses exceed .69% of that Fund's net assets.  The                       
Adviser will pay any expenses of the Nasdaq-100 Index Fund Class                
F and the Total Social Impact Fund Class F, other than the                      
advisory fee for the Fund, to the extent that such expenses                     
exceed .55% of that Fund's net assets.                                          

CAPITAL STOCK                                                                   
Summit Mutual Funds currently offers twenty-two series of stock,                
one for each of twenty-two funds that are offered, and two                      
classes of stock of the three funds among the twenty-two funds                  
(Nasdaq-100 Index Fund, Total Social Impact Fund and Everest                    
Fund) that also are offered subject to a Distribution and                       
Shareholder Service (12b-1) Plan.  Shares (including fractional                 
shares) of each fund have equal rights with regard to voting,                   
redemptions, dividends, distributions, and liquidations with                    
respect to that fund. When issued, shares are fully paid and                    
nonassessable and do not have preemptive or conversion rights or                
cumulative voting rights.                                                       

SHAREHOLDER INFORMATION                       

DISTRIBUTION AND SHAREHOLDER SERVICE PLAN (12b-1) PLAN                          
Summit Mutual Funds has established a new class of shares that                  
is subject to a Distribution and Shareholder Service Plan                       
approved by the Company's Board of Directors on March 1, 2002.                  
The three Funds offering the new class of shares are:                           

1) Everest Fund Class F                                               
2) Nasdaq-100 Index Fund Class F                                      
3) Total Social Impact Fund Class F (each a                           
"Distribution Plan Class")                                      

Each Distribution Plan Class pays the Distributor, Carillon                     
Investments, Inc., a fee for payments the Distributor makes to                  
banks, financial planners, retirement plan service providers,                   
broker/dealers and other institutions for distribution                          
assistance and/or shareholder services in connection with the                   
Distribution Plan Class shares.  The fee will not exceed, on an                 
annual basis, 0.25% of the average daily net asset value of each                
Distribution Plan Class.  Because the fee is paid out of the                    
assets of the Distribution Plan Class on an ongoing basis, over                 
time, the fee will increase the cost and reduce the return of an                
investment and may cost you more than paying other types of                     
sales charges.  During the three-month period ended September                   
30, 2002, the three Funds paid $0 to Carillon Investments in                    
fees pursuant to the Distribution and Shareholder Service Plan.                 

The Adviser or Distributor may pay additional fees to                           
institutions out of their own assets in exchange for sales                      
and/or administrative services performed on behalf of the                       
institution's customers.                                                        

PRICING OF FUND SHARES                                                          
The net asset value of the Funds' shares is determined once                     
daily, Monday through Friday as of the close of regular trading                 
on the New York Stock Exchange (normally 4:00 p.m. Eastern                      
Time), on days there are purchases or redemptions of Fund                       
shares.  The net asset value will not be determined when the New                
York Stock Exchange is closed (for example, on national                         
holidays), or on any day on which changes in the value of the                   
portfolio securities of the Funds are immaterial.  The net asset                
value is calculated by adding the values of all securities and                  
other assets of a Fund, subtracting liabilities and expenses,                   
and dividing the resulting figure by the number of the Fund's                   
outstanding shares.  Expenses, including the advisory fee                       
payable to the Adviser, are charged to each Fund daily.                         

Securities held by each Fund are valued at market price.                        
Securities and assets for which market quotations are not                       
readily available are valued at fair value as determined in good                
faith by, or under procedures adopted by, the Board of                          
Directors.  Money market instruments maturing in 60 days or less                
are valued at the amortized cost method.                                        

Sometimes foreign securities markets are open on days when U.S.                 
markets are closed.  Because some Funds holds foreign                           
securities, there may be days when the net asset value of Fund                  
shares changes even when the shares are not priced, and Fund                    
shareholders cannot purchase or redeem shares.                                  

PURCHASE OF SHARES                                                              
Shares of the Funds are offered and sold on a continuous basis                  
by the distributor for the Funds, Carillon Investments, Inc.                    
(the "Distributor"), which is affiliated with the Adviser. The                  
Distributor is a registered broker-dealer with offices at 1876                  
Waycross Road, Cincinnati, Ohio 45240.                                          

Not all of the Funds may be available for sale in a particular                  
state.  Please consult a registered representative in your state                
or the Distributor for information on the availability of the                   
Funds.                                                                          

MINIMUM INVESTMENTS                                                             
The minimum initial investment for shares in a Fund is                          

1) $5,000;  or                                                        

2) $1,000 ($500 in the case of an Individual Retirement               
Account) if the purchaser of shares is any one of the           
following:                                                      
a) Directors, officers, current or retired employees            
("employees"), or agents of The Union Central Life        
Insurance Company ("Union Central"), or affiliates        
thereof, or their spouses or dependents; or               
b) Directors, officers, employees, or agents of broker-         
dealers that have entered into selling agreements         
with the Distributor relating to the Funds, or            
their spouses or dependents; or                           
c) Directors, officers, employees, or affiliates of             
Summit Mutual Funds or investment advisers or sub-        
advisers or distributors thereof, or their spouses        
or dependents.                                            

The minimum subsequent investment is $50.                                       

BUYING SHARES                                                                   
Purchase requests accompanied by a check or wire payment for any                
Fund which are received by the transfer agent before 4:00 p.m.                  
Eastern Time on a business day for the Funds will be                            
executed the same day, at that day's closing price, provided                    
that payment is received by the close of regular trading hours.                 
Orders received after 4:00 p.m. Eastern Time and orders for                     
which payment is not received by the close of regular trading                   
hours on the New York Stock Exchange will be executed on the                    
next business day after receipt of both order and payment in                    
proper form.                                                                    

                                                        [Enlarge/Download Table]
         F                                                                                 

OPENING AN ACCOUNT                             ADDING TO AN ACCOUNT                        
                                                                                           
BY MAIL                                        BY MAIL                                     

Complete an application and mail it along      Make your check payable to Summit Mutual    
with a check payable to Summit Mutual          Funds. Please include your sixteen-         
Funds, to:                                     digit account number on your check          
The Summit Mutual Funds                        and mail it to the address at the left.     
c/o U. S. Bancorp Fund Services, LLC                                                       
P.O. Box 701                                                                               
Milwaukee, WI 53201-0701.                                                                  
For overnight or express delivery, mail to:                                                
The Summit Mutual Funds                                                                    
c/o U. S. Bancorp Fund Services, LLC                                                       
615 East Michigan Street, 3rd Floor                                                        
Milwaukee, WI 53202-5207.                                                                  

AUTOMATICALLY                                  AUTOMATICALLY                               
Call 1-888-259-7565 to obtain a purchase       Complete a Periodic Investment Plan         
application, which includes information for    Application to automatically purchase       
a Periodic Investment Plan.                    more shares.                                

BY WIRE                                        BY WIRE                                     
Call 1-888-259-7565 prior to sending           Call 1-888-259-7565 prior to sending        
the wire in order to obtain a                  the wire in order to obtain a               
confirmation number and to                     confirmation number and to                  
ensure prompt and accurate handling            ensure prompt and accurate handling         
of funds. Ask your bank to transmit            of funds. Ask your bank to transmit         
immediately available funds  by wire           immediately available funds  by wire        
in the amount of your purchase to:             as described at the left.                   
U.S. Bancorp                                                                               
777 East Wisconsin Avenue                      Please include your sixteen-digit           
Milwaukee, WI 53202ABA Number: 075000022       account number.                             
Credit to: U. S. Bancorp Fund                  The Summit Mutual Funds and its transfer    
Services, LLC                                  agent are not responsible for the           
Account Number: 112-952-137                    consequences of delays resulting            
Further credit to: Summit Mutual Funds         from the banking or Federal Reserve         
(account name and account number)              Wire system, or from incomplete             
Summit Mutual Funds and its transfer           wiring instructions.                        
agent are not responsible                                                                  
for the consequences of delays                                                             
resulting from the banking or Federal                                                      
Reserve Wire system, or from                                                               
incomplete wiring instructions.                                                            

INTERNET                                       INTERNET                                    
Complete an application online at              Call 1-888-259-7565 for a temporary PIN     
www.summitfunds.com.  You must also mail       number. This number will allow you to       
the signed application along with a            transact online at www.summitfunds.com.     
check payable to Summit Mutual Funds to:       You will be asked to change this nubmer the 
The Summit Mutual Funds                        first time that you log on.                 
c/o U. S. Bancorp Fund Services, LLC           Please make sure that your account is set up
P.O. Box 701                                   with bank account instructions to wire funds
Milwaukee, WI 53201-0701.                      for purchases. Also, you must indicate on   
For overnight or express delivery, mail to:    your apllication that telephone transactions
The Summit Mutual Funds                        are suthorized in order to complete internet
c/o U. S. Bancorp Fund Services, LLC           transactions.                               
615 East Michigan Street, 3rd Floor                                                        
Milwaukee, WI 53202-5207.                                                                  

Please be sure to indicate on the application                                              
that you wish to have telephone and internet                                               
transaction privileges.                                                                    

BY TELEPHONE EXCHANGE                          TELEPHONE EXCHANGE                          
Call 1-888-259-7565 to exchange from           Call 1-888-259-7565 to exchange from        
another Summit Mutual Funds account with       another Summit Mutual Funds account with    
the same registration including name,          the same registration including name,       
address and taxpayer ID number.                address and taxpayer ID number.             


---------------------------------------------------------------                 
PLEASE NOTE: All checks must be drawn on a bank located within                  
the United States and must be payable in U.S. dollars to Summit                 
Mutual Funds. A $25 fee will be imposed by the Funds' transfer                  
agent if any check used for investment in an account does not                   
clear, and the investor involved will be responsible for any                    
loss incurred by a Fund. Prior to the transfer agent receiving a                
completed application, investors may make an initial investment.                
However, redemption proceeds will not be paid until the transfer                
agent has received the completed application.                                   
---------------------------------------------------------------                 
ADDITIONAL INFORMATION ON BUYING SHARES                                         

o  The Funds will not accept payment in cash or third party                     
checks for the purchase of shares.                                        

o  Each Fund reserves the right to reject or refuse, in its                     
discretion, any order for the purchase of the Funds'                      
shares, in whole or in part.                                              

o  Federal regulations require that each investor provide a                     
Social Security number or other certified taxpayer                        
identification number upon opening or reopening an account.               
The Funds reserve the right to reject applications without                
such a number or an indication that a number has been                     
applied for. If a number has been applied for, the number                 
must be provided and certified within sixty days of the                   
date of the application. Any accounts opened without a                    
proper number will be subject to backup withholding at a                  
rate of 31% on all liquidations and dividend and capital                  
gain distributions.                                                       

o  Payment for shares of a Fund in the amount of $1,000,000                     
or more may, at the discretion of the Adviser, be made in                 
the form of securities that are permissible investments                   
for the respective Fund.                                                  

REDEMPTION OF SHARES                                                            

SELLING SHARE                                                                   
Redemption requests for any of the Funds received by the                        
transfer agent before the close of regular trading on the New                   
York Stock Exchange (normally 4:00 p.m. Eastern Time) on a                      
business day for the Funds will be executed the same day, at                    
that day's closing price. Orders received after the close will                  
receive the next business day's closing price.                                  

If the redemption amount exceeds $50,000, or if the proceeds are                
to be sent elsewhere than the address of record, or the address                 
of record has been changed by telephone within the preceding 15                 
days, each signature must be guaranteed in writing by either a                  
commercial bank that is a member of the FDIC, a trust company, a                
credit union, a savings association, a member firm of a national                
securities exchange or other eligible guarantor institution.                    

BY TELEPHONE                                                                    
Call 1-888-259-7565 with your account name, sixteen-digit                       
account number and amount of redemption (minimum $500).                         
Redemption proceeds will only be sent to a shareholder's address                
or bank account of a commercial bank located within the United                  
States as shown on the transfer agent's records. (Available only                
if telephone redemptions have been authorized on the account                    
application and if there has been no change of address by                       
telephone within the preceding 15 days).                                        

BY MAIL                                                                         
Mail your instructions to Summit Mutual Funds, P.O. Box 3011,                   
Milwaukee, WI 53201-3011 (via overnight delivery to 615 E.                      
Michigan Street, Milwaukee, WI 53202).  Include the number of                   
shares or the amount to be redeemed, your sixteen-digit account                 
number and Social Security number or other taxpayer                             
identification number. Your instructions must be signed by all                  
persons required to sign for transactions exactly as their names                
appear on the account.                                                          

INTERNET                                                                        
Call 1-888-259-7565 for a temporary PIN number.  This number                    
will allow you to make transactions online at                                   
www.summitfunds.com.                                                            

Redemption proceeds will only be sent to a shareholder's address                
or bank account of a commercial bank located within the United                  
States as shown on the transfer agent's records.  (Available                    
only if telephone redemptions have been authorized on the                       
account application and if there has been no change of address                  
within the preceding 15 days.)                                                  

AUTOMATICALLY                                                                   
Call 1-888-259-7565 for a Systematic Withdrawal Plan application                
($5,000 account minimum and $50 minimum per transaction).                       
---------------------------------------------------------------                 
Guarantees must be signed by an eligible guarantor institution                  
and "Signature Guaranteed" must appear with the signature.                      
---------------------------------------------------------------                 
The Funds may require additional supporting documents for                       
redemptions made by corporations, executors, administrators,                    
trustees and guardians. A redemption request will not be deemed                 
to be properly received until the transfer agent receives all                   
required documents in proper form.                                              
---------------------------------------------------------------                 

ADDITIONAL TRANSACTION INFORMATION                                              

TELEPHONE REQUESTS                                                              
In order to arrange for telephone redemptions after you have                    
opened your account or to change the bank or account designated                 
to receive redemption proceeds, send a written request to the                   
U.S. Bancorp Fund Services, LLC or contact your registered                      
representative. Each shareholder of the account must sign the                   
request. The Funds may request further documentation from                       
corporations, executors, administrators, trustees and guardians.                

The Funds reserve the right to modify or terminate telephone                    
redemption privileges at any time if they believe it is                         
advisable to do so.                                                             

DURING PERIODS OF SUBSTANTIAL ECONOMIC OR MARKET CHANGE,                        
TELEPHONE REDEMPTIONS MAY BE DIFFICULT TO IMPLEMENT. IF A                       
SHAREHOLDER IS UNABLE TO CONTACT THE TRANSFER AGENT BY                          
TELEPHONE, SHARES MAY ALSO BE REDEEMED BY DELIVERING THE                        
REDEMPTION REQUEST TO THE TRANSFER AGENT.                                       

In an effort to prevent unauthorized or fraudulent purchase and                 
redemption requests by telephone or internet, U. S. Bancorp                     
employs reasonable procedures to confirm that such instructions                 
are genuine. Among the procedures used to determine                             
authenticity, investors electing to transact by telephone will                  
be required to provide their account number (unless opening a                   
new account). Investors electing to transfer by internet must                   
enter a personal identification number (PIN). All telephone                     
transactions will be recorded and confirmed in writing.                         
Statements of accounts shall be conclusive if not objected to in                
writing within 10 days after transmitted by mail. Summit Mutual                 
Funds may implement other procedures from time to time. If                      
reasonable procedures are not implemented, Summit Mutual Funds                  
may be liable for any loss due to unauthorized or fraudulent                    
transactions. In all other cases, the shareholder is liable for                 
any loss for unauthorized transactions.                                         

INTERNET OPTIONS                                                                
Internet exchange privileges automatically apply to each                        
shareholder who holds telephone exchange privileges and who has                 
requested a temporary PIN from a shareholder service                            
representative.  All internet transaction privileges are ONLY                   
available if the shareholder has elected telephone and internet                 
privileges for those same transactions.                                         

ADDITIONAL REDEMPTION INFORMATION                                               
The Funds will make payment for redeemed shares typically within                
one or two business days, but no later than the seventh day                     
after receipt by the transfer agent of a request in proper form,                
except as provided by SEC rules.  However, if any portion of the                
shares to be redeemed represents an investment made by check,                   
the funds will delay the payment of the redemption proceeds                     
until the transfer agent is reasonably satisfied that the check                 
has been collected, which may take twelve days from the purchase                
date. An investor must have filed a purchase application before                 
any redemption requests can be paid.                                            

ACCOUNTS BELOW THE MINIMUM BALANCE                                              
If your account falls below $1,000, the Funds may redeem your                   
account. The Fund will impose no charge and will give you sixty                 
days' written notice prior to any redemption.                                   

REDEMPTION IN KIND                                                              
Each Fund intends to pay cash for all shares redeemed, unless                   
the redemption request is for more than $250,000 or 1% of the                   
net assets of a Fund by a single shareholder over any 90-day                    
period. If such a redemption request is presented and the Fund                  
deems it to be detrimental to existing shareholders to pay the                  
redemption in cash, the Fund may pay all or part of the                         
redemption in the Fund's portfolio securities at their then-                    
current market value equal to the redemption price. If you                      
received securities in kind and converted them to cash, you                     
would incur brokerage costs. Redemptions in kind, like all                      
redemptions, are taxable transactions.                                          

EXCHANGE OF SHARES                                                              
Without a sales charge, you may exchange shares of a Fund for                   
shares of another Fund. An exchange is treated as a redemption                  
of Fund Shares, and a purchase of another Fund's shares.                        

For federal income tax purposes, an exchange of shares is a                     
taxable event and, accordingly, an investor may realize a                       
capital gain or loss. Before making an exchange request, an                     
investor should consult a tax or other financial adviser to                     
determine the tax consequences of a particular exchange. No                     
exchange fee is currently imposed by Summit Mutual Funds on                     
exchanges. However, Summit Mutual Funds reserves the right to                   
impose a charge in the future.  Summit Mutual Funds reserves the                
right to reject any exchange request with prior notice to a                     
shareholder and the exchange privilege may be modified or                       
terminated at any time. At least sixty days' notice will be                     
given to shareholders of any material modification or                           
termination except where notice is not required under SEC                       
regulations. Also keep in mind:                                                 

o  Exchanges are available only in states where exchanges may                   
be legally made.                                                          

o  The minimum amount which may be exchanged is the lesser of                   
$1,000 or all the shares of that Fund.                                    

o  If any portion of the shares to be exchanged represents an                   
investment made by check, a Fund will delay the acquisition               
of new shares in an exchange until the transfer agent is                  
reasonably satisfied that the check has been collected,                   
which may take up to twelve days from the purchase date.                  

o  It may be difficult to make telephone exchanges in times of                  
drastic economic or market changes.                                       

EXCESSIVE TRADING                                                               
The Adviser may bar excessive traders from purchasing shares of                 
a Fund.  Frequent trades, involving either substantial Fund                     
assets or a substantial portion of your account or accounts                     
controlled by you, can disrupt management of the Fund and raise                 
its expenses. The Fund defines "excessive trading" as exceeding                 
one purchase and sale involving the Funds within any 120-day                    
period. For example, assume you are invested in a Fund. You can                 
move substantial assets from that Fund to another Fund and,                     
within the next 120 days, sell your shares in that Fund to                      
return to the first Fund.  If you exceed the number of trades                   
described above, you may be barred indefinitely from further                    
purchases of shares of the Funds. Two types of transactions are                 
exempt from the excessive trading guidelines: (1) redemptions                   
that are not part of exchanges; and (2) systematic purchases or                 
redemptions made through an automatic investment plan or an                     
automatic withdrawal plan.                                                      

SHAREHOLDER REPORTS                                                             
Shareholders will be provided with a report showing portfolio                   
investments and other information at least semiannually; and                    
after the close of a Fund's fiscal year with an annual report                   
containing audited financial statements. To eliminate                           
unnecessary duplication, only one copy of shareholder reports                   
will be sent to shareholders with the same mailing address.                     
Shareholders may request duplicate copies free of charge.                       

Account statements generally will be mailed after each purchase,                
reinvestment of dividends and redemption. Statements of accounts                
shall be conclusive if not objected to in writing within 10 days                
after transmitted by mail. Generally, the Fund does not send                    
statements for Funds held in brokerage, retirement or other                     
similar accounts.                                                               

AUTOMATED TELERESPONSE SERVICE                                                  
Shareholders using a touch-tone telephone can access information                
on the Funds twenty-four hours a day, seven days a week. When                   
calling U. S. Bancorp Fund Services, LLC at 1-888-259-7565,                     
shareholders may choose to use the automated information feature                
or, during regular business hours (8:00 a.m. to 7:00 p.m.                       
Central time, Monday through Friday), speak with a U. S. Bancorp                
representative.                                                                 

INTERNET SERVICES                                                               
You may also access information about the Funds and your account                
balances by visiting our website at www.summitfunds.com.                        

RETIREMENT PLANS                                                                
The Fund offers individual retirement accounts including SIMPLE                 
and SEP IRAs. For details concerning Retirement Accounts                        
(including service fees), please call U. S. Bancorp Fund                        
Services, LLC at 1-888-259-7565.                                                

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS                   

Dividends from net investment income of the Money Market Fund                   
are declared daily and paid monthly.  Dividends from net                        
investment income of the other Funds are declared and paid as                   
follows:                                                                        

                                                                [Download Table]

Annually:                           Quarterly:                      
                                                                    
S&P 500 Index Fund                  Balanced Index Fund             
S&P MidCap 400 Index Fund           Lehman Aggregate Bond Index Fund
Russell 2000 Small Cap Index Fund   Bond Fund                       
Nasdaq-100 Index Fund               Short-term Government Fund      
EAFE International Index Fund       High Yield Bond Fund            
Total Social Impact Fund                                            
Everest Fund                                                        

Any capital gains are distributed annually. Your dividends and                  
capital gains distributions will be reinvested automatically in                 
additional shares unless you notify Summit Mutual Funds that you                
elect to receive distributions in cash. Class F shares may pay                  
lower dividends due to their higher levels of operating                         
expenses.                                                                       

If you have elected to receive dividends and/or capital gain                    
distributions in cash and the postal or other delivery service                  
is unable to deliver checks to your address of record, your                     
distribution option will automatically be converted to having                   
all dividend and other distributions reinvested in additional                   
shares. No interest will accrue on amounts represented by                       
uncashed distribution or redemption checks.                                     

FEDERAL TAXES                 

Each Fund contemplates declaring as dividends each year all, or                 
substantially all, of its taxable income, including its net                     
capital gain (the excess of long-term capital gain over short-                  
term capital loss). You will be subject to income tax on these                  
distributions regardless of whether they are paid in cash or                    
reinvested in additional Fund shares. Distributions attributable                
to the net long-term capital gains of a Fund will be taxable to                 
you as long-term capital gain, regardless of how long you have                  
held your Fund shares. Other Fund distributions will generally                  
be taxable as ordinary income. You will be notified annually of                 
the tax status of distributions to you.                                         

You should note that if you purchase Fund shares just prior to a                
dividend or capital gain distribution, the purchase price will                  
reflect the amount of the upcoming dividend or distribution, but                
you will be taxable on the entire amount of the dividend or                     
distribution received, even though, as an economic matter, the                  
dividend or distribution simply constitutes a return of capital.                
This is known as "buying into a dividend."                                      

You will recognize taxable gain or loss on a sale, exchange or                  
redemption of your Fund shares, including an exchange for Fund                  
shares of another Fund, based on the difference between your tax                
basis in the Fund shares and the amount you receive for them.                   
(To aid in computing your tax basis, you generally should retain                
your account statements for the periods during which you held                   
Fund shares.) Any loss realized on Fund shares held for six                     
months or less will be treated as a long-term capital loss to                   
the extent of any capital gain dividends that were received on                  
the Fund shares.                                                                

The one major exception to these tax principles is that                         
distributions on, and sales, exchanges and redemptions of, Fund                 
shares held in an IRA (or other tax-qualified plan) will not be                 
currently taxable.                                                              

The foregoing is only a summary of certain tax considerations                   
under current law, which may be subject to change in the future.                
You should consult your tax adviser for further information                     
regarding federal, state, local and/or foreign tax consequences                 
relevant to your specific situation.                                            

STATE AND LOCAL TAXES                   

Shareholders may also be subject to state and local taxes on                    
distributions and redemptions. State income taxes may not apply,                
however, to the portions of each Fund's distributions, if any,                  
that are attributable to interest on Federal securities or                      
interest on securities of the particular state. Shareholders                    
should consult their tax advisers regarding the tax status of                   
distributions in their state and locality.                                      

S&P, FRANK RUSSELL, NASDAQ, EAFE AND TOTAL SOCIAL IMPACT                        
DISCLAIMERS                                                                     

The S&P 500 Index is an unmanaged index of common stocks                        
comprised of 500 industrial, financial, utility and                             
transportation companies. "Standard & Poor's(RP", "S&P(R) ",                    
"S&P 500(R) ", "Standard & Poor's 500", "500", "S&P MidCap 400                  
Index", and "Standard & Poor's MidCap 400 Index" are trademarks                 
of The McGraw-Hill Companies, Inc. and have been licensed for                   
use by Summit Mutual Funds. Summit Mutual Funds is not                          
sponsored, endorsed, sold or promoted by Standard & Poor's                      
("S&P"). S&P makes no representation or warranty, express or                    
implied, to the beneficial owners of Summit Mutual Funds or any                 
member of the public regarding the advisability of investing in                 
securities generally or in Summit Mutual Funds particularly or                  
the ability of the S&P 500 Index or the S&P MidCap 400 Index to                 
track general stock market performance. S&P's only relationship                 
to Summit Mutual Funds is the licensing of certain trademarks                   
and trade names of S&P and of the S&P 500 Index and the S&P                     
MidCap 400 Index which is determined, composed and calculated by                
S&P without regard to Summit Mutual Funds or the Funds. S&P has                 
no obligation to take the needs of Summit Mutual Funds or the                   
beneficial owners of the Funds into consideration in                            
determining, composing or calculating the S&P 500 Index and the                 
S&P MidCap 400 Index. S&P is not responsible for and has not                    
participated in the determination of the prices and amount of                   
the Funds or the timing of the issuance or sale of the Funds or                 
in the determination or calculation of the equation by which the                
Funds are to be converted into cash. S&P has no obligation or                   
liability in connection with the administration, marketing or                   
trading of Summit Mutual Funds.                                                 

The Russell 2000 Index is a trademark/service mark of the Frank                 
Russell Company.  Russell is a trademark of the Frank Russell                   
Company.  Summit Mutual Funds and the Russell 2000 Small Cap                    
Index Fund are not promoted, sponsored or endorsed by, nor in                   
any way affiliated with Frank Russell Company.  Frank Russell is                
not responsible for and has not reviewed the Prospectus, and                    
Frank Russell makes no representation or warranty, express or                   
implied, as to its accuracy, or completeness, or otherwise.                     

Frank Russell Company reserves the right, at any time and                       
without notice, to alter, amend, terminate or in any way change                 
its Index.  Frank Russell has no obligation to take the needs of                
any particular fund or its participants or any other product or                 
person into consideration in determining, composing or                          
calculating the Index.                                                          

Frank Russell Company's publication of the Index in no way                      
suggests or implies an opinion by Frank Russell Company as to                   
the attractiveness or appropriateness of the investment in any                  
or all securities upon which the Index is based.  FRANK RUSSELL                 
COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO                   
THE ACCURACY, COMPLETENESS, RELIABILITY, OR OTHERWISE OF THE                    
INDEX OR DATA INCLUDED IN THE INDEX.  FRANK RUSSELL COMPANY                     
MAKES NO REPRESENTATION OR WARRANTY REGARDING THE USE, OR THE                   
RESULTS OF USE, OF THE INDEX OR ANY DATA INCLUDED THEREIN, OR                   
ANY SECURITY (OR COMBINATION THEREOF) COMPRISING THE INDEX.                     
FRANK RUSSELL COMPANY MAKES NO OTHER EXPRESS OR IMPLIED                         
WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND,                     
INCLUDING, WITHOUT MEANS OF LIMITATION, ANY WARRANTY OF                         
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT                
TO THE INDEX OR ANY DATA OR ANY SECURITY (OR COMBINATION                        
THEREOF) INCLUDED THEREIN.                                                      

"Nasdaq" and related marks are trademarks or service marks of                   
The Nasdaq Stock Market, Inc. "Nasdaq" and have been licensed                   
for use for certain purposes by Summit Mutual Funds, Inc. and                   
the Nasdaq-100 Index Fund.  The Nasdaq-100 Index is composed and                
calculated by Nasdaq without regard to Summit Mutual Funds.                     
Nasdaq makes no warranty, express or implied, and bears no                      
liability with respect to the Nasdaq-100 Index Fund.  Nasdaq                    
makes no warranty, express or implied, and bears no liability                   
with respect to Summit Mutual Funds, its use, or any data                       
included therein.                                                               

The EAFE International Index Fund is not sponsored, endorsed,                   
sold or promoted by Morgan Stanley Capital International                        
("MSCI") or any affiliate of MSCI.  Neither MSCI nor any other                  
party makes any representation or warranty, express or implied,                 
to the owners of this fund or any member of the public regarding                
the advisability of investing in funds generally or in this fund                
particularly or the ability of the EAFE index to track general                  
stock market performance.  MSCI is the licensor of certain                      
trademarks, service marks and trade names of MSCI and of the                    
EAFE index which is determined, composed and calculated by MSCI                 
without regard to the issuer of this fund.  MSCI has no                         
obligation to take the needs of the issuer of this fund or the                  
owners of this fund into consideration in determining, composing                
or calculating the EAFE index. MSCI is not responsible for and                  
has not participated in the determination of the timing of,                     
prices at, or quantities of this fund to be issued or in the                    
determination or calculation of the equation by which this fund                 
is redeemable for cash.  Neither MSCI nor any other party has                   
any obligation or liability to owners of this fund in connection                
with the administration, marketing or trading of this fund.                     

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR                  
USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI                   
CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES                 
THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA                 
INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY                    
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY                   
LICENSEE, LICENSEE'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE                
FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES                
OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS                      
LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY                   
OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI                   
HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR                 
FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR                 
ANY DATA INCLUDED THEREIN.  WITHOUT LIMITING ANY OF THE                         
FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY                   
LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE,                          
CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN                
IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.                                 

The Total Social Impact Fund  is not sponsored, endorsed, sold                  
or promoted by The Total Social Impact Foundation, Inc. ("TSI").                
TSI makes no representation or warranty, express or implied, to                 
the owners of this Fund or any member of the public regarding                   
the advisability of investing in securities generally or in the                 
Fund particularly or the ability of The Total Social Impact                     
Ratings ("TSI Ratings") to track general stock market                           
performance. TSI's only relationship to Summit Investment                       
Partners, Inc. and Summit Mutual Funds is the licensing of                      
certain trademarks and trade names of the TSI and of the TSI                    
Ratings which are determined, composed and calculated by TSI                    
without regard to Summit Investment Partners, Inc. or this Fund.                
TSI has no obligation to take the needs of the Summit Investment                
Partners, Inc., Summit Mutual Funds or the owners of this Fund                  
into consideration in determining, encompassing or calculating                  
the TSI Ratings. TSI is not responsible for and has not                         
participated in the determination of the prices and amount of                   
this Fund or the timing of the issuance or sale of this Fund or                 
in the determination or calculation of the equation by which                    
this Fund is to be converted into cash. TSI has no obligation or                
liability in connection with the administration, marketing or                   
trading of this Fund.                                                           

TSI DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF                  
THE TSI RATINGS OR ANY DATA INCLUDED THEREIN AND TSI SHALL HAVE                 
NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS                        
THEREIN.  TSI MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO                      
RESULTS TO BE OBTAINED BY SUMMIT INVESTMENT PARTNERS, INC.,                     
SUMMIT MUTUAL FUNDS, OWNERS OF THIS FUND, OR ANY OTHER PERSON OR                
ENTITY FROM THE USE OF THE TSI RATINGS OR ANY DATA INCLUDED                     
THEREIN. TSI MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND                        
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS                
FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE TSI RATINGS                 
OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE                       
FOREGOING, IN NO EVENT SHALL TSI HAVE ANY LIABILITY FOR ANY                     
SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING                
LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH                      
DAMAGES.                                                                        

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FINANCIAL HIGHLIGHTS                    

The financial highlights table is intended to help you                          
understand the Fund's financial performance for the periods                     
indicated. Certain information reflects financial results for a                 
single Fund share. The total returns in the table represent the                 
rate that an investor would have earned (or lost) on an                         
investment in the Fund (assuming reinvestment of all dividends                  
and distributions). This information has been derived from                      
information audited by Deloitte & Touche LLP, independent                       
auditors, whose report, along with the Fund's most recent                       
financial statements, is included in the Statement of Additional                
Information and is available upon request. This information                     
should be read in conjunction with the financial statements and                 
notes thereto included in the Statement of Additional                           
Information.                                                                    

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]


                                       S&P 500 Index Fund              

                                                         Period from   
                                                       April 3, 2000(1)
                             Year Ended September 30,  to September 30,
                             ------------------------  ----------------
                                   2002       2001         2000        
                                  ------     ------       ------       
                                                                       
Net Assets Value,                                                      
 Beginning of period              $34.90     $48.00       $50.00       
                                  ------     ------       ------       
Investment Activities:                                                 
 Net investment income               .35        .40          .20       
 Net realized and unrealized                                           
    gain/(loss)                    (7.57)    (13.25)       (2.05)      
                                  ------     ------       ------       
Total from Investment Activities   (7.22)    (12.85)       (1.85)      
                                  ------     ------       ------       
Distributions:                                                         
 Net investment income              (.23)      (.25)        (.15)      
 Return of capital                    --         --           --       
 Net realized gains                   --         --           --       
                                  ------     ------       ------       
Total Distributions                 (.23)      (.25)        (.15)      
                                  ------     ------       ------       
Net Asset Value,                                                       
 End of Period                    $27.45     $34.90       $48.00       
                                  ======     ======       ======       
Total Return                      (20.88%)   (26.88%)      (3.71%)     

Ratios/Supplemental Data:                                              
Ratio of Expenses to                                                   
 Average Net Assets  -Net(2)        0.49%      0.42%        0.40%(3)   

Ratio of Expenses                                                      
 to Average Net Assets -Gross       0.53%      0.43%        0.42%(3)   

Ratio of Net Investment                                                
 Income/(Loss) to                                                      
 Average Net Assets                 1.01%      0.87%        0.82%(3)   

Portfolio Turnover Rate             2.52%      4.52%       17.82%(3)   

Net Assets,                                                            
 End of Period (000's)          $110,001   $129,931      $160,899      

----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                    S&P MidCap 400 Index Fund             

                                                         Period from      
                                                      December 28, 1999(1)
                             Year Ended September 30,  to September 30,   
                             ------------------------ --------------------
                                   2002       2001         2000           
                                  ------     ------       ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period              $42.25     $53.55       $50.00          
                                  ------     ------       ------          
Investment Activities:                                                    
 Net investment income               .24        .40          .25          
 Net realized and unrealized                                              
    gain/(loss)                    (2.49)    (10.90)        3.45          
                                  ------     ------       ------          
Total from Investment Activities   (2.25)    (10.50)        3.70          
                                  ------     ------       ------          
Distributions:                                                            
 Net investment income              (.18)      (.35)        (.15)         
 Return of capital                    --         --           --          
 Net realized gains                   --       (.45)          --          
                                  ------     ------       ------          
Total Distributions                 (.18)      (.80)        (.15)         
                                  ------     ------       ------          
Net Asset Value,                                                          
 End of Period                    $39.82     $42.25       $53.55          
                                  ======     ======       ======          
Total Return                       (5.41%)   (19.81%)       7.41%         

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
 Average Net Assets - Net(2)        0.60%      0.59%        0.59%(3)      

Ratio of Expenses to                                                      
 Average Net Assets - Gross         0.85%      0.80%        0.78%(3)      

Ratio of Net Investment                                                   
 Income/(Loss) to                                                         
 Average Net Assets                 0.54%      0.90%        1.09%(3)      

Portfolio Turnover Rate            15.62%     39.02%       96.90%(3)      

Net Assets,                                                               
End of Period (000's)            $19,202    $14,234      $24,015          


----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                  Russell 2000 Small Cap Index Fund       

                                                         Period from      
                                                      December 29, 1999(1)
                             Year Ended September 30,  to September 30,   
                             ------------------------ --------------------
                                   2002       2001         2000           
                                  ------     ------       ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period              $41.80     $53.65       $50.00          
                                  ------     ------       ------          
Investment Activities:                                                    
 Net investment income               .30        .45          .25          
 Net realized and unrealized                                              
     gain/(loss)                   (4.37)    (11.85)        3.60          
                                  ------     ------       ------          
Total from Investment Activities   (4.07)    (11.40)        3.85          
                                  ------     ------       ------          
Distributions:                                                            
 Net investment income              (.25)      (.40)        (.20)         
 Return of capital                    --         --           --          
 Net realized gains                   --       (.05)          --          
                                  ------     ------       ------          
Total Distributions                 (.25)      (.45)        (.20)         
                                  ------     ------       ------          
Net Asset Value,                                                          
 End of Period                    $37.48     $41.80       $53.65          
                                  ======     ======       ======          
Total Return                       (9.88%)   (21.40%)       7.70%         

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
 Average Net Assets - Net(2)        0.75%      0.75%        0.75%(3)      

Ratio of Expenses to                                                      
 Average Net Assets - Gross         1.21%      1.17%        1.69%(3)      

Ratio of Net Investment                                                   
 Income/(Loss) to                                                         
 Average Net Assets                 0.63%      0.97%        1.05%(3)      

Portfolio Turnover Rate            28.12%     42.59%       67.92%(3)      

Net Assets,                                                               
 End of Period (000's)           $15,464    $17,761      $15,889          


(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                       Nasdaq-100 Index Fund              

                                                         Period from      
                                                      December 29, 1999(1)
                             Year Ended September 30,  to September 30,   
                             ------------------------ --------------------
                                   2002       2001         2000           
                                  ------     ------       ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period              $15.85     $49.55       $50.00          
                                  ------     ------       ------          
Investment Activities:                                                    
 Net investment income                --        .05          .25          
 Net realized and unrealized                                              
 gain/(loss)                       (4.67)    (33.55)        (.55)         
                                  ------     ------       ------          
Total from Investment Activities   (4.67)    (33.50)        (.30)         
                                  ------     ------       ------          
Distributions:                                                            
 Net investment income                --       (.15)        (.15)         
 Return of capital                    --       (.05)          --          
 Net realized gains                   --         --           --          
                                  ------     ------       ------          
Total Distributions                   --       (.20)        (.15)         
                                  ------     ------       ------          
Net Asset Value,                                                          
 End of Period                    $11.18     $15.85       $49.55          
                                  ======     ======       ======          
Total Return                      (29.46%)   (67.85%)      (0.62%)        

Ratios / Supplemental Data:                                               
Ratio of Expenses to                                                      
Average Net Assets - Net(2)         0.65%      0.65%        0.61%(3)      

Ratio of Expenses to                                                      
Average Net Assets - Gross          1.35%      1.14%        1.14%(3)      

Ratio of Net Investment                                                   
Income/(Loss) to                                                          
Average Net Assets                 (0.17%)     0.10%        1.09%(3)      

Portfolio Turnover Rate             1.94%     13.94%      113.32%(3)      

Net Assets,                                                               
End of Period (000's)             $6,430     $7,406      $13,093          


_____________                                                                   
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                        EAFE International Index Fund     

                                                          Period from     
                                      Year Ended      December 29, 2000(1)
                                     September 30,     to September 30,   
                                     -------------    --------------------
                                        2002               2001           
                                       ------             ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period                   $36.90             $50.00          

Investment Activities:                                                    
 Net investment income                    .24                .25          
 Net realized and unrealized                                              
  gain/(loss)                           (6.38)            (13.25)         
                                       ------             ------          
Total from Investment Activities        (6.14)            (13.00)         
                                       ------             ------          
Distributions:                                                            
 Net investment income                   (.15)              (.10)         
 Return of capital                         --                 --          
 Net realized gains                        --                 --          
                                       ------             ------          
Total Distributions                      (.15)              (.10)         
                                       ------             ------          
Net Asset Value,                                                          
 End of period                         $30.61             $36.90          
                                       ------             ------          
Total Return                           (16.73%)           (26.04%)        

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
 Average Net Assets - Net(2)             1.25%              1.25%(3)      

Ratio of Expenses to                                                      
 Average Net Assets - Gross              1.67%              1.55%(3)      

Ratio of Net Investment                                                   
 Income/(Loss) to                                                         
  Average Net Assets                     0.65%              0.77%(3)      

Portfolio Turnover Rate                 20.12%              0.58%(3)      

Net Assets,                                                               
 End of Period (000's)                $15,553            $17,911          


----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.                                                          

                                                                [Download Table]

                                          Total Social Impact Fund        

                                                          Period from     
                                      Year Ended      December 28, 2000(1)
                                     September 30,     to September 30,   
                                     -------------    --------------------
                                        2002               2001           
                                       ------             ------          
                                                                          

Net Assets Value,                                                         
 Beginning of period                   $38.95             $50.00          
                                       ------             ------          
Investment Activities:                                                    
 Net investment income                    .28                .25          
 Net realized and unrealized                                              
   gain/(loss)                          (8.22)            (11.20)         

Total from Investment Activities        (7.94)            (10.95)         
                                       ------             ------          
Distributions:                                                            
 Net investment income                   (.21)              (.10)         
 Return of capital                         --                 --          
 Net realized gains                        --                 --          
                                       ------             ------          
Total Distributions                      (.21)              (.10)         
                                       ------             ------          
Net Asset Value,                                                          
 End of period                         $30.80             $38.95          
                                       ======             ======          
Total Return                           (20.55%)           (21.94%)        

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
 Average Net Assets - Net(2)             0.75%              0.75%(3)      

Ratio of Expenses to                                                      
 Average Net Assets - Gross              2.29%              2.57%(3)      

Ratio of Net Investment                                                   
 Income/(Loss) to                                                         
 Average Net Assets                      0.72%              0.79%(3)      

Portfolio Turnover Rate                  3.82%              0.62(3)%      

Net Assets,                                                               
 End of Period (000's)                 $3,251             $3,921          

----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                           Balanced Index Fund         

                                                         Period from   
                                                       April 3, 2000(1)
                             Year Ended September 30,  to September 30,
                             ------------------------  ----------------
                                   2002       2001         2000        
                                  ------     ------       ------       
                                                                       
Net Assets Value,                                                      
 Beginning of period              $41.90     $49.35       $50.00       
                                  ------     ------       ------       
Investment Activities:                                                 
 Net investment income              1.23       1.35          .80       
 Net realized and                                                      
  unrealized gain/(loss)           (5.55)     (7.35)        (.85)      
                                  ------     ------       ------       
Total from Investment Activities   (4.32)     (6.00)        (.05)      
                                  ------     ------       ------       
Distributions:                                                         
 Net investment income             (1.20)     (1.35)        (.60)      
 Return of capital                    --         --           --       
 Net realized gains                 (.13)      (.10)          --       
                                  ------     ------       ------       
Total Distributions                (1.33)     (1.45)        (.60)      
                                  ------     ------       ------       
Net Asset Value,                                                       
 End of Period                    $36.25     $41.90       $49.35       
                                  ======     ======       ======       
Total Return                      (10.72%)   (12.45%)      (0.12%)     

Ratios/Supplemental Data:                                              
Ratio of Expenses to                                                   
 Average Net Assets - Net(2)        0.60%     .0.60%        0.59%(3)   

Ratio of Expenses to                                                   
 Average Net Assets - Gross         0.78%     .0.60%        0.60%(3)   

Ratio of Net Investment                                                
 Income/(Loss)                                                         
 to Average Net Assets              2.87%      2.92%        3.13%(3)   

Portfolio Turnover Rate            16.89%     29.89%       30.16%(3)   

Net Assets,                                                            
 End of Period (000's)           $21,348    $27,078      $34,140       

----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
and/or reimbursed by the Adviser.                                       
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                  Lehman Aggregate Bond Index Fund        

                                                         Period from      
                                                        April 3, 2000(1)  
                             Year Ended September 30,   to September 30,  
                             ------------------------ --------------------
                                   2002       2001         2000           
                                  ------     ------       ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period              $53.90     $51.10       $50.00          
                                  ------     ------       ------          
Investment Activities:                                                    
 Net investment income              2.81       3.15         1.55          
 Net realized and unrealized                                              
    gain/(loss)                      .63       2.80          .70          
                                  ------     ------       ------          
Total from Investment Activities    3.44       5.95         2.25          
                                  ------     ------       ------          
Distributions:                                                            
 Net investment income             (2.89)     (3.10)       (1.15)         
 Return of capital                    --         --           --          
 Net realized gains                (1.12)      (.05)          --          
                                  ------     ------       ------          
Total Distributions                (4.01)     (3.15)       (1.15)         
                                  ------     ------       ------          
Net Asset Value,                                                          
 End of Period                    $53.33     $53.90       $51.10          
                                  ======     ======       ======          
Total Return                        6.79%     12.06%        4.55%         

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
Average Net Assets - Net(2)         0.60%     .0.59%        0.59%(3)      

Ratio of Expenses to                                                      
Average Net Assets - Gross          0.88%     .0.67%        0.81%(3)      

Ratio of Net Investment                                                   
Income/(Loss) to                                                          
Average Net Assets                  5.31%      5.95%        6.29%(3)      

Portfolio Turnover Rate            74.65%     63.26%       18.43%(3)      

Net Assets,                                                               
End of Period (000's)            $16,964    $16,653      $16,290          


_____________                                                                   
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                              Everest Fund                

                                                         Period from      
                                                      December 29, 1999(1)
                             Year Ended September 30,  to September 30,   
                             ------------------------ --------------------
                                   2002       2001         2000           
                                  ------     ------       ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period              $54.35     $51.30       $50.00          
                                  ------     ------       ------          
Investment Activities:                                                    
 Net investment income               .74        .95          .40          
 Net realized and unrealized                                              
  gain/(loss)                     (11.12)      3.80         1.20          
                                  ------     ------       ------          
Total from Investment Activities  (10.38)      4.75         1.60          
                                  ------     ------       ------          
Distributions:                                                            
 Net investment income              (.53)      (.70)        (.30)         
 Return of capital                    --         --           --          
 Net realized gains                (3.59)     (1.00)          --          
                                  ------     ------       ------          
Total Distributions                (4.12)     (1.70)        (.30)         
                                  ------     ------       ------          
Net Asset Value,                                                          
 End of Period                    $39.85     $54.35       $51.30          
                                  ======     ======       ======          
Total Return                      (21.24%)     9.01%        3.21%         

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
 Average Net Assets - Net(2)        0.96%      0.78%        0.81%(3)      

Ratio of Expenses to                                                      
 Average Net Assets - Gross         0.96%      0.80%        0.85%(3)      

Ratio of Net Investment                                                   
 Income/(Loss) to                                                         
 Average Net Assets                 1.33%      1.67%        1.51%(3)      

Portfolio Turnover Rate            66.74%    105.91%      138.39%(3)      

Net Assets,                                                               
 End of Period (000's)           $42,198    $57,497      $49,440          


(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]


                                            Bond Fund                  

                                                         Period from   
                                                       April 3, 2000(1)
                             Year Ended September 30,  to September 30,
                             ------------------------  ----------------
                                   2002       2001         2000        
                                  ------     ------       ------       
                                                                       
Net Assets Value,                                                      
 Beginning of period              $51.45     $50.20       $50.00       
                                  ------     ------       ------       
Investment Activities:                                                 
 Net investment income              3.10       3.35         1.80       
 Net realized and unrealized                                           
  gain/(loss)                       (.98)      1.40         (.30)      
                                  ------     ------       ------       
Total from Investment Activities    2.12       4.75         1.50       
                                  ------     ------       ------       
Distributions:                                                         
 Net investment income             (3.13)     (3.40)       (1.30)      
 Return of capital                    --         --           --       
 Net realized gains                 (.09)      (.10)          --       
                                  ------     ------       ------       
Total Distributions                (3.22)     (3.50)       (1.30)      
                                  ------     ------       ------       
Net Asset Value,                                                       
 End of Period                    $50.35     $51.45       $50.20       
                                  ======     ======       ======       
Total Return                        4.29%      9.78%        3.04%      

Ratios/Supplemental Data:                                              
Ratio of Expenses to                                                   
 Average Net Assets - Net(2)        0.71%     .0.61%        0.64%(3)   

Ratio of Expenses to                                                   
 Average Net Assets - Gross         0.71%     .0.62%        0.66%(3)   

Ratio of Net Investment                                                
 Income/(Loss)                                                         
 to Average Net Assets              6.17%      6.72%        7.19%(3)   

Portfolio Turnover Rate            51.52%     76.96%       80.03%(3)   

Net Assets,                                                            
 End of Period (000's)          $103,505   $102,056      $69,875       

----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                     Short-term Government Fund        

                                                         Period from   
                                                       April 3, 2000(1)
                             Year Ended September 30,  to September 30,
                             ------------------------  ----------------
                                   2002       2001         2000        
                                  ------     ------       ------       
                                                                       
Net Assets Value,                                                      
 Beginning of period              $53.10     $50.95       $50.00       
                                  ------     ------       ------       
Investment Activities:                                                 
 Net investment income              1.74       2.55         1.50       
 Net realized and unrealized                                           
    gain/(loss)                     1.18       2.45          .55       
                                  ------     ------       ------       
Total from Investment Activities    2.92       5.00         2.05       
                                  ------     ------       ------       
Distributions:                                                         
 Net investment income             (1.79)     (2.60)       (1.10)      
 Return of capital                    --         --           --       
 Net realized gains                 (.75)      (.25)          --       
                                  ------     ------       ------       
Total Distributions                (2.54)     (2.85)       (1.10)      
                                  ------     ------       ------       
Net Asset Value,                                                       
 End of Period                    $53.48     $53.10       $50.95       
                                  ======     ======       ======       
Total Return                        5.72%     10.11%        4.14%      

Ratios/Supplemental Data:                                              
Ratio of Expenses to                                                   
 Average Net Assets - Net(2)        0.73%      0.73%        0.73%(3)   

Ratio of Expenses to                                                   
 Average Net Assets - Gross         0.97%     .0.91%        1.25%(3)   

Ratio of Net Investment                                                
 Income/(Loss) to                                                      
 Average Net Assets                 3.55%      5.08%        5.89%(3)   

Portfolio Turnover Rate            64.75%     48.30%       99.38%(3)   

Net Assets,                                                            
 End of Period (000's)           $25,646    $16,826      $10,199       

----------                                                                      
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                        High Yield Bond Fund            

                                                          Period from   
                                      Year Ended         July 9, 2001(1)
                                     September 30,      to September 30,
                                     -------------      ----------------
                                        2002                2001        
                                       ------              ------       
                                                                        
Net Assets Value,                                                       
 Beginning of period                   $27.60              $30.30       
                                       ------              ------       
Investment Activities:                                                  
 Net investment income                   2.39                 .65       
 Net realized and unrealized                                            
   gain/(loss)                          (3.98)              (3.15)      
                                       ------              ------       
Total from Investment Activities        (1.59)              (2.50)      
                                       ------              ------       
Distributions:                                                          
 Net investment income                  (2.53)               (.20)      
 Return of capital                         --                  --       
 Net realized gains                        --                  --       
                                       ------              ------       
Total Distributions                     (2.53)               (.20)      
                                       ------              ------       
Net Asset Value,                                                        
 End of period                         $23.48              $27.60       
                                       ======              ======       
Total Return                            (6.61%)             (8.31%)     

Ratios/Supplemental Data:                                               
Ratio of Expenses to                                                    
Average Net Assets - Net(2)              1.22%               1.30%(3)   

Ratio of Expenses to                                                    
Average Net Assets - Gross               1.22%               1.30%(3)   

Ratio of Net Investment                                                 
 Income/(Loss) to                                                       
 to Average Net Assets                   8.86%               9.11%(3)   

Portfolio Turnover Rate                185.02%             111.21%(3)   

Net Assets,                                                             
End of Period (000's)                 $16,420             $18,850       

_____________                                                                   
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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FINANCIAL HIGHLIGHTS                                                            

Computed on the basis of a share of capital stock outstanding                   
throughout the period.  All share amounts and net asset values                  
have been adjusted as a result of the 1-for-5 reverse stock                     
split on February 15, 2002, except for the Money Market Fund.                   

                                                                [Download Table]

                                          Money Market Fund               

                                                         Period from      
                                                       June 28, 2000(1)   
                             Year Ended September 30,  to September 30,   
                             ------------------------ --------------------
                                   2002       2001         2000           
                                  ------     ------       ------          
                                                                          
Net Assets Value,                                                         
 Beginning of period              $ 1.00     $ 1.00       $ 1.00          
                                  ------     ------       ------          
Investment Activities:                                                    
 Net investment income               .02        .05          .02          
 Net realized and                                                         
   unrealized gain/(loss)             --         --           --          
                                  ------     ------       ------          
Total from Investment Activities     .02        .05          .02          
                                  ------     ------       ------          
Distributions:                                                            
 Net investment income              (.02)      (.05)        (.02)         
 Return of capital                    --         --           --          
 Net realized gains                   --         --           --          
                                  ------     ------       ------          
Total Distributions                 (.02)      (.05)        (.02)         
                                  ------     ------       ------          
Net Asset Value,                                                          
 End of Period                    $ 1.00     $ 1.00       $ 1.00          
                                  ======     ======       ======          
Total Return                        1.64%      4.99%        1.64%         

Ratios/Supplemental Data:                                                 
Ratio of Expenses to                                                      
Average Net Assets - Net(2)         0.44%     .0.43%        0.45%(3)      

Ratio of Expenses to                                                      
Average Net Assets  - Gross          0.60%     0.48%        0.54%(3)      
Ratio of Net Investment                                                   
Income/(Loss) to                                                          
to Average Net Assets               1.62%      4.78%        6.41%(3)      

Portfolio Turnover Rate               --         --           --          

Net Assets,                                                               
End of Period (000's)            $120,401   $86,889      $64,489          


_____________                                                                   
(1) Commencement of operations.                                                 
(2) Net expenses represent gross expenses reduced by fees                       
waived and/or reimbursed by the Adviser.                                
(3) Annualized.                                                                 

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APPENDIX A:  RATINGS                

CORPORATE BOND RATINGS                                                          

Moody's Investors Services, Inc.                                                

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

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

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

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

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

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

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

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

Standard & Poor's Rating Services                                               

AAA  This is the highest rating assigned by Standard & Poor's to                
a debt obligation and indicates an extremely strong capacity to                 
pay principal and interest.                                                     

AA  Bonds rated AA also qualify as high-quality debt                            
obligations. Capacity to pay principal and interest is very                     
strong, and in the majority of instances they differ from AAA                   
issues only in a small degree.                                                  

A  Bonds rated A have a strong capacity to pay principal and                    
interest, although they are somewhat more susceptible to the                    
adverse effect of changes in circumstances and economic                         
conditions.                                                                     

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

BB, B, CCC, CC  Bonds rated BB, B, CCC, and CC are regarded, on                 
balance, as predominately speculative with respect to the                       
issuer's capacity to pay interest and repay principal in                        
accordance with the terms of the obligation. BB indicates the                   
lowest degree of speculation and CC the highest degree of                       
speculation. While such bonds will likely have some quality and                 
protective characteristics, these are outweighed by large                       
uncertainties or major risk exposures to adverse conditions.                    

COMMERCIAL PAPER RATINGS                                                        

Moody's Investors Services, Inc.                                                

A Prime rating is the highest commercial paper rating assigned                  
by Moody's Investors Services, Inc. Issuers rated Prime are                     
further referred to by use of numbers 1, 2 and 3 to denote                      
relative strength within this highest classification. Among the                 
factors considered by Moody's in assigning ratings for an issuer                
are the following:                                                              
?       management;                                                             
?       economic evaluation of the industry and an appraisal of                 
speculative type risks which may be inherent in certain areas;                  
?       competition and customer acceptance of products;                        
?       liquidity;                                                              
?       amount and quality of long-term debt;                                   
?       ten-year earnings trends;                                               
?       financial strength of a parent company and the relationships            
which exist with the issuer; and                                                
?       recognition by management of obligations which may be present           
or may arise as a result of public interest questions and                       
preparations to meet such obligations.                                          

Standard & Poor's Rating Services                                               

Commercial paper rated A by Standard & Poor's Rating Services                   
has the following characteristics:                                              

?       Liquidity ratios are better than the industry average.                  
?       Long-term senior debt rating is "A" or better. In some cases,           
BBB credits may be acceptable.                                                  
?       The issuer has access to at least two additional channels of            
borrowing.                                                                      
?       Basic earnings and cash flow have an upward trend with                  
allowance made for unusual circumstances.                                       
?       Typically, the issuer's industry is well established, the               
issuer has a strong position within its industry and the                        
reliability and quality of management is unquestioned.                          

Issuers rated A are further referred to by use of numbers 1, 2                  
and 3 to denote relative strength within this classification.                   

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[Back Cover Page]                                                               

A Statement of Additional Information dated February 1, 2003,                   
which contains further information about the Funds, has been                    
filed with the Securities and Exchange Commission and is                        
incorporated by reference into this Prospectus.  Additional                     
information about the Funds' investments is available in Summit                 
Mutual Funds' annual and semi-annual reports to shareholders.                   
In Summit Mutual Funds' annual report, you will find a                          
discussion of the market conditions and investment strategies                   
that significantly affected the Funds' performance during its                   
last fiscal year.  A copy of the Statement of Additional                        
Information or its annual and semi-annual reports may be                        
obtained without charge by calling Summit Mutual Funds, c/o U.                  
S. Bancorp Fund Services, LLC, (888) 259-7565, or by writing                    
Summit Mutual Funds,  c/o U. S. Bancorp Fund Services, LLC, at                  
P.O. Box 701, Milwaukee, WI 53201-0701.                                         

Summit Mutual Funds' Statement of Additional Information, annual                
and semi-annual reports and certain other information about the                 
Funds can be reviewed and copied at the SEC's Public Reference                  
Room.  Information about the operation of the SEC's Public                      
Reference Room may be obtained by calling the SEC at 1-202-942-                 
8090.  Copies of Fund documents may be obtained, after paying a                 
duplication fee, by writing to the Public Reference Section of                  
the SEC, Washington, D.C. 20549-6009, or by electronic request                  
to publicinfo@sec.gov.                                                          

These fund documents and other information about the Funds are                  
also available without charge at the SEC's web site:                            
http://www.sec.gov.                                                             

File 811-0400                                                                   

SMFI 514APEX 2/03                                                               

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PART B                  

INFORMATION REQUIRED IN A                 
STATEMENT OF ADDITIONAL INFORMATION                 

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SUMMIT MUTUAL FUNDS, INC.                 
Summit Apex Series                  

STATEMENT OF ADDITIONAL INFORMATION                 

February 1, 2003                                                                

This Statement of Additional Information regarding fourteen of                  
the twenty-two Funds of Summit Mutual Funds, Inc. ("Summit                      
Mutual Funds"), is not a prospectus.  Much of the information                   
contained in this Statement of Additional Information expands                   
upon subjects discussed in the Prospectus.  Accordingly, this                   
Statement should be read in conjunction with Summit Mutual                      
Funds' current Prospectus, dated February 1, 2003, which may be                 
obtained by calling Summit Mutual Funds, c/o U. S. Bancorp Fund                 
Services, LLC, (888) 259-7565, or by writing Summit Mutual                      
Funds, c/o U. S. Bancorp Fund Services, LLC, at P.O. Box 701,                   
Milwaukee, WI 53201-0701.                                                       

Summit Mutual Funds is an open-end management investment                        
company.                                                                        

TABLE OF CONTENTS               

Page                                                                            
Investment Policies (39) . . . . . . . . . . . . . . . . . . .                  
2                                                                               
Money Market Instruments, Other Securities                                    
and Investment Techniques. . . . . . . . . . . . . . . . .              
2                                                                               
Certain Risk Factors Relating to High Yield,                                  
High Risk Bonds. . . . . . . . . . . . . . . . . . . . . .              
10                                                                              
Investments in Foreign Securities . . . . . . . . . . . . . .                 
11                                                                              
Futures Contracts . . . . . . . . . . . . . . . . . . . . . .                 
16                                                                              
Options . . . . . . . . . . . . . . . . . . . . . . . . . . .                 
19                                                                              
Warrants. . . . . . . . . . . . . . . . . . . . . . . . . . .                 
22                                                                              
Loan Participations and Assignments . . . . . . . . . . . . .                 
23                                                                              
Short Sales . . . . . . . . . . . . . . . . . . . . . . . . .                 
23                                                                              
Lending Portfolio Securities. . . . . . . . . . . . . . . . .                 
24                                                                              
Hybrid Instruments. . . . . . . . . . . . . . . . . . . . . .                 
24                                                                              
Additional Investment Policies - Money Market Fund. . . . . .                 
25                                                                              
Investment Restrictions. . . . . . . . . . . . . . . . . . . .                  
27                                                                              
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . .                  
30                                                                              
Management of the Fund (45). . . . . . . . . . . . . . . . . .                  
31                                                                              
Directors and Officers. . . . . . . . . . . . . . . . . . . .                 
31                                                                              
Investment Adviser. . . . . . . . . . . . . . . . . . . . . .                 
34                                                                              
Payment of Expenses . . . . . . . . . . . . . . . . . . . . .                 
34                                                                              
Advisory Fee . . . . . . .  . . . . . . . . . . . . . . . . .                 
35                                                                              
Investment Advisory Agreement and Administrative                              
Services Agreement . . . . . . . . . . . . . . . . . . . .              
36                                                                              
Investment Subadvisory Agreements . . . . . . . . . . . . . .                 
37                                                                              
Service Agreement . . . . . . . . . . . . . . . . . . . . . .                 
37                                                                              
License Agreement . . . . . . . . . . . . . . . . . . . . . .                 
37                                                                              
Securities Activities of Adviser. . . . . . . . . . . . . . .                 
37                                                                              
Code of Ethics. . . . . . . . . . . . . . . . . . . . . . . .                 
38                                                                              
Determination of Net Asset Value (47). . . . . . . . . . . . .                  
38                                                                              
Purchase and Redemption of Shares (48) . . . . . . . . . . . .                  
39                                                                              
Taxes (54) . . . . . . . . . . . . . . . . . . . . . . . . . .                  
39                                                                              
Fund Transactions and Brokerage. . . . . . . . . . . . . . . .                  
39                                                                              
Distributor. . . . . . . . . . . . . . . . . . . . . . . . . .                  
40                                                                              
General Information (2). . . . . . . . . . . . . . . . . . . .                  
40                                                                              
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . .                 
40                                                                              
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . .                 
41                                                                              
Additional Information. . . . . . . . . . . . . . . . . . . .                 
42                                                                              
Independent Auditors . . . . . . . . . . . . . . . . . . . . .                  
42                                                                              
Appendix A: S&P, Frank Russell, NASDAQ, EAFE                                    
and Total Social Impact Disclaimers. . . . . . . . . . . .              
42                                                                              
________                                                                        

( ) indicates page on which the corresponding section appears in                
the Prospectus.                                                                 

----------------------------------------------------------------                
SMFI  515 SAI-APEX 2/03                                                         

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SUMMIT MUTUAL FUNDS, INC.                     

INVESTMENT POLICIES                                                             

The following specific policies supplement the Fund's                 
"Investment Objectives and Policies" set forth in the                           
Prospectus.                                                                     

Money Market Instruments, Other Securities and Investment                       
Techniques                                                                      

Each Fund may invest in money market instruments whose                          
characteristics are consistent with the Fund's investment                       
program and are described below unless explicitly excluded in                   
the text.                                                                       

Small Bank Certificates of Deposit.  Each Fund, except for the                  
Short-term Government Fund, may invest in certificates of                       
deposit issued by commercial banks, savings banks, and savings                  
and loan associations having assets of less than $1 billion,                    
provided that the principal amount of such certificates is                      
insured in full by the Federal Deposit Insurance Corporation                    
("FDIC").  The FDIC presently insures accounts up to $100,000,                  
but interest earned above such amount is not insured by the                     
FDIC.                                                                           

Repurchase Agreements.  A repurchase agreement is an instrument                 
under which the purchaser (i.e., one of the Funds) acquires                     
ownership of the obligation (the underlying security) and the                   
seller (the "issuer" of the repurchase agreement) agrees, at the                
time of sale, to repurchase the obligation at a mutually agreed                 
upon time and price, thereby determining the yield during the                   
purchaser's holding period.  This results in a fixed rate of                    
return insulated from market fluctuations during such period.                   
Repurchase agreements usually are for short periods, normally                   
under one week, and are considered to be loans under the                        
Investment Company Act of 1940.  Funds will not enter into a                    
repurchase agreement which does not provide for payment within                  
seven days if, as a result, more than 10% of the value of each                  
Fund's net assets would then be invested in such repurchase                     
agreements and other illiquid securities.  The Funds will enter                 
into repurchase agreements only where:  (i) the underlying                      
securities are of the type (excluding maturity limitations)                     
which the Funds' investment guidelines would allow it to                        
purchase directly, either in normal circumstances or for                        
temporary defensive purposes; (ii) the market value of the                      
underlying securities, including interest accrued, will at all                  
times equal or exceed the value of the repurchase agreement; and                
(iii) payment for the underlying security is made only upon                     
physical delivery or evidence of book-entry transfer to the                     
account of the custodian or a bank acting as agent. The                         
investments by a Fund in repurchase agreements may at times be                  
substantial when, in the view of the Adviser, unusual market,                   
liquidity, or other conditions warrant.                                         

If the issuer of the repurchase agreement defaults and does not                 
repurchase the underlying security, the Fund might incur a loss                 
if the value of the underlying security declines, and the Fund                  
might incur disposition costs in liquidating the underlying                     
security.  In addition, if the issuer becomes involved in                       
bankruptcy proceedings, the Fund may be delayed or prevented                    
from obtaining the underlying security for its own purposes.  In                
order to minimize any such risk, the Fund will only engage in                   
repurchase agreements with recognized securities dealers and                    
banks determined to present minimal credit risk by the Adviser,                 
under the direction and supervision of the Board of Directors.                  

Reverse Repurchase Agreements. Each Fund may enter into reverse                 
repurchase agreements.  Under reverse repurchase agreements, the                
Fund transfers possession of Fund securities to banks in return                 
for cash in an amount equal to a percentage of the Fund                         
securities' market value and agrees to repurchase the securities                
at a future date by repaying the cash with interest.  The Fund                  
retains the right to receive interest and principal payments                    
from the securities while they are in the possession of the                     
financial institutions.  While a reverse repurchase agreement is                
in effect, the Custodian will segregate from other Fund assets                  
an amount of cash or liquid high quality debt obligations equal                 
in value to the repurchase price (including any accrued                         
interest).                                                                      

U.S. Government Obligations.  Securities issued and guaranteed                  
as to principal and interest by the United States Government                    
include a variety of Treasury securities, which differ only in                  
their interest rates, maturities and times of issuance.                         
Treasury bills have a maturity of one year or less.  Treasury                   
notes have maturities of one to ten years at the time they are                  
issued and Treasury bonds generally have a maturity of greater                  
than ten years at the time they are issued.                                     

Government Agency Securities.  Government agency securities that                
are permissible investments consist of securities either issued                 
or guaranteed by agencies or instrumentalities of the United                    
States Government.  Agencies of the United States Government                    
which issue or guarantee obligations include, among others,                     
Export-Import Banks of the United States, Farmers Home                          
Administration, Federal Housing Administration, Government                      
National Mortgage Association ("GNMA"), Maritime Administration,                
Small Business Administration and The Tennessee Valley                          
Authority. Obligations of instrumentalities of the United States                
Government include securities issued or guaranteed by, among                    
others, the Federal National Mortgage Association ("FNMA"),                     
Federal Home Loan Banks, Federal Home Loan Mortgage Corporation                 
("FHLMC"), Federal Intermediate Credit Banks, Banks for                         
Cooperatives, and the U.S. Postal Service.  Some of these                       
securities, such as those guaranteed by GNMA, are supported by                  
the full faith and credit of the U.S. Treasury; others, such as                 
those issued by The Tennessee Valley Authority, are supported by                
the right of the issuer to borrow from the Treasury; while still                
others, such as those issued by the Federal Land Banks, are                     
supported only by the credit of the instrumentality.  The Fund's                
primary usage of these types of securities will be GNMA                         
certificates and FNMA and FHLMC mortgage-backed obligations                     
which are discussed in more detail below.                                       

Certificates of Deposit.  Each Fund, except for the Short-term                  
Government Fund, may invest in certificates of deposit.                         
Certificates of deposit are generally short-term, interest-                     
bearing negotiable certificates issued by banks or savings and                  
loan associations against funds deposited in the issuing                        
institution.                                                                    

Time Deposits.  Each Fund, except for the Short-term Government                 
Fund, may invest in time deposits.  Time Deposits are deposits                  
in a bank or other financial institution for a specified period                 
of time at a fixed interest rate for which a negotiable                         
certificate is not received.                                                    

Bankers' Acceptance.  Each Fund, except for the Short-term                      
Government Fund, may invest in bankers' acceptances.  A bankers'                
acceptance is a time draft drawn on a commercial bank by a                      
borrower usually in connection with an international commercial                 
transaction (to finance the import, export, transfer or storage                 
of goods).  The borrower is liable for payment as well as the                   
bank, which unconditionally guarantees to pay the draft at its                  
face amount on the maturity date.  Most acceptances have                        
maturities of six months or less and are traded in secondary                    
markets prior to maturity.                                                      

Commercial Paper.  Each Fund, except for the Short-term                         
Government Fund, may invest in commercial paper.  Commercial                    
paper refers to short-term, unsecured promissory notes issued by                
corporations to finance short-term credit needs.  Commercial                    
paper is usually sold on a discount basis and has a maturity at                 
the time of issuance not exceeding nine months.                                 

Short Term Corporate Debt Securities.  Each Fund, except for the                
Short-term Government Fund, may invest in investment grade short                
term corporate debt securities with a remaining maturity of one                 
year or less. The High Yield Bond Fund and the Bond Fund may                    
invest in below investment grade ("junk") corporate debt                        
securities.  Corporate debt securities with a remaining maturity                
of less than one year tend to become extremely liquid and are                   
traded as money market securities.  Such issues tend to have                    
greater liquidity and considerably less market value                            
fluctuations than longer-term issues.                                           

When-issued and Delayed-delivery Securities.  From time to time,                
in the ordinary course of business, each Fund may purchase                      
securities on a when-issued or delayed-delivery basis - i.e.,                   
delivery and payment can take place a month or more after the                   
date of the transactions.  The securities so purchased are                      
subject to market fluctuation and no interest accrues to the                    
purchaser during this period.  At the time a Fund makes the                     
commitment to purchase securities on a when-issued or delayed-                  
delivery basis, the Fund will record the transaction and                        
thereafter reflect the value, each day, of such security in                     
determining the net asset value of such Fund.  At the time of                   
delivery of the securities, the value may be more or less than                  
the purchase price.  Each Fund will also establish a segregated                 
account with the Summit Mutual Funds' custodian bank in which it                
will maintain cash or cash equivalents or other Fund securities                 
equal in value to commitments for such when-issued or delayed-                  
delivery securities.                                                            

Asset-Backed Securities.   Each Fund, except the S&P 500 Index                  
Fund, the S&P MidCap 400 Index Fund, the Russell 2000 Small Cap                 
Index Fund, the Nasdaq -100 Index Fund, the EAFE International                  
Index Fund, the Total Social Impact Fund and the Short-term                     
Government Fund may invest in asset-backed securities. Asset-                   
backed securities may be classified either as pass-through                      
certificates or collateralized obligations.  Pass-through                       
certificates are asset-backed securities which represent an                     
undivided fractional ownership interest in an underlying pool of                
assets.  Asset-backed securities issued in the form of debt                     
instruments, also known as collateralized obligations, are                      
generally issued as the debt of a special purpose entity                        
organized solely for the purpose of owning such assets and                      
issuing such debt.  Asset-backed securities may be of short                     
maturity, such as commercial paper, or longer, such as bonds,                   
and may be issued with only one class of security or have more                  
than one class with some classes having rights to payments on                   
the asset-backed security subordinate to the rights of the other                
classes.  These subordinated classes will take the risk of                      
default before the classes to which they are subordinated.                      

The High Yield Bond Fund may invest up to 10% of its total                      
assets in asset-backed securities.  The Balanced Index Fund,                    
Lehman Aggregate Bond Index Fund, Everest Fund, Bond Fund and                   
Money Market Fund may invest without limitation in asset-backed                 
securities whose characteristics are consistent with the Fund's                 
investment program and are not further limited below.  The                      
credit quality of most asset-backed securities depends primarily                
on the credit quality of the assets underlying such securities,                 
how well the entity issuing the security is insulated from the                  
credit risk of the originator of the debt obligations or any                    
other affiliated entities and the amount and quality of any                     
credit support provided to the securities.  The rate of                         
principal payment on asset-backed securities generally depends                  
on the rate of principal payments received on the underlying                    
assets which in turn may be affected by a variety of economic                   
and other factors.  As a result, the yield on any asset-backed                  
security is difficult to predict with precision and actual yield                
to maturity may be more or less than the anticipated yield to                   
maturity.  In addition, for asset-backed securities purchased at                
a premium, the premium may be lost in the event of early pre-                   
payment which may result in a loss to the Fund.                                 

Pass-through certificates usually provide for payments of                       
principal and interest received to be passed through to their                   
holders, usually after deduction for certain costs and expenses                 
incurred in administering the pool.  Because pass-through                       
certificates represent an ownership interest in the underlying                  
assets, the holders thereof bear directly the risk of any                       
defaults by the obligors on the underlying assets not covered by                
any credit support.  See "Types of Credit Support" below.                       

Collateralized obligations are most often trade, credit card or                 
automobile receivables.  The assets collateralizing such asset-                 
backed securities are pledged to a trustee or custodian for the                 
benefit of the holders thereof.  Such issuers generally hold no                 
assets other than those underlying the asset-backed securities                  
and any credit support provided.  As a result, although payments                
on such asset-backed securities are obligations of the issuers,                 
in the event of defaults on the underlying assets not covered by                
any credit support (see "Types of Credit Support" below), the                   
issuing entities are unlikely to have sufficient assets to                      
satisfy their obligations on the related asset-backed                           
securities.                                                                     

Mortgage-Backed Securities.  Each Fund, except the S&P 500 Index                
Fund, the S&P MidCap 400 Index Fund, the Russell 2000 Small Cap                 
Index Fund, the Nasdaq-100 Index Fund, the EAFE International                   
Index Fund, the Total Social Impact Fund and the Money Market                   
Fund, may invest in mortgage-backed securities.  Mortgage-backed                
securities are securities representing interests in a pool of                   
mortgages. Principal and interest payments made on the mortgages                
in the underlying mortgage pool are passed through to the Fund.                 
The High Yield Bond Fund may invest up to 10% of its total                      
assets in mortgage-backed securities.  The Balanced Index Fund,                 
Lehman Aggregate Bond Index Fund, Everest Fund, Bond Fund and                   
Short-term Government Fund may invest without limitation in                     
mortgage-backed securities whose characteristics are consistent                 
with the Fund's investment program and are not further limited                  
below.  The actual prepayment experience of a pool of mortgage                  
loans or other obligations may cause the yield realized by the                  
Fund to differ from the yield calculated on the basis of the                    
average life of the pool.  (When a mortgage in the underlying                   
mortgage pool is prepaid, an unscheduled principal prepayment is                
passed through to the Fund.  This principal is returned to the                  
Fund at par.  As a result, if a mortgage security were trading                  
at a premium, its total return would be lowered by prepayments,                 
and if a mortgage security were trading at a discount, its total                
return would be increased by prepayments.)  The value of these                  
securities also may change because of changes in the market's                   
perception of the creditworthiness of the federal agency that                   
issued them.  In addition, the mortgage securities market in                    
general may be adversely affected by changes in governmental                    
regulation or tax policies.  In addition, for mortgage-backed                   
securities purchased at a premium, the premium may be lost in                   
the event of early prepayment which may result in a loss to the                 
Fund.                                                                           

Methods Of Allocating Cash Flows.  While many asset-backed                      
securities are issued with only one class of security, many                     
asset-backed securities are issued in more than one class, each                 
with different payment terms.  Multiple class asset-backed                      
securities are issued for two main reasons.  First, multiple                    
classes may be used as a method of providing credit support.                    
This is accomplished typically through creation of one or more                  
classes whose right to payments on the asset-backed security is                 
made subordinate to the right to such payments of the remaining                 
class or classes.  See "Types of Credit Support."  Second,                      
multiple classes may permit the issuance of securities with                     
payment terms, interest rates or other characteristics differing                
both from those of each other and from those of the underlying                  
assets.  Examples include so-called "strips" (asset-backed                      
securities entitling the holder to disproportionate interests                   
with respect to the allocation of interest and principal of the                 
assets backing the security), and securities with class or                      
classes having characteristics which mimic the characteristics                  
of non-asset-backed securities, such as floating interest rates                 
(i.e., interest rates which adjust as a specified benchmark                     
changes) or scheduled amortization of principal.                                

Asset-backed securities in which the payment streams on the                     
underlying assets are allocated in a manner different than those                
described above may be issued in the future.  A Fund may invest                 
in such asset-backed securities if such investment is otherwise                 
consistent with its investment objective and policies and with                  
the investment restrictions of the Fund.                                        

Types Of Credit Support.  Asset-backed securities are often                     
backed by a pool of assets representing the obligations of a                    
number of different parties.  To lessen the effect of failures                  
by obligors on underlying assets to make payments, such                         
securities may contain elements of credit support.  Such credit                 
support falls into two classes:  liquidity protection and                       
protection against ultimate default by an obligor on the                        
underlying assets.  Liquidity protection refers to the provision                
of advances, generally by the entity administering the pool of                  
assets, to ensure that scheduled payments on the underlying pool                
are made in a timely fashion.  Protection against ultimate                      
default ensures ultimate payment of the obligations on at least                 
a portion of the assets in the pool.  Such protection may be                    
provided through guarantees, insurance policies or letters of                   
credit obtained from third parties, through various means of                    
structuring the transaction or through a combination of such                    
approaches.  Examples of asset-backed securities with credit                    
support arising out of the structure of the transaction include                 
"senior-subordinated securities" (multiple class asset-backed                   
securities with certain classes subordinate to other classes as                 
to the payment of principal thereon, with the result that                       
defaults on the underlying assets are borne first by the holders                
of the subordinated class) and asset-backed securities that have                
"reserve funds" (where cash or investments, sometimes funded                    
from a portion of the initiating payments on the underlying                     
assets, are held in reserve against future losses) or that have                 
been "over-collateralized" (where the scheduled payments on, or                 
the principal amount of, the underlying assets substantially                    
exceeds that required to make payment of the asset-backed                       
securities and pay any servicing or other fees).  The degree of                 
credit support provided on each issue is based generally on                     
historical information respecting the level of credit risk                      
associated with such payments.  Delinquency or loss in excess of                
that anticipated could adversely affect the return on an                        
investment in an asset-backed security.                                         

Automobile Receivable Securities.  Each Fund, except the S&P 500                
Index Fund, the S&P MidCap 400 Index Fund, the Russell 2000                     
Small Cap Index Fund, the Nasdaq-100 Index Fund, the EAFE                       
International Index Fund, the Total Social Impact Fund, and the                 
Short-term Government Fund may invest in automobile receivable                  
securities.  Automobile receivable securities are asset-backed                  
securities which are backed by receivables from motor vehicle                   
installment sales contracts or installment loans secured by                     
motor vehicles ("Automobile Receivable Securities").  Since                     
installment sales contracts for motor vehicles or installment                   
loans related thereto ("Automobile Contracts") typically have                   
shorter durations and lower incidences of prepayment, Automobile                
Receivable Securities generally will exhibit a shorter average                  
life and are less susceptible to prepayment risk.                               

Most entities that issue Automobile Receivable Securities create                
an enforceable interest in their respective Automobile Contracts                
only by filing a financing statement and by having the servicer                 
of the Automobile Contracts, which is usually the originator of                 
the Automobile Contracts, take custody thereof.  In such                        
circumstances, if the servicer of the Automobile Contracts were                 
to sell the same Automobile Contracts to another party, in                      
violation of its obligation not to do so, there is a risk that                  
such party could acquire an interest in the Automobile Contracts                
superior to that of the holders of Automobile Receivable                        
Securities.  Also, although most Automobile Contracts grant a                   
security interest in the motor vehicle being financed, in most                  
states the security interest in a motor vehicle must be noted on                
the certificate of title to create an enforceable security                      
interest against competing claims of other parties.  Due to the                 
large number of vehicles involved, however, the certificate of                  
title to each vehicle financed, pursuant to the Automobile                      
Contracts underlying the Automobile Receivable Security, usually                
is not amended to reflect the assignment of the seller's                        
security interest for the benefit of the holders of the                         
Automobile Receivable Securities.  Therefore, there is the                      
possibility that recoveries on repossessed collateral may not,                  
in some cases, be available to support payments on the                          
securities.  In addition, various state and federal laws give                   
the motor vehicle owner the right to assert against the holder                  
of the owner's Automobile Contract certain defenses such owner                  
would have against the seller of the motor vehicle.  The                        
assertion of such defenses could reduce payments on the                         
Automobile Receivable Securities.                                               

Credit Card Receivable Securities.  Each Fund, except the S&P                   
500 Index Fund, the S&P MidCap 400 Index Fund, the Russell 2000                 
Small Cap Index Fund, the Nasdaq-100 Index Fund, the EAFE                       
International Index Fund, the Total Social Impact Fund, and the                 
Short-term Government Fund may invest in credit card receivable                 
securities.  Credit card receivable securities are asset-backed                 
securities backed by receivables from revolving credit card                     
agreements ("Credit Card Receivable Securities").  Credit                       
balances on revolving credit card agreements ("Accounts") are                   
generally paid down more rapidly than are Automobile Contracts.                 
Most of the Credit Card Receivable Securities issued publicly to                
date have been pass-through certificates.  In order to lengthen                 
the maturity of Credit Card Receivable Securities, most such                    
securities provide for a fixed period during which only interest                
payments on the underlying Accounts are passed through to the                   
security holder and principal payments received on such Accounts                
are used to fund the transfer to the pool of assets supporting                  
the related Credit Card Receivable Securities of additional                     
credit card charges made on an Account.  The initial fixed                      
period usually may be shortened upon the occurrence of specified                
events which signal a potential deterioration in the quality of                 
the assets backing the security, such as the imposition of a cap                
on interest rates.  The ability of the issuer to extend the life                
of an issue of Credit Card Receivable Securities thus depends                   
upon the continued generation of additional principal amounts in                
the underlying accounts during the initial period and the non-                  
occurrence of specified events.  An acceleration in cardholders'                
payment rates or any other event which shortens the period                      
during which additional credit card charges on an Account may be                
transferred to the pool of assets supporting the related Credit                 
Card Receivable Security could shorten the weighted average life                
and yield of the Credit Card Receivable Security.                               

Credit cardholders are entitled to the protection of a number of                
state and federal consumer credit laws, many of which give such                 
holder the right to set off certain amounts against balances                    
owed on the credit card, thereby reducing amounts paid on                       
Accounts.  In addition, unlike most other asset-backed                          
securities, Accounts are unsecured obligations of the                           
cardholder.                                                                     

Other Assets.  The Adviser anticipates that asset-backed                        
securities backed by assets other than those described above                    
will be issued in the future.  Each Fund, except the S&P 500                    
Index Fund, the S&P MidCap 400 Index Fund, the Russell 2000                     
Small Cap Index Fund, the Nasdaq-100 Index Fund, EAFE                           
International Index Fund, the Total Social Impact Fund and the                  
Short-term Government Fund may invest in such securities in the                 
future if such investment is otherwise consistent with its                      
investment objective, policies and restrictions.  There are, of                 
course, other types of securities that are, or may become,                      
available, which are similar to the foregoing.                                  

GNMA Certificates. GNMA certificates are mortgage-backed                        
securities representing part ownership of a pool of mortgage                    
loans on which timely payment of interest and principal is                      
guaranteed by the full faith and credit of the U.S. government.                 
GNMA certificates differ from typical bonds because principal is                
repaid monthly over the term of the loan rather than returned in                
a lump sum at maturity. Because both interest and principal                     
payments (including prepayments) on the underlying mortgage                     
loans are passed through to the holder of the certificate, GNMA                 
certificates are called "pass-through" securities.                              

Although the mortgage loans in the pool have maturities of up to                
30 years, the actual average life of the GNMA certificates                      
typically will be substantially less because the mortgages are                  
subject to normal principal amortization and may be prepaid                     
prior to maturity. Prepayment rates vary widely and may be                      
affected by changes in market interest rates. In periods of                     
falling interest rates, the rate of prepayment tends to                         
increase, thereby shortening the actual average life of the GNMA                
certificates. Conversely, when interest rates are rising, the                   
rate of prepayment tends to decrease, thereby lengthening the                   
actual average life of the GNMA certificates. Accordingly, it is                
not possible to predict accurately the average life of a                        
particular pool. Reinvestment of prepayments may occur at higher                
or lower rates that the original yield on the certificates. Due                 
to the prepayment feature and the need to reinvest prepayments                  
of principal at current rates, GNMA certificates can be less                    
effective than typical bonds of similar maturities at "locking-                 
in" yields during periods of declining interest rates, although                 
they may have comparable risks of decline in value during                       
periods of rising interest rates.                                               

FNMA and FHLMC Mortgage-Backed Obligations.  Each Fund may                      
invest in FNMA and FHLMC mortgage-backed obligations.  The                      
Federal National Mortgage Association ("FNMA"), a federally                     
chartered and privately owned corporation, issues pass-through                  
securities representing an interest in a pool of conventional                   
mortgage loans. FNMA guarantees the timely payment of principal                 
and interest but this guarantee is not backed by the full faith                 
and credit of the U.S. government. The Federal Home Loan                        
Mortgage Corporation ("FHLMC"), a corporate instrumentality of                  
the United States, issues participation certificates that                       
represent an interest in a pool of conventional mortgage loans.                 
FHLMC guarantees the timely payment of interest and the ultimate                
collection of principal and maintains reserves to protect                       
holders against losses due to default, but the certificates are                 
not backed by the full faith and credit of the U.S. government.                 
As is the case with GNMA certificates, the actual maturity of                   
and realized yield on particular FNMA and FHLMC pass-through                    
securities will vary based on the prepayment experience of the                  
underlying pool of mortgages.                                                   

Collateralized Mortgage Obligations ("CMOs").  Each Fund other                  
than the S&P 500 Index Fund, the S&P MidCap 400 Index Fund, the                 
Russell 2000 Small Cap Index Fund, the Nasdaq-100 Index Fund,                   
the EAFE International Index Fund, and the Total Social Impact                  
Fund, may invest in collateralized mortgage obligations ("CMOs")                
or mortgage-backed bonds issued by financial institutions such                  
as commercial banks, savings and loan associations, mortgage                    
banks and securities broker-dealers (or affiliates of such                      
institutions established to issue these securities). CMOs are                   
obligations fully collateralized directly or indirectly by a                    
pool of mortgages on which payments of principal and interest                   
are dedicated to payment of principal and interest on the CMOs.                 
Payments on the underlying mortgages (both interest and                         
principal) are passed through to the holders, although not                      
necessarily on a pro rata basis, on the same schedule as they                   
are received. Mortgage-backed bonds are general obligations of                  
the issuer fully collateralized directly or indirectly by a pool                
of mortgages. The mortgages serve as collateral for the issuer's                
payment obligations on the bonds, but interest and principal                    
payments on the mortgages are not passed through either directly                
(as with GNMA certificates and FNMA and FHLMC pass-through                      
securities) or on a modified basis (as with CMOs). Accordingly,                 
a change in the rate of prepayments on the pool of mortgages                    
could change the effective maturity of a CMO but not that of a                  
mortgage-backed bond (although, like many bonds, mortgage-backed                
bonds may be callable by the issuer prior to maturity).                         

Each Fund other than the S&P 500 Index Fund, the S&P MidCap 400                 
Index Fund, the Russell 2000 Small Cap Index Fund, the Nasdaq-                  
100 Index Fund, the EAFE International Index Fund, and the Total                
Social Impact Fund, may also invest in a variety of more risky                  
CMOs, including interest only ("IOs"), principal only ("POs"),                  
inverse floaters, or a combination of these securities.                         
Stripped mortgage-backed securities ("SMBS") are usually                        
structured with several classes that receive different                          
proportions of the interest and principal distributions from a                  
pool of mortgage assets. A common type of SMBS will have one                    
class receiving all of the interest from the mortgage assets (an                
IO), while the other class will receive all of the principal (a                 
PO). However, in some instances, one class will receive some of                 
the interest and most of the principal while the other class                    
will receive most of the interest and the remainder of the                      
principal. If the underlying mortgage assets experience greater-                
than-anticipated or less-than-anticipated prepayments of                        
principal, the Fund may fail to fully recoup its initial                        
investment or obtain its initially assumed yield on some of                     
these securities. The market value of the class consisting                      
entirely of principal payments generally is unusually volatile                  
in response to changes in interest rates. The yields on classes                 
of SMBS that have more uncertain timing of cash flows are                       
generally higher than prevailing market yields on other                         
mortgage-backed securities because there is a greater risk that                 
the initial investment will not be fully recouped or received as                
planned over time.                                                              

Each Fund other than the S&P 500 Index Fund, the S&P MidCap 400                 
Index Fund, the Russell 2000 Small Cap Index Fund, the Nasdaq-                  
100 Index Fund, the EAFE International Index Fund, the Total                    
Social Impact Fund, and the Money Market Fund, may invest in                    
another CMO class known as leveraged inverse floating rate debt                 
instruments ("inverse floaters"). The interest rate on an                       
inverse floater resets in the opposite direction from the market                
rate of interest to which the inverse floater is indexed. An                    
inverse floater may be considered to be leveraged to the extent                 
that its interest rate varies by a magnitude that exceeds the                   
magnitude of the change in the index rate of interest.  The                     
higher degree of leverage inherent in inverse floaters is                       
associated with greater volatility in their market values.                      
Accordingly, the duration of an inverse floater may exceed its                  
stated final maturity.                                                          

The staff of the Securities and Exchange Commission ("SEC" or                   
the "Commission") has taken the position that IOs and POs, other                
than government-issued IOs or POs backed by fixed-rate                          
mortgages, should be treated as illiquid securities and,                        
accordingly, each Fund, except for the High Yield Bond Fund,                    
will limit its investments in such securities, together with all                
other illiquid securities, to 10% of the Fund's net assets.  The                
High Yield Bond Fund will limit its investments in such                         
securities, together with all other illiquid securities, to 15%                 
of the Fund's net assets. Furthermore, each Fund, other than the                
High Yield Bond Fund, limits investments in more risky CMOs                     
(IOs, POs, inverse floaters) to no more than 5% of its total                    
assets. The Funds will treat non-government-issued IOs and POs                  
not backed by fixed-rate mortgages as illiquid unless and until                 
the SEC modifies its position.  Under the staff's position, the                 
determination of whether a particular government-issued IO and                  
PO backed by fixed-rate mortgages is liquid may be made on a                    
case by case basis under guidelines and standards established by                
the Board of Directors.  The Directors have delegated to the                    
Adviser the authority to determine the liquidity of these                       
investments based on the following guidelines: the type of                      
issuer; type of collateral, including age and prepayment                        
characteristics; rate of interest on coupon relative to current                 
market rates and the effect of the rate on the potential for                    
prepayments; complexity of the issue's structure, including the                 
number of tranches; size of the issue and the number of dealers                 
who make a market in the IO or PO.                                              

Zero-Coupon and Pay-In-Kind Bonds.  Each Fund, other than the                   
S&P 500 Index Fund, the S&P MidCap 400 Index Fund, the Russell                  
2000 Small Cap Index Fund, the Nasdaq-100 Index Fund, the EAFE                  
International Index Fund, and the Total Social Impact Fund may                  
invest in zero-coupon bonds.  The High Yield Bond Fund may                      
invest up to 25% of its total assets in zero-coupon bonds.  A                   
zero-coupon bond is a security that has no cash coupon payments.                
Instead, the issuer sells the security at a substantial discount                
from its maturity value.  The interest received by the investor                 
from holding this security to maturity is the difference between                
the maturity value and the purchase price.  The advantage to the                
investor is that reinvestment risk of the income received during                
the life of the bond is eliminated.  However, zero-coupon bonds,                
like other bonds, retain interest rate and credit risk and                      
usually display more price volatility than those securities that                
pay a cash coupon.  Since there are no periodic interest                        
payments made to the holder of a zero-coupon security, when                     
interest rates rise, the value of such a security will fall more                
dramatically than a bond paying out interest on a current basis.                
When interest rates fall, however, zero-coupon securities rise                  
more rapidly in value because the bonds have locked in a                        
specific rate of return which becomes more attractive the                       
further interest rates fall.                                                    

Each Fund, other than the S&P 500 Index Fund, the S&P MidCap 400                
Index Fund, the Russell 2000 Small Cap Index Fund, the Nasdaq-                  
100 Index Fund, the EAFE International Index Fund, the Total                    
Social Impact Fund and the Money Market Fund, may invest in pay-                
in-kind bonds.  The High Yield Fund and Emerging Markets Fund                   
may invest up to 25% of its total assets in pay-in-kind bonds.                  
Pay-in-kind ("PIK") bonds are securities that pay interest in                   
either cash or additional securities, at the issuer's option,                   
for a specified period.  PIKs, like zero-coupon bonds, are                      
designed to give an issuer flexibility in managing cash flow.                   
PIK bonds can be either senior or subordinated debt and trade                   
flat (i.e., without accrued interest).  The price of PIK bonds                  
is expected to reflect the market value of the underlying debt                  
plus an amount representing accrued interest since the last                     
payment.  PIKs are usually less volatile than zero-coupon bonds,                
but more volatile than securities paid in cash.                                 

Convertible Bonds.  Each Fund, except the S&P 500 Index Fund,                   
the S&P 400 MidCap Index Fund, the Russell 2000 Small Cap Index                 
Fund, the Nasdaq-100 Index Fund, the EAFE International Index                   
Fund, the Total Social Impact Fund, the Balanced Index Fund, the                
Lehman Aggregate Bond Index Fund, the Short-term Government                     
Fund, and the Money Market Fund, may invest in convertible                      
bonds.  The High Yield Bond Fund may invest up to 10% of its                    
assets in convertible bonds.  The Bond Fund may invest up to 25%                
of its assets in convertible bonds and other securities.                        
Convertible bonds are debt instruments convertible into equity                  
of the issuing company at certain times in the future and                       
according to a certain exchange ratio.  Typically, convertible                  
bonds are callable by the issuing company, which may, in effect,                
force conversion before the holder would otherwise choose.                      

While the High Yield Fund and Emerging Market Bond Fund intend                  
to invest primarily in debt securities, they may invest in                      
convertible bonds.  While some countries or companies may be                    
regarded as favorable investments, pure fixed income                            
opportunities may be unattractive or limited due to insufficient                
supply, or legal or technical restrictions.  In such cases, the                 
High Yield Fund and Emerging Markets Fund may consider                          
convertible bonds to gain exposure to such markets.                             

Equity Securities.  The S&P 500 Index Fund, the S&P MidCap 400                  
Index Fund, the Russell 2000 Small Cap Index Fund, the Nasdaq-                  
100 Index Fund, the EAFE International Index Fund, the Total                    
Social Impact Fund and the Everest Fund may invest in equity                    
securities without restriction.  The Balanced Index Fund                        
generally invests 60% of the Fund in equity securities.  The                    
Bond Fund, High Yield Bond Fund may invest up to 25% of its                     
assets in equities.  The Lehman Aggregate Bond Index Fund and                   
the Short-term Government Fund may not invest in equity                         
securities.                                                                     

Unit Investment Trusts.  Any Index-based Fund may invest in                     
shares of a unit investment trust ("UIT"), which is currently in                
existence or is created in the future, that is designed to track                
the performance of the Fund's underlying Index.  UIT shares are                 
units of beneficial interest in a UIT, representing                             
proportionate undivided interests in a portfolio of securities                  
in substantially the same weighting as the component common                     
stocks of an underlying Index.  While the investment objective                  
of such a UIT is to provide investment results that generally                   
correspond to the price and yield performance of the component                  
common stocks of the underlying Index, there can be no assurance                
that this investment objective will be met fully.  As UITs are                  
securities issued by an investment company, non-fundamental                     
restriction (5) below restricts their purchases to 10% of the                   
Fund's assets.                                                                  

Private Placements (Restricted Securities).  Each Fund other                    
than the S&P 500 Index Fund, the S&P MidCap 400 Index Fund, the                 
Russell 2000 Small Cap Index Fund, the Nasdaq-100 Index Fund,                   
the EAFE International Index Fund, the Total Social Impact Fund                 
and the Short-term Government Fund, may invest in securities,                   
including restricted securities (privately-placed debt                          
securities), which are not readily marketable.  The High Yield                  
Bond Fund will not acquire such securities if, as a result, it                  
would comprise, together with all other illiquid securities,                    
more than 15% of the value of the Fund's net assets.                            

Certain restricted securities may be sold only in privately                     
negotiated transactions or in a public offering with respect to                 
which a registration statement is in effect under the Securities                
Act of 1933, as amended (the "1933 Act").  Where registration is                
required, a Fund may be obligated to pay all or part of the                     
registration expenses and a considerable period may elapse                      
between the time of the decision to sell and the time the Fund                  
may be permitted to sell a security under an effective                          
registration statement.  If, during such a period, adverse                      
market conditions were to develop, the Fund might obtain a less                 
favorable price than prevailed when it decided to sell.                         
Restricted securities without readily available market                          
quotations will be priced at fair value as determined in good                   
faith by the Board of Directors.                                                

Some restricted securities are eligible for purchase and sale                   
under Rule 144A under the 1933 Act.  This rule permits certain                  
qualified institutional buyers, such as the Funds, to trade in                  
privately-placed securities, including various debt securities,                 
even though such securities are not registered under the 1933                   
Act.  Securities purchased under Rule 144A, although restricted,                
may nevertheless be liquid, and the Adviser, under the                          
supervision of the Directors, on a case-by-case basis will make                 
this determination.  In making this determination, the Adviser                  
will consider the trading markets for the specific security,                    
taking into account the unregistered nature of a Rule 144A                      
security.  In addition, the Adviser could consider the:  (i)                    
frequency of trades and quotes; (ii) number of dealers and                      
potential purchasers; (iii) dealer undertakings to make a                       
market; and (iv) nature of the security and of marketplace                      
trades (e.g., the time needed to dispose of the security, the                   
method of soliciting offers and the mechanics of transfer).  The                
liquidity of Rule 144A securities will be monitored, and if, as                 
a result of changed conditions, it is determined that a 144A                    
security held in the High Yield Bond Fund is no longer liquid,                  
the affected Fund's holdings of illiquid securities will be                     
reviewed to determine what, if any, steps are required, to                      
assure that the High Yield Bond Fund does not invest more than                  
15% of its net assets in illiquid securities.  Investing in Rule                
144A securities could have the effect of increasing the amount                  
of a Fund's assets invested in illiquid securities if qualified                 
institutional buyers are unwilling to purchase such securities.                 

Certain Risk Factors Relating to High Yield, High Risk Bonds                    

The descriptions below are intended to supplement the material                  
in the Prospectus regarding high-yield, high-risk.  Because of                  
its investment policies, the High Yield Fund may not be suitable                
or appropriate for all investors.  The Funds are designed for                   
intermediate to long-term investors who can accept the risks                    
entailed in seeking a high level of current income available                    
from investments in intermediate to long-term, high yield, high                 
risk, medium- and lower-quality, fixed-income securities.                       
Consistent with an intermediate to long-term investment                         
approach, investors in these Funds should not rely on these                     
Funds for their short-term financial needs.  The principal value                
of the lower-quality securities in which these Funds invest will                
be affected by interest rate levels, general economic                           
conditions, specific industry conditions and the                                
creditworthiness of the individual issuer. Although these Funds                 
seek to reduce risk by portfolio diversification, credit                        
analysis and attention to trends in the economy, industries and                 
financial markets, such efforts will not eliminate all risk.                    
There can, of course, be no assurance that these Funds will                     
achieve these results.                                                          

The Funds' prospectus, for the Bond Fund and the High Yield Bond                
Fund, in the sections entitled "Investment Strategies" and                      
"Primary Risks", describe the special considerations and                        
additional risk factors associated with each Fund's investments                 
in lower-rated debt securities commonly referred to as "junk                    
bonds."                                                                         

EMERGING MARKETS                                                                
The economies, markets, and political structures of a number of                 
the countries in which the EAFE International Index Fund can                    
invest do not compare favorably with the U.S. and other mature                  
economies in terms of wealth and stability.  Therefore,                         
investments in these countries will be riskier and more subject                 
to erratic and abrupt price movements.  This is particularly                    
true for emerging market nations.                                               

Some economies are less well developed, overly reliant on                       
particular industries, and more vulnerable to the ebb and flow                  
of international trade, trade barriers, and other protectionist                 
or retaliatory measures.  Certain countries have histories of                   
political instability and upheaval that could cause their                       
governments to act in a detrimental or hostile manner toward                    
private enterprise or foreign investment.  Actions such as                      
nationalizing a company or industry, expropriating assets, or                   
imposing punitive taxes could have a severe effect on security                  
prices and impair the Fund's ability to repatriate capital or                   
income.  Significant external risks, including war, currently                   
affect some countries.                                                          

Additional factors which may influence the ability or                           
willingness of a country to service debt include, but are not                   
limited to, the country's cash flow situation, the availability                 
of sufficient foreign exchange on the date payment is due, the                  
relative size of the country's debt service burden to the                       
economy as a whole, its government policy toward particular                     
international agencies and any political restrictions that may                  
be imposed.                                                                     

HIGH YIELD/HIGH RISK SECURITIES                                                 
Larger bond issues are evaluated by nationally recognized                       
statistical rating organizations (each, an "NRSRO") such as                     
Moody's Investors Service, Inc. ("Moody's") and Standard &                      
Poor's Ratings Group ("Standard & Poor's") on the basis of the                  
issuer's ability to meet all required interest and principal                    
payments.  The highest ratings are assigned to issuers perceived                
to be the best credit risks.  The Adviser's research analysts                   
also evaluate all portfolio holdings of the Funds, including                    
those rated by an NRSRO.  Other things being equal, lower-rated                 
bonds generally have higher yields due to greater risk.  High                   
yield, high risk securities are those rated below "Baa" by                      
Moody's or "BBB" by Standard & Poor's or those that are not                     
rated but judged by the Adviser to be of comparable quality.                    
While the Funds are permitted to purchase defaulted bonds, the                  
Adviser will acquire such securities only if the portfolio                      
manager foresees the potential for significant capital                          
appreciation.                                                                   

Sensitivity to Interest Rates and Economic Changes.  High-yield                 
bonds are very sensitive to adverse economic changes and                        
corporate developments and their yields will fluctuate over                     
time.  During an economic downturn or substantial period of                     
rising interest rates, highly leveraged issuers may experience                  
financial stress that would adversely affect their ability to                   
service their principal and interest payment obligations, to                    
meet projected business goals, and to obtain additional                         
financing.  If the issuer of a bond defaulted on its obligations                
to pay interest or principal or entered into bankruptcy                         
proceedings, the Fund may incur losses or expenses in seeking                   
recovery of amounts owed to it.  In addition, periods of                        
economic uncertainty and changes can be expected to result in                   
increased volatility of market prices of high-yield bonds and                   
the Portfolio's net asset value.                                                

Payment Expectations.  High-yield bonds may contain redemption                  
or call provisions.  If an issuer exercised these provisions in                 
a declining interest rate market, the Fund would have to replace                
the security with a lower-yielding security, resulting in a                     
decreased return for investors.  Conversely, a high-yield bond's                
value will decrease in a rising interest rate market, as will                   
the value of the Fund's assets.  If the Fund experiences                        
unexpected net redemptions, this may force it to sell high-yield                
bonds without regard to their investment merits, thereby                        
decreasing the asset base upon which expenses can be spread and                 
possibly reducing the Fund's rate of return.                                    

Liquidity and Valuation.  There may be little trading in the                    
secondary market for particular bonds, which may affect                         
adversely the Fund's ability to value accurately or dispose of                  
such bonds. Adverse publicity and investor perceptions, whether                 
or not based on fundamental analysis, may decrease the values                   
and liquidity of high-yield bonds, especially in a thin market.                 

Investments in Foreign Securities                                               

American Depositary Receipts.   All Funds, except the Short-term                
Government Fund, the Lehman Aggregate Bond Index Fund, and the                  
Money Market Fund, may invest in American Depository Receipts.                  
American Depositary Receipts ("ADRs") may be issued in sponsored                
or unsponsored programs. In sponsored programs, the issuer makes                
arrangements to have its securities traded in the form of ADRs;                 
in unsponsored programs, the issuer may not be directly involved                
in the creation of the program. Although the regulatory                         
requirements with respect to sponsored and unsponsored programs                 
are generally similar, the issuers of unsponsored ADRs are not                  
obligated to disclose material information in the United States                 
and, therefore, such information may not be reflected in the                    
market value of the ADRs.                                                       

European and Global  Depository Receipts  The EAFE International                
Index Fund, the High Yield Bond Fund may invest indirectly in                   
securities of emerging market issuers through sponsored or                      
unsponsored  European Depositary Receipts ("DRs") or Global                     
Depositary Receipts ("GDRs").  EDRs represent securities of                     
foreign issuers and are designed for use in European markets.                   
GDR's represents ownership in a non-U.S. company's publicly                     
traded securities that are traded on foreign stock exchanges or                 
foreign over-the-counter markets.  Holders of unsponsored EDRs                  
or GDRs generally bear all the costs of such facilities and the                 
depository of an unsponsored facility frequently is under no                    
obligation to distribute investor communications received from                  
the issuer of the deposited security or to pass through voting                  
rights to the holders of such receipts in respect of the                        
deposited securities.                                                           

Foreign Sovereign Debt Securities  The Bond Fund, the High Yield                
Bond Fund may invest in foreign sovereign debt securities,                      
including those of emerging market nations, and Brady Bonds.                    
Sovereign obligors in emerging market nations are among the                     
world's largest debtors to commercial banks, other governments,                 
international financial organizations and other financial                       
institutions.  Some of these obligors have in the past                          
experienced substantial difficulties in servicing their external                
debt obligations, leading to defaults on certain obligations and                
the restructuring of certain indebtedness.  Restructuring                       
arrangements have included, among other things, reducing and                    
rescheduling interest and principal payments by negotiating new                 
or amended credit agreements or converting outstanding principal                
and unpaid interest to Brady Bonds, and obtaining new credit to                 
finance interest payments.  Holders of certain foreign sovereign                
debt securities may be requested to participate in the                          
restructuring of such obligations and to extend further loans to                
their issuers.  There can be no assurance that the Brady Bonds                  
and other foreign sovereign debt securities in which the Funds                  
may invest will not be subject to similar restructuring                         
arrangements or to requests for new credit which may adversely                  
affect the Funds' holdings.  Furthermore, certain participants                  
in the secondary market for such debt may be directly involved                  
in negotiating the terms of these arrangements and may therefore                
have access to information not available to other market                        
participants.                                                                   

Brady Bonds are debt securities issued under the framework of                   
the Brady Plan, an initiative announced by U.S. Treasury                        
Secretary Nicholas F. Brady in 1989 as a mechanism for debtor                   
nations to restructure their outstanding external indebtedness.                 
In restructuring external debt under the Brady Plan framework, a                
debtor nation negotiates with its existing bank lenders as well                 
as multilateral institutions such as the International Bank for                 
Reconstruction and Development (the "World Bank") and the                       
International Monetary Fund (the "IMF").  The Brady Plan                        
framework, as it has developed, contemplates the exchange of                    
commercial bank debt for newly-issued bonds.  The World Bank                    
and/or the IMF support the restructuring by providing funds                     
pursuant to loan agreements or other arrangements which enable                  
the debtor nation to collateralize the new Brady Bonds or to                    
repurchase outstanding bank debt at a discount.  Under these                    
arrangements with the World Bank or the IMF, debtor nations have                
been required to agree to implement certain domestic monetary                   
and fiscal reforms.  Such reforms have included liberalization                  
of trade and foreign investment, privatization of state-owned                   
enterprises and setting targets for public spending and                         
borrowing.  These policies and programs seek to promote the                     
debtor country's economic growth and development.  Investors                    
should recognize that the Brady Plan only sets forth general                    
guiding principles for economic reform and debt reduction,                      
emphasizing that solutions must be negotiated on a case-by-case                 
basis between debtor nations and their creditors.  The Adviser                  
believes that economic reforms undertaken by countries in                       
connection with the issuance of Brady Bonds make the debt of                    
countries which have issued or have announced plans to issue                    
Brady Bonds an attractive opportunity for investment.                           

Investors should recognize that Brady Bonds have been issued                    
somewhat recently and, accordingly, do not have a long payment                  
history.  The financial packages offered by each country differ.                
The types of options have included the exchange of outstanding                  
commercial bank debt for bonds issued at 100% of face value of                  
such debt, which carry a below-market stated rate of interest                   
(generally known as par bonds), bonds issued at a discount of                   
face value of such debt (generally known as discount bonds), and                
bonds bearing an interest rate which increases over time and the                
advancement of new money by existing lenders.  The principal of                 
certain Brady Bonds has been collateralized by U.S. Treasury                    
zero-coupon bonds with a maturity equal to the final maturity of                
such Brady Bonds.  Collateral purchases are financed by the IMF,                
the World Bank and the debtor nations' reserves.  In addition,                  
the first two or three interest payments on certain types of                    
Brady Bonds may be collateralized by cash or securities agreed                  
upon by creditors.  Subsequent interest payments may be                         
uncollateralized or may be collateralized over specified periods                
of time.  The Funds may purchase Brady Bonds with no or limited                 
collateralization, and will be relying for payment of interest                  
and principal primarily on the willingness of the foreign                       
government to make payment in accordance with the terms of the                  
Brady Bonds.  Brady Bonds issued to date are generally purchased                
and sold in secondary markets through U.S. securities dealers                   
and maintained through European transnational securities                        
depositories.  A substantial portion of Brady Bonds and other                   
sovereign debt securities in which the Funds may invest are                     
likely to be acquired at a discount.                                            

Investing in foreign sovereign debt securities will expose the                  
Funds to the direct or indirect consequences of political,                      
social or economic changes in the emerging market nations that                  
issue the securities.  The ability and willingness of sovereign                 
obligors in emerging market nations or the governmental                         
authorities that control repayment of their external debt to pay                
principal and interest on such debt when due may depend on                      
general economic and political conditions within the relevant                   
country.  Countries such as those in which the Funds may invest                 
have historically experienced, and may continue to experience,                  
high rates of inflation, high interest rates, exchange rate                     
trade difficulties and extreme poverty and unemployment.  Many                  
of these countries are also characterized by political                          
uncertainty or instability.  Additional factors which may                       
influence the ability or willingness to service debt include,                   
but are not limited to, a country's cash flow situation, the                    
availability of sufficient foreign exchange on the date a                       
payment is due, the size of its debt service burden relative to                 
the economy as a whole, and its government's policy towards the                 
IMF, the World Bank and other international agencies.                           

The ability of a foreign sovereign obligor to make timely                       
payments on its external debt obligations will also be strongly                 
influenced by the obligor's balance of payments, including                      
export performance, its access to international credits and                     
investments, fluctuations in interest rates and the extent of                   
its foreign reserves.  A country whose exports are concentrated                 
in a few commodities or whose economy depends on certain                        
strategic imports could be vulnerable to fluctuations in                        
international prices of these commodities or imports.  To the                   
extent that a country receives payment for its exports in                       
currencies other than dollars, its ability to make debt payments                
denominated in dollars could be adversely affected.  If a                       
foreign sovereign obligor cannot generate sufficient earnings                   
from foreign trade to service its external debt, it may need to                 
depend on continuing loans and aid from foreign governments,                    
commercial banks and multilateral organizations, and inflows of                 
foreign investment.  The commitment on the part of these foreign                
governments, multilateral organizations and others to make such                 
disbursements may be conditioned on the government's                            
implementation of economic reforms and/or economic performance                  
and the timely service of its obligations.  Failure to implement                
such reforms, achieve such levels of economic performance or                    
repay principal or interest when due may result in the                          
cancellation of such third parties' commitments to lend funds,                  
which may further impair the obligor's ability or willingness to                
timely service its debts.  The cost of servicing external debt                  
will also generally be adversely affected by rising                             
international interest rates, because many external debt                        
obligations bear interest at rates which are adjusted based upon                
international interest rates.  The ability to service external                  
debt will also depend on the level of the relevant government's                 
international currency reserves and its access to foreign                       
exchange.  Currency devaluations may affect the ability of a                    
sovereign obligor to obtain sufficient foreign exchange to                      
service its external debt.                                                      

As a result of the foregoing, a governmental obligor may default                
on its obligations.  If such an event occurs, a Fund may have                   
limited legal recourse against the issuer and/or guarantor.                     
Remedies must, in some cases, be pursued in the courts of the                   
defaulting party itself, and the ability of the holder of                       
foreign sovereign debt securities to obtain recourse may be                     
subject to the political climate in the relevant country.  In                   
addition, no assurance can be given that the holders of                         
commercial bank debt will not contest payments to the holders of                
other foreign sovereign debt obligations in the event of default                
under their commercial bank loan agreements.                                    

Foreign Exchange.    If a foreign country cannot generate                       
sufficient earnings from foreign trade to service its external                  
debt, it may need to depend on continuing loans and aid from                    
foreign governments, commercial banks, multilateral                             
organizations, and inflows of foreign investment. The cost of                   
servicing external debt will also generally be adversely                        
affected by rising international interest rates because many                    
external debt obligations bear interest at rates which are                      
adjusted based upon international interest rates. The ability to                
service external debt will also depend on the level of the                      
relevant government's international currency reserves and its                   
access to foreign currencies.  Currency devaluations may affect                 
the ability of an obligor to obtain sufficient foreign                          
currencies to service its external debt.                                        

Foreign Currency Exchange Transactions.   Each Fund that engages                
in  foreign currency exchange transactions may do so on a spot                  
(i.e., cash) basis at the spot rate prevailing in the foreign                   
exchange currency market, or on a forward basis to "lock in" the                
U.S. dollar price of the security.  A forward foreign currency                  
exchange contract (a "forward contract") involves an obligation                 
to purchase or sell a specific currency at a future date, which                 
may be any fixed number of days from the date of the contract                   
agreed upon by the parties, at a price set at the time of the                   
contract.  These contracts are principally traded in the                        
interbank market conducted directly between currency traders                    
(usually large commercial banks) and their customers.  A forward                
contract generally has no deposit requirement, and no                           
commissions are charged at any stage for trades.  Forwards will                 
be used primarily to adjust the foreign exchange exposure of a                  
Fund with a view to protecting the portfolios from adverse                      
currency movements, based on the Adviser's outlook.  Forwards                   
involve other risks, including, but not limited to, significant                 
volatility in currency markets.  In addition, currency movements                
may not occur exactly as the Adviser expected, so the use of                    
forwards could adversely affect a Fund's total return.                          

The Funds may enter into forward foreign currency exchange                      
contracts under the following circumstances.  First, when a Fund                
enters into a contract for the purchase or sale of a security                   
denominated in a foreign currency, it may desire to "lock in"                   
the U.S. dollar price of the security.  By entering into a                      
forward contract for the purchase or sale, for a fixed amount of                
dollars, of the amount of foreign currency involved in the                      
underlying security transactions, the Fund will be able to                      
protect itself against a possible loss resulting from an adverse                
change in the relationship between the U.S. dollar and the                      
subject foreign currency during the period between the date the                 
security is purchased or sold, and the date on which payment is                 
made or received.                                                               

Second, when the Adviser believes that the currency of a                        
particular foreign country may suffer or enjoy a substantial                    
movement against another currency, it may enter into a forward                  
contract to sell or buy the amount of the former foreign                        
currency, approximating the value of some or all of a Fund's                    
portfolio securities denominated in such foreign currency.                      
Alternatively, where appropriate, a Fund may hedge all or part                  
of its foreign currency exposure through the use of a basket of                 
currencies or a proxy currency where such currency or currencies                
act as an effective proxy for other currencies.  In such a case,                
the Funds may enter into a forward contract where the amount of                 
the foreign currency to be sold exceeds the value of the                        
securities denominated in such currency.  The use of this basket                
hedging technique may be more efficient and economical than                     
entering into separate forward contracts for each currency held                 
in a Fund.  The precise matching of the forward contract amounts                
and the value of the securities involved will not generally be                  
possible since 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.  The                          
projection of short-term currency market movement is extremely                  
difficult, and the successful execution of a short-term hedging                 
strategy is highly uncertain.  The Adviser does not intend to                   
enter into such forward contracts under this second circumstance                
if, as result, a Fund will have more than 20% of the value of                   
its net assets committed to the consummation of such contracts.                 

Other than as set forth above, and immediately below, a Fund                    
will not enter into such forward contracts or maintain a net                    
exposure to such contracts where the consummation of the                        
contracts would obligate the Fund to deliver an amount of                       
foreign currency in excess of the value of the Fund's portfolio                 
securities or other assets denominated in that currency.  Each                  
Fund, however, in order to avoid excess transactions and                        
transaction costs, may maintain a net exposure to forward                       
contracts in excess of the value of the Fund's portfolio                        
securities or other assets to which the forward contracts relate                
(including accrued interest to the maturity of the forward on                   
such securities), provided the excess amount is "covered" by                    
liquid, high-grade debt securities, denominated in any currency,                
at least equal at all times to the amount of such excess.  For                  
these purposes "the securities or other assets to which the                     
forward contract relate" may be securities or assets denominated                
in a single currency, or where proxy forwards are used,                         
securities denominated in more than one currency.  Under normal                 
circumstances, consideration of the prospect for currency                       
parities will be incorporated into the longer term investment                   
decisions made with regard to overall diversification                           
strategies.  However, the Adviser believes that it is important                 
to have the flexibility to enter into such forward contracts                    
when it determines that the best interests of the Funds will be                 
served.  At the maturity of a forward contract, a Fund may                      
either sell the portfolio security and make delivery of the                     
foreign currency, or it may retain the security and terminate                   
its contractual obligation to deliver the foreign currency by                   
purchasing an "offsetting" contract obligating it to purchase,                  
on the same maturity date, the same amount of the foreign                       
currency.  It is often not possible to effectively hedge the                    
currency risk associated with emerging market nation debt                       
securities because their currency markets are not sufficiently                  
developed.                                                                      

As indicated above, it is impossible to forecast with absolute                  
precision the market value of portfolio securities at the                       
expiration of the forward contract.  Accordingly, it may be                     
necessary for a Fund to purchase additional foreign currency on                 
the spot market (and bear the expense of such purchase) if the                  
market value of the security is less than the amount of foreign                 
currency the Fund 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 Fund is obligated to deliver.  However, as                 
noted, in order to avoid excessive transactions and transaction                 
costs, the Funds may use liquid securities, denominated in any                  
currency, to cover the amount by which the value of a forward                   
contract exceeds the value of the securities to which it                        
relates.                                                                        

If a Fund retains the portfolio security and engages in an                      
offsetting transaction, the Fund will incur a gain or a loss (as                
described below) to the extent that there has been movement in                  
forward contract prices.  If a Fund engages in an offsetting                    
transaction, it may subsequently enter into a new forward                       
contract to sell the foreign currency.  Should forward prices                   
decline during the period between a Fund's entering into a                      
forward contract for the sale of a foreign currency and the date                
it enters into an offsetting contract for the purchase of the                   
foreign currency, the Fund will realize a gain to the extent the                
price of the currency it has agreed to sell exceeds the price of                
the currency it has agreed to purchase.  Should forward prices                  
increase, a Fund will suffer a loss to the extent the price of                  
the currency it has agreed to purchase exceeds the price of the                 
currency it has agreed to sell.                                                 

Costs Of Hedging.  When a Fund purchases a foreign bond with a                  
higher interest rate than is available on U.S. bonds of a                       
similar maturity, the additional yield on the foreign bond could                
be substantially lost if the Fund were to enter into a direct                   
hedge by selling the foreign currency and purchasing the U.S.                   
Dollar.  This is what is commonly referred to as the "cost" of                  
hedging.  Proxy hedging attempts to reduce this cost through an                 
indirect hedge back to the U.S. Dollar.  It is important to note                
that the hedging costs are treated as capital transactions and                  
are not, therefore, deducted from the Fund's dividend                           
distribution and are not reflected in its yield.  Instead, such                 
costs will, over time, be reflected in the Fund's net asset                     
value.                                                                          

Foreign Markets.   Delays in settlement which may occur in                      
connection with transactions involving foreign securities could                 
result in temporary periods when a portion of the assets of a                   
Fund is uninvested and no return is earned thereon. The                         
inability of a Fund to make intended security purchases due to                  
settlement problems could cause the Fund to miss attractive                     
investment opportunities. Inability to dispose of portfolio                     
securities due to settlement problems could result in losses to                 
a Fund due to subsequent declines in values of the portfolio                    
securities or, if the Fund has entered into a contract to sell                  
the security, possible liability to the purchaser. Certain                      
foreign markets, especially emerging markets, may require                       
governmental approval for the repatriation of investment income,                
capital or the proceeds of sales of securities by foreign                       
investors. A Fund could be adversely affected by delays in, or a                
refusal to grant, any required governmental approval for                        
repatriation of capital, as well as by the application to the                   
portfolio of any restrictions on investments.                                   

Foreign Debt Securities.   Investing in foreign debt securities                 
will expose the Funds to the direct or indirect consequences of                 
political, social or economic changes in the industrialized                     
developing and emerging countries that issue the securities. The                
ability and willingness of obligor or the governmental                          
authorities that control repayment of their external debt to pay                
principal and interest on such debt when due may depend on                      
general economic and political conditions within the relevant                   
country.   Additional country-related factors unique to foreign                 
issuers which may influence the ability or willingness to                       
service debt include, but are not limited to, a country's cash                  
flow situation, the availability of sufficient foreign exchange                 
on the date a payment is due, the relative size of its debt                     
service burden to the economy as a whole, and its government's                  
relationships with the International Monetary Fund, the World                   
Bank and other international agencies.                                          

Foreign Securities.   The EAFE International Index Fund may                     
invest 100% of its net assets in foreign securities.  Subject to                
the Fund's quality and maturity standards, the High Yield Bond                  
Fund may invest without limitation in the securities (payable in                
U.S. dollars) of foreign issuers and in the securities of                       
foreign branches of U.S. banks such as negotiable certificates                  
of deposit (Eurodollars).  The High Yield Bond Fund may invest                  
up to 20% of its net assets in non-U.S. dollar-denominated                      
fixed-income securities principally traded in financial markets                 
outside the United States.  Because the Funds may invest in                     
foreign securities, investments in the Funds involve risks that                 
are different in some respects from investments in a fund which                 
invests only in debt obligations of U.S. domestic issuers.                      
Foreign investments may be affected favorably or unfavorably by                 
changes in currency rates and exchange control regulations.                     
There may be less publicly available information about a foreign                
company than about a U.S. company, and foreign companies may not                
be subject to accounting, auditing and financial reporting                      
standards and requirements comparable to those applicable to                    
U.S. companies.  There may be less governmental supervision of                  
securities markets, brokers and issuers of securities.                          
Securities of some foreign companies are less liquid or more                    
volatile than securities of U.S. companies, and foreign                         
brokerage commissions and custodian fees are generally higher                   
than in the United States.  Settlement practices may include                    
delays and may differ from those customary in U.S. markets.                     
Investments in foreign securities may also be subject to other                  
risks different from those affecting U.S. investments, including                
local political or economic developments, expropriation or                      
nationalization of assets, restrictions on foreign investment                   
and repatriation of capital, imposition of withholding taxes on                 
dividend or interest payments, currency blockage (which would                   
prevent cash from being brought back to the United States), and                 
difficulty in enforcing legal rights outside the United States.                 

In addition to the foreign securities listed above, the High                    
Yield Bond Fund may invest in foreign sovereign debt securities                 
which involve certain additional risks.  See "Foreign Sovereign                 
Debt Securities" above.                                                         

Futures Contracts                                                               
For hedging purposes, including protecting the price or interest                
rate of securities that the Fund intends to buy, all Funds                      
except the Money Market Fund may enter into futures contracts                   
that relate to securities in which it may directly invest and                   
indices comprised of such securities and may purchase.  As a                    
temporary investment strategy, until a Fund reaches $50 million                 
in net assets, the Everest Fund,  the S&P MidCap 400 Fund, the                  
Russell 2000 Small Cap Index Fund, the Nasdaq-100 Index Fund,                   
the EAFE International Index Fund, the Total Social Impact Fund,                
the Lehman Aggregate Bond Index Fund, the Balanced Index Fund                   
and the Short-term Government Fund may invest up to 100% of                     
their assets in such futures and/or options contracts.                          
Thereafter, the above mentioned Funds may invest up to 20% of                   
the Fund's assets in such futures and/or options contracts.  In                 
addition, the S&P 500 Index Fund and the Bond Fund may invest up                
to 20% of the Fund's assets in such futures and/or options                      
contracts.  There is not a temporary investment strategy for the                
S&P 500 Index Fund or the Bond Fund.  Lastly, the High Yield                    
Bond Fund may invest in futures contracts or options thereon as                 
a bona-fide hedge if immediately thereafter the sum of the                      
amounts of initial margin deposits on the Fund's existing                       
futures and premiums paid for options on futures would not                      
exceed 5% of the market value of the Fund's total assets;                       
provided, however, that in the case of an option that is in-the-                
money at the time of purchase, the in-the-money amount may be                   
excluded in the calculation of the 5% limitation. The Funds do                  
not intend to enter into futures contracts that are not traded                  
on exchanges or boards of trade.                                                

A financial futures contract is a contract to buy or sell a                     
specified quantity of financial instruments such as U.S.                        
Treasury bills, notes and bonds, commercial paper and bank                      
certificates of deposit or the cash value of a financial                        
instrument index at a specified future date at a price agreed                   
upon when the contract is made.  A stock index futures contract                 
is a contract to buy or sell specified units of a stock index at                
a specified future date at a price agreed upon when the contract                
is made.  The value of a unit is based on the current value of                  
the contract index.  Under such contracts no delivery of the                    
actual stocks making up the index takes place.  Rather, upon                    
expiration of the contract, settlement is made by exchanging                    
cash in an amount equal to the difference between the contract                  
price and the closing price of the index at expiration, net of                  
variation margin previously paid.                                               

Substantially all futures contracts are closed out before                       
settlement date or called for cash settlement.  A futures                       
contract is closed out by buying or selling an identical                        
offsetting futures contract.  Upon entering into a futures                      
contract, the Fund is required to deposit an initial margin with                
the Custodian for the benefit of the futures broker.  The                       
initial margin serves as a "good faith" deposit that the Fund                   
will honor their futures commitments.  Subsequent payments                      
(called "variation margin") to and from the broker are made on a                
daily basis as the price of the underlying investment                           
fluctuates.  In the event of the bankruptcy of the futures                      
broker that holds margin on behalf of the Fund, the Fund may be                 
entitled to return of margin owed to it only in proportion to                   
the amount received by the broker's other customers.  The                       
Adviser will attempt to minimize this risk by monitoring the                    
creditworthiness of the futures brokers with which the Fund does                
business.                                                                       

Because the value of index futures depends primarily on the                     
value of their underlying indexes, the performance of the broad-                
based contracts will generally reflect broad changes in common                  
stock prices.  However, because a Fund may not be invested in                   
precisely the same proportion as an Index, it is likely that the                
price changes of the Fund's index futures positions will not                    
match the price changes of the Fund's other investments.                        

Options on futures contracts give the purchaser the right to                    
assume a position at a specified price in a futures contract at                 
any time before expiration of the option contract.                              

The Funds will enter into futures contracts which are traded on                 
national futures exchanges and are standardized as to maturity                  
date and underlying financial instrument.  The principal                        
financial futures exchanges in the United States are the Board                  
of Trade of the City of Chicago, the Chicago Mercantile                         
Exchange, the New York Futures Exchange and the Kansas City                     
Board of Trade.  Futures exchanges and trading in the United                    
States are regulated under the Commodity Exchange Act by the                    
Commodity Futures Trading Commission ("CFTC").  Although                        
techniques other than the sale and purchase of futures contracts                
could be used for the above-referenced purposes, futures                        
contracts offer an effective and relatively low cost means of                   
implementing the Funds' objectives in these areas.                              

Regulatory Limitations.  The Funds will engage in transactions                  
in futures contracts and options thereon only for bona fide                     
hedging, risk management and other permissible purposes, in each                
case in accordance with the rules and regulations of the CFTC,                  
and not for speculation.                                                        

In instances involving the purchase of futures contracts or call                
options thereon or the writing of put options thereon by the                    
Funds, an amount of cash, U.S. Government securities or other                   
liquid securities, equal to the market value of the futures                     
contracts and options thereon (less any related margin                          
deposits), will be deposited in a segregated account with the                   
Funds' custodian to cover the position, or alternative cover                    
will be employed thereby insuring that the use of such futures                  
contracts and options is unleveraged.                                           

In addition, CFTC regulations may impose limitations on the                     
Funds' ability to engage in certain yield enhancement and risk                  
management strategies. If the CFTC or other regulatory                          
authorities adopt different (including less stringent) or                       
additional restrictions, the Funds would comply with such new                   
restrictions.                                                                   

SPECIAL RISKS OF FUTURES CONTRACTS                                              

Volatility And Leverage.   The prices of futures contracts are                  
volatile and are influenced, among other things, by actual and                  
anticipated changes in the market and interest rates, which in                  
turn are affected by fiscal and monetary policies and national                  
and international policies and economic events.                                 

Most United States futures exchanges limit the amount of                        
fluctuation permitted in futures contract prices during a single                
trading day.  The daily limit establishes the minimum amount                    
that the price of a futures contract may vary either up or down                 
from the previous day's settlement price at the end of a trading                
session.  Once the daily limit has been reached in a particular                 
type of futures contract, no trades may be made on that day at a                
price beyond that limit.  The daily limit governs only price                    
movement during a particular trading day and therefore does not                 
limit potential losses, because the limit may prevent the                       
liquidation of unfavorable positions.  Futures contract prices                  
have occasionally moved 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.                          

Because of the low margin deposits required, futures trading                    
involves an extremely high degree of leverage.  As a result, a                  
relatively small price movement in a futures contract may result                
in immediate and substantial loss, as well as gain, to the                      
investor.  For example, if at the time of purchase, 10% of the                  
value of the futures contract is deposited as margin, a                         
subsequent 10% decrease in the value of the futures contract                    
would result in a total loss of the margin deposit, before any                  
deduction for the transaction costs, if the account were then                   
closed out.  A 15% decrease would result in a loss equal to 150%                
of the original margin deposit, if the contract were closed out.                
Thus, a purchase or sale of a futures contract may result in                    
losses in excess of the amount invested in the futures contract.                
However, a Fund would presumably have sustained comparable                      
losses if, instead of the futures contract, it had invested in                  
the underlying instrument and sold it after the decline.                        
Furthermore, in the case of a futures contract purchase, in                     
order to be certain that a Fund has sufficient assets to satisfy                
its obligations under a futures contract, the Fund earmarks to                  
the futures contract money market instruments equal in value to                 
the current value of the underlying instrument less the margin                  
deposit.                                                                        

Liquidity.   Each Fund that is eligible to use futures contracts                
may elect to close some or all of its futures positions at any                  
time prior to their expiration.  A Fund would do so to reduce                   
exposure represented by long futures positions or increase                      
exposure represented by short futures positions.  A Fund may                    
close its positions by taking opposite positions which would                    
operate to terminate the Fund's position in the futures                         
contracts.  Final determinations of variation margin would then                 
be made, additional cash would be required to be paid by or                     
released to the Fund, and the Fund would realize a loss or a                    
gain.                                                                           

Futures contracts may be closed out only on the exchange or                     
board of trade where the contracts were initially traded.                       
Although each Fund intends to purchase or sell futures contracts                
only on exchanges or boards of trade where there appears to be                  
an active market, there is no assurance that a liquid market on                 
an exchange or board of trade will exist for any particular                     
contract at any particular time.  In such event, it might not be                
possible to close a futures contract, and in the event of                       
adverse price movements, each Fund would continue to be required                
to make daily cash payments of variation margin.  However, in                   
the event futures contracts have been used to hedge the                         
underlying instruments, the Funds would continue to hold the                    
underlying instruments subject to the hedge until the futures                   
contracts could be terminated.  In such circumstances, an                       
increase in the price of the underlying instruments, if any,                    
might partially or completely offset losses on the futures                      
contract.  However, as described below, there is no guarantee                   
that the price of the underlying instruments will in fact                       
correlate with the price movements in the futures contract and                  
thus provide an offset to losses on a futures contract.                         

Hedging Risk.   A decision of whether, when, and how to hedge                   
involves skill and judgment, and even a well-conceived hedge may                
be unsuccessful to some degree because of unexpected market                     
behavior, or market or interest rate trends.  There are several                 
risks in connection with the use by the Funds of futures                        
contract as a hedging device.  One risk arises because of the                   
imperfect correlation between movements in the prices of the                    
futures contracts and movements in the prices of the underlying                 
instruments which are the subject of the hedge.  The Adviser                    
will, however, attempt to reduce this risk by entering into                     
futures contracts whose movements, in its judgment, will have a                 
significant correlation with movements in the prices of each                    
Fund's underlying instruments sought to be hedged.                              

Successful use of futures contracts by the Funds for hedging                    
purposes is also subject to the Adviser's ability to correctly                  
predict movements in the direction of the market.  It is                        
possible that, when a Fund has sold futures to hedge its                        
portfolio against a decline in the market, the index, indices,                  
or underlying instruments on which the futures are written might                
advance and the value of the underlying instruments held in the                 
Fund's portfolio might decline.  If this were to occur, the Fund                
would lose money on the futures and also would experience a                     
decline in value in its underlying instruments.  However, while                 
this might occur to a certain degree, the Adviser believes that                 
over time the value of a Fund's portfolio will tend to move in                  
the same direction as the market indices which are intended to                  
correlate to the price movements of the underlying instruments                  
sought to be hedged.  It is also possible that if a Fund were to                
hedge against the possibility of a decline in the market                        
(adversely affecting the underlying instruments held in its                     
portfolio) and prices instead increased, the Fund would lose                    
part or all of the benefit of increased value of those                          
underlying instruments that it has hedged, because it would have                
offsetting losses in its futures positions.  In addition, in                    
such situations, if a Fund had insufficient cash, it might have                 
to sell underlying instruments to meet daily variation margin                   
requirements.  Such sales of underlying instruments might be,                   
but would not necessarily be, at increased prices (which would                  
reflect the rising market).  The Funds might have to sell                       
underlying instruments at a time when it would be                               
disadvantageous to do so.                                                       

In addition to the possibility that there might be an imperfect                 
correlation, or no correlation at all, between price movements                  
in the futures contracts and the portion of the portfolio being                 
hedged, the price movements of futures contracts might not                      
correlate perfectly with price movements in the underlying                      
instruments due to certain market distortions.  First, all                      
participants in the futures market are subject to margin deposit                
and maintenance requirements.  Rather than meeting additional                   
margin deposit requirements, investors might close futures                      
contracts through offsetting transactions which could distort                   
the normal relationship between the underlying instruments and                  
futures markets.  Second, the margin requirements in the futures                
market are less onerous than margin requirements in the                         
securities markets, and as a result the futures market might                    
attract more speculators than the securities markets do.                        
Increased participation by speculators in the futures market                    
might also cause temporary price distortions.  Due to the                       
possibility of price distortion in the futures market and also                  
because of the imperfect correlation between price movements in                 
the underlying instruments and movements in the prices of                       
futures contracts, even a correct forecast of general market                    
trends by the Adviser might not result in a successful hedging                  
transaction over a very short time period                                       

Options                                                                         
The Total Social Impact Fund, the Bond Fund, the Balanced Index                 
Fund, the Lehman Aggregate Bond Index Fund, the Short-term                      
Government Fund, the High Yield Bond Fund may sell (write)                      
listed options on U.S. Treasury Securities and options on                       
contracts for the future delivery of U.S. Treasury Securities as                
a means of hedging the value of such securities owned by the                    
Fund.  The S&P 500 Index Fund, the S&P MidCap 400 Index Fund,                   
the Russell 2000 Small Cap Index Fund, the Nasdaq-100 Index                     
Fund, the EAFE International Index Fund, the Total Social Impact                
Fund, the Everest Fund and the Balanced Index Fund may enter                    
into options on futures contracts that relate to securities in                  
which it may directly invest and indices comprised of such                      
securities and may purchase and write call and put options on                   
such contracts.  In addition, each of the above Funds may write                 
covered call options on any security in which it is eligible to                 
invest.                                                                         

As a writer of a call option, a Fund may terminate its                          
obligation by effecting a closing purchase transaction.  This is                
accomplished by purchasing an option of the same series as the                  
option previously written.  However, once the Fund has been                     
assigned an exercise notice, the Fund will be unable to effect a                
closing purchase transaction.  There can be no assurance that a                 
closing purchase transaction can be effected when the Fund so                   
desires.                                                                        

The Fund will realize a profit from a closing transaction if the                
price of the transaction is less than the premium received from                 
writing the option; the Fund will realize a loss from a closing                 
transaction if the price of the transaction is more than the                    
premium received from writing the option.  Since the market                     
value of call options generally reflects increases in the value                 
of the underlying security, any loss resulting from the closing                 
transaction may be wholly or partially offset by unrealized                     
appreciation of the underlying security.  Conversely, any gain                  
resulting from the closing transaction may be wholly or                         
partially offset by unrealized depreciation of the underlying                   
security.  The principal factors affecting the market value of                  
call options include supply and demand, the current market price                
and price volatility of the underlying security, and the time                   
remaining until the expiration date.                                            

Although the Funds will write only options and options on                       
futures contracts with respect to such securities which are                     
traded on a national exchange or Board of Trade, there is no                    
assurance that a liquid secondary market will exist for any                     
particular option.  In the event it is not possible to effect a                 
closing transaction, the Funds will not be able to sell the                     
underlying security, until the option expires or the option is                  
exercised by the holder.                                                        

Possible reasons for the absence of a liquid secondary market on                
an exchange include the following: (a) insufficient trading                     
interest in certain options; (b) restrictions on transactions                   
imposed by an exchange; (c) trading halts, suspensions or other                 
restrictions imposed with respect to particular classes or                      
series of options or underlying securities; (d) inadequacy of                   
the facilities of an exchange or the Clearing Corporation to                    
handle trading volume; or (e) a decision by one or more                         
exchanges to discontinue the trading of options or impose                       
restrictions on types of orders.  There can be no assurance that                
higher than anticipated trading activity or order flow or other                 
unforeseen events might not at times render the trading                         
facilities inadequate and thereby result in the institution of                  
special trading procedures or restrictions which could interfere                
with the Fund's ability to effect closing transactions.                         

The Total Social Impact Fund, the Balanced Index Fund, the                      
Lehman Aggregate Bond Index Fund, the Bond Fund, the Short-term                 
Government Fund, the High Yield Bond Fund may write call options                
on futures contracts on U.S. Treasury Securities as a hedge                     
against the adverse effect of expected increases in interest                    
rates on the value of Portfolio securities, in order to                         
establish more definitely the effective return on securities                    
held by the Portfolio.  The S&P 500 Index Fund, the S&P MidCap                  
400 Index Fund, the Russell 2000 Small Cap Index Fund, the                      
Nasdaq-100 Index Fund, the EAFE International Index Fund, the                   
Total Social Impact Fund, the Balanced Index Fund and the                       
Everest Fund may write call options on futures contracts on the                 
Index in which they are eligible to invest, or securities                       
included therein, only for hedging purposes to protect the price                
of securities it intends to buy and when such transactions                      
enable it to better meet its investment objectives.  The Funds                  
will not write options on futures contracts for speculative                     
purposes.                                                                       

A futures contract on a debt security is a binding contractual                  
commitment which will result in an obligation to make or accept                 
delivery, during a specified future time, of securities having                  
standardized face value and rate of return.  Selling a futures                  
contract on debt securities (assuming a short position) would                   
give the Portfolio a legal obligation and right as seller to                    
make future delivery of the security against payment of the                     
agreed price.                                                                   

Upon the exercise of a call option on a futures contract, the                   
writer of the option (the Fund) is obligated to sell the futures                
contract (to deliver a long position to the option holder) at                   
the option exercise price, which will presumably be lower than                  
the current market price of the contract in the futures market.                 
However, as with the trading of futures, most participants in                   
the options markets do not seek to realize their gains or losses                
by exercise of their option rights.  Instead, the holder of an                  
option will usually realize a gain or loss by buying or selling                 
an offsetting option at a market price that will reflect an                     
increase or a decrease from the premium originally paid.                        
Nevertheless, if an option on a futures contract written by the                 
Fund is exercised, the Fund intends to either close out the                     
futures contract by purchasing an offsetting futures contract,                  
or deliver the underlying securities immediately, in order to                   
avoid assuming a short position.  There can be no assurance that                
the Fund will be able to enter into an offsetting transaction                   
with respect to a particular contract at a particular time, but                 
it may always deliver the underlying security.                                  

As a writer of options on futures contracts, the Fund will                      
receive a premium but will assume a risk of adverse movement in                 
the price of the underlying futures contract.  If the option is                 
not exercised, the Portfolio will gain the amount of the                        
premium, which may partially offset unfavorable changes in the                  
value of securities held in the Fund.  If the option is                         
exercised, the Fund might incur a loss in the option transaction                
which would be reduced by the amount of the premium it has                      
received.                                                                       

While the holder or writer of an option on a futures contract