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ARK FUNDS

PROSPECTUS
JUNE _____, 2000

INCOME PORTFOLIO
SMALL-CAP EQUITY PORTFOLIO
INTERNATIONAL EQUITY SELECTION PORTFOLIO
INTERNATIONAL EQUITY PORTFOLIO
EMERGING MARKETS EQUITY PORTFOLIO

INVESTMENT ADVISOR:
ALLIED INVESTMENT ADVISORS, INC.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIME OFFENSE.
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HOW TO READ THIS PROSPECTUS

ARK Funds is a mutual fund family that offers different classes of shares in
separate investment portfolios (Portfolios). The Portfolios have individual
investment goals and strategies. This prospectus gives you important information
about the Retail Class A and Institutional Class Shares of the Portfolios that
you should know before investing. Please read this prospectus and keep it for
future reference.

This prospectus has been arranged into different sections so that you can easily
review this important information. On the next page, there is some general
information you should know about the Portfolios. For more detailed information
about each Portfolio, please see:

PAGE

ARK INCOME PORTFOLIO........................................... 4
ARK SMALL-CAP EQUITY PORTFOLIO................................. 8
ARK INTERNATIONAL EQUITY SELECTION PORTFOLIO................... 12
ARK INTERNATIONAL EQUITY PORTFOLIO............................. 19
ARK EMERGING MARKETS EQUITY PORTFOLIO.......................... 22
ADDITIONAL INFORMATION ABOUT RISK.............................. 25
EACH PORTFOLIO'S OTHER INVESTMENTS............................. 28
INVESTMENT ADVISOR............................................. 28
PURCHASING, SELLING AND EXCHANGING PORTFOLIO SHARES............ 30
DISTRIBUTION OF PORTFOLIO SHARES............................... 34
DIVIDENDS AND DISTRIBUTIONS.................................... 42
TAXES.......................................................... 42
FINANCIAL HIGHLIGHTS........................................... 43
HOW TO OBTAIN MORE INFORMATION ABOUT ARK FUNDS................. BACK COVER

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INTRODUCTION - INFORMATION COMMON TO ALL PORTFOLIOS

Each Portfolio is a mutual fund. A mutual fund pools shareholders' money and,
using professional investment managers, invests it in securities.

Each Portfolio has its own investment goal and strategies for reaching that
goal. The investment advisor invests each Portfolio's assets in a way that it
believes will help a Portfolio achieve its goal. Still, investing in each
Portfolio involves risk, and there is no guarantee that a Portfolio will achieve
its goal. The investment advisor's judgments about the markets, the economy, or
companies may not anticipate actual market movements, economic conditions or
company performance, and these judgments may affect the return on your
investment. In fact, no matter how good a job the investment advisor does, you
could lose money on your investment in a Portfolio, just as you could with other
investments. A Portfolio share is not a bank deposit and it is not insured or
guaranteed by the FDIC or any government agency.

The value of your investment in a Portfolio is based on the market prices of the
securities the Portfolio holds. These prices change daily due to economic and
other events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities a Portfolio owns and the markets in which they trade.
The effect on a Portfolio of a change in the value of a single security will
depend on how widely the Portfolio diversifies its holdings.

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ARK INCOME PORTFOLIO

PORTFOLIO SUMMARY

INVESTMENT GOAL Primarily current income and secondarily
capital growth

INVESTMENT FOCUS Investment-grade fixed income securities

SHARE PRICE VOLATILITY Medium

PRINCIPAL INVESTMENT STRATEGY Investing in U.S. government and corporate
fixed income securities with varying
maturities

INVESTOR PROFILE Investors seeking primarily current income
and secondarily growth of capital who are
willing to accept the risks of investing in
fixed income securities

PRINCIPAL INVESTMENT STRATEGY OF THE INCOME PORTFOLIO

The Income Portfolio seeks its investment goal by investing primarily in U.S.
investment-grade corporate and government fixed income securities, including
mortgage-backed securities. The Portfolio's Advisor will generally select
investment-grade fixed income securities and unrated securities determined to be
of comparable quality, but also may invest a limited percentage of the
Portfolio's assets in lower rated debt securities (or "junk bonds"). The
dollar-weighted average maturity of the Portfolio's investments will vary
depending on market conditions, but will typically be between 5 and 20 years.
The Portfolio may also invest up to 15% of its total assets in securities rated
below investment-grade ("junk bonds").

In selecting securities for the Portfolio, the Advisor considers a security's
current yield, credit quality, capital appreciation potential, maturity and
yield to maturity. The Advisor will monitor changing economic conditions and
trends, including interest rates, and may sell securities in anticipation of an
increase in interest rates or purchase securities in anticipation of a decline
in interest rates.

Due to its investment strategy, the Portfolio may buy and sell securities
frequently. This may result in higher transaction costs and additional capital
gains tax liabilities, and may adversely affect the Portfolio's performance.

PRINCIPAL RISKS OF INVESTING IN THE INCOME PORTFOLIO

An investment in the Portfolio is not guaranteed; you may lose money by
investing in the Portfolio.

The prices of the Portfolio's fixed income securities respond to economic
developments, particularly interest rate changes, as well as to perceptions
about the creditworthiness of individual issuers. Generally, the Portfolio's
fixed income securities will decrease in value if interest rates rise. The
volatility of lower rated securities is even greater than that of higher rated

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securities. Also, securities with longer maturities are generally more volatile,
so the average maturity of the Portfolio's securities affects risk.

The mortgages underlying mortgage-backed securities may be paid off early, which
makes it difficult to determine their actual maturity and therefore calculate
how the securities will respond to changes in interest rates. The Portfolio may
have to reinvest prepaid amounts at lower interest rates. This risk of
prepayment is an additional risk of mortgage-backed securities.

The Portfolio's U.S. government securities are not guaranteed against price
movements due to changing interest rates. Obligations issued by some U.S.
government agencies are backed by the U.S. Treasury, while others are backed
solely by the ability of the agency to borrow from the U.S. Treasury or by the
agency's own resources.

Junk bonds involve greater risks of default or downgrade and are more volatile
than investment-grade securities. Junk bonds involve a greater risk of price
declines than investment-grade securities due to actual or perceived changes in
an issuer's creditworthiness. In addition, issuers of junk bonds may be more
susceptible than other issuers to economic downturns. Junk bonds are subject to
the risk that the issuer may not be able to pay interest and ultimately to repay
principal upon maturity. Discontinuation of these payments could substantially
adversely affect the market value of the security.

PERFORMANCE INFORMATION

The bar chart and the performance table which follow illustrate the risks and
volatility of an investment in the Portfolio. Of course, the Portfolio's past
performance does not necessarily indicate how the Portfolio will perform in the
future.

This bar chart shows changes in the performance of the Portfolio's Class A
Shares for each year for five calendar years.

The chart does not reflect sales charges. If sales charges had been reflected,
returns would be less than those shown below.

1995 17.99%
1996 2.60%
1997 9.22%
1998 6.66%
1999 -2.03%

BEST QUARTER WORST QUARTER

6.58% -2.24%
6/30/95 3/31/96

TOTAL RETURN JANUARY 1 TO MARCH 31, 2000 2.11%

This table compares the Portfolio's average annual total returns for the periods
ended December 31, 1999, to those of the Lehman Aggregate Bond Index.

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1 YEAR 5 YEAR SINCE INCEPTION
- --------------------------------------------------------------------------------

INCOME PORTFOLIO- CLASS A SHARES -6.42% 5.70% 4.96%*
LEHMAN AGGREGATE-BOND INDEX -0.83% 7.73% 6.68%**
INCOME PORTFOLIO- INSTITUTIONAL CLASS -1.79% 6.86% 5.37%***
LEHMAN AGGREGATE BOND INDEX -0.83% 7.73% 5.83%****

- ---------------
* Since April 12, 1994.
** Since March 31, 1994.
*** Since July 16, 1993.
**** Since July 31, 1993.

WHAT IS AN INDEX?

An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Lehman Aggregate Bond Index is a widely
recognized, market value-weighted (higher market value bonds have more influence
than lower market value bonds) index of U.S. government obligations, corporate
debt securities, and AAA-rated mortgage-backed securities. All securities in the
index are rated investment-grade (BBB) or higher, with maturities of at least
one year.

PORTFOLIO FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

INSTITUTIONAL
CLASS A SHARES CLASS
- -------------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.50%(1) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price) None None
Redemption Fee (as a percentage of amount redeemed, if applicable) None(2) None(2)
Exchange Fee None None

ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

CLASS A SHARES INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------------

Investment Advisory Fees 0.60% 0.60%
Distribution (12b-1) Fees 0.30% None
Other Expenses 0.35% 0.35%
----- -----
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 1.25% 0.95%
Fee Waivers and Expense Reimbursements 0.20% 0.09%
----- -----
TOTAL NET OPERATING EXPENSES 1.05%(3) 0.86%(3)
----- -----

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(1) This sales charge varies depending upon how much you invest. See
"Purchasing Portfolio Shares."
(2) If redemption proceeds are wired to a bank account, a $10 fee is
applicable.
(3) The Portfolio's Advisor has agreed contractually to waive fees and
reimburse expenses in order to keep total operating expenses from exceeding
1.05% for Class A Shares and 0.86% for Institutional Class until August 31,
2001. The Portfolio's total actual annual operating expenses for the most recent
fiscal year were less than the amount shown above because, in addition to its
contractual commitment, the Advisor is voluntarily reimbursing expenses in order
to keep total operating expenses at a specified level. The Advisor may
discontinue all or part of these reimbursements at any time. With the expense
reimbursements, the Portfolio's actual total operating expenses are as follows:

Income Portfolio - Class A Shares 0.95%
Income Portfolio - Institutional Class 0.82%

For more information about these fees, see "Investment Advisor" and
"Distribution of Portfolio Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Portfolio with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolio for the time periods indicated.

The Example also assumes that each year your investment has a 5% return and
Portfolio expenses remain the same. Although your actual costs and returns might
be different, your approximate costs of investing $10,000 in the Portfolio would
be:

If you sell your shares at the end of the period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS

CLASS A SHARES $552 $810 $1,087 $1,876
INSTITUTIONAL CLASS $ 88 $294 $ 517 $1,158

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ARK SMALL-CAP EQUITY PORTFOLIO

PORTFOLIO SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Common stock of small-capitalization U.S.
issuers

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Investing in stocks of smaller companies with
long-term earnings growth potential

INVESTOR PROFILE Investors seeking long-term capital
appreciation who can tolerate the share price
volatility of small-cap equity investing

PRINCIPAL INVESTMENT STRATEGY OF THE SMALL-CAP EQUITY PORTFOLIO

The Small-Cap Equity Portfolio seeks its investment goal by investing primarily
in common stocks and other equity securities of U.S. issuers. The Portfolio's
Advisor purchases stocks of smaller companies that are in the early stages of
development and which the Advisor believes have the potential to achieve
substantial long-term earnings growth. The Portfolio invests primarily in
companies with market capitalizations of $2.0 billion or less at the time of
investment. The Portfolio may also invest a limited percentage of its assets in
securities rated below investment-grade ("junk bonds") and in foreign
securities.

In selecting investments for the Portfolio, the Advisor purchases securities of
small-cap U.S. companies with strong earnings growth potential. The Advisor may
also purchase stocks of companies that are experiencing unusual, non-repetitive
"special" situations (such as mergers or spin-offs) or that have valuable fixed
assets whose value is not fully reflected in a stock's price. The Advisor may
also purchase stocks of smaller companies that it believes are undervalued
relative to their assets, earnings or growth potential.

PRINCIPAL RISKS OF INVESTING IN THE SMALL-CAP EQUITY PORTFOLIO

An investment in the Portfolio is not guaranteed; you may lose money by
investing in the Portfolio.

Since it purchases equity securities, the Portfolio is subject to the risk that
stock prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Portfolio's equity
securities may fluctuate significantly from day to day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may

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suffer a decline in response. These factors contribute to price volatility,
which is the principal risk of investing in the Portfolio.

The smaller capitalization companies the Portfolio invests in may be more
vulnerable to adverse business or economic events than larger, more established
companies. In particular, these small companies may have limited product lines,
markets and financial resources, and may depend upon a relatively small
management group. Therefore, small-cap stocks may be more volatile than those of
larger companies. These securities may be traded over-the-counter or listed on
an exchange and may or may not pay dividends.

Foreign securities have additional risks, including exchange rate changes,
political and economic upheaval, the relative lack of information about these
companies, relatively low market liquidity and the potential lack of strict
financial and accounting controls and standards.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Portfolio's Class A
Shares for each year for three calendar years.

The chart does not reflect sales charges. If sales charges had been reflected,
returns would be less than those shown below.

1997 5.36%
1998 19.05%
1999 149.79%

BEST QUARTER WORST QUARTER
82.12% -18.54%
12/31/99 9/30/98

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TOTAL RETURN JANUARY 1 TO MARCH 31, 2000 17.04%

This table compares the Portfolio's average annual total returns for the periods
ended December 31, 1999, to those of the Russell 2000 Growth Index.

1 YEAR SINCE INCEPTION
- ------------------------------------------------------------------------------

SMALL-CAP EQUITY PORTFOLIO- CLASS A SHARES 137.89% 29.93%*
RUSSELL 2000 GROWTH INDEX 43.10% 12.41%**
SMALL-CAP EQUITY PORTFOLIO- INSTITUTIONAL CLASS 150.08% 38.35%***
RUSSELL 2000 GROWTH INDEX 43.10% 17.39%****

- -----------------
* Since May 16, 1996.
** Since May 31, 1996.
*** Since July 13, 1995.
**** Since June 30, 1995.

WHAT IS AN INDEX?

An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Russell 2000 Growth Index is a widely
recognized, capitalization-weighted (companies with larger market
capitalizations have more influence than those with smaller market
capitalizations) index of large U.S. companies with high growth rates and
price-to-book ratios.

PORTFOLIO FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

INSTITUTIONAL
CLASS A SHARES CLASS
- ------------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.75%(1) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price) None None
Redemption Fee (as a percentage of amount redeemed, if applicable) None(2) None(2)
Exchange Fee None None

ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

CLASS A SHARES INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------------

Investment Advisory Fees 0.80% 0.80%
Distribution (12b-1) Fees 0.40% None
Other Expenses 0.46% 0.46%
----- -----
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 1.66% 1.26%(4)
Fee Waivers and Expense Reimbursements 0.22%
-----
TOTAL NET OPERATING EXPENSES 1.44%(3)

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- ------------------------
(1) This sales charge varies depending upon how much you invest. See
"Purchasing Portfolio Shares."
(2) If redemption proceeds are wired to a bank account, a $10 fee is
applicable.
(3) The Portfolio's Advisor has agreed contractually to waive fees and
reimburse expenses of the Class A Shares in order to keep total operating
expenses from exceeding 1.44% until August 31, 2001. The Class A Shares' total
actual annual operating expenses for the most recent fiscal year were less than
the amount shown above because, in addition to its contractual commitment, the
Advisor is voluntarily reimbursing expenses in order to keep total operating
expenses at a specified level. The Advisor may discontinue all or part of these
reimbursements at any time. With the expense reimbursements, the Portfolio's
actual total operating expenses are as follows:

Small-Cap Equity Portfolio - Class A Shares 1.30%

(4) The Portfolio's total actual annual operating expenses for the most recent
fiscal year were less than the amount shown above because the Advisor is
voluntarily waiving reimbursing expenses in order to keep total operating
expenses at a specified level. The Advisor may discontinue all or part of these
reimbursements at any time. With the expense reimbursements, the Portfolio's
actual total operating expenses are as follows:

Small-Cap Equity Portfolio -- Institutional Class 1.19%

For more information about these fees, see "Investment Advisor" and
"Distribution of Portfolio Shares."

EXAMPLE

If you sell your shares at the end of the period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS

CLASS A SHARES $615 $953 $1,315 $2,329
INSTITUTIONAL CLASS $128 $400 $ 692 $1,523

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ARK INTERNATIONAL EQUITY SELECTION PORTFOLIO

THE ARK FUNDS BOARD OF TRUSTEES HAS APPROVED A PROPOSED CHANGE IN THE
PORTFOLIO'S PRINCIPAL INVESTMENT STRATEGY. THE BOARD HAS ALSO APPROVED A RELATED
INCREASE IN THE INVESTMENT ADVISORY FEE PAYABLE BY THE PORTFOLIO AND AN
INVESTMENT SUBADVISORY AGREEMENT FOR THE PORTFOLIO WITH AIB GOVETT. THESE
CHANGES MAY NOT BE IMPLEMENTED UNTIL THEY ARE APPROVED BY SHAREHOLDERS OF THE
PORTFOLIO WHO WILL VOTE ON APPROVAL OF THE CHANGES AT A SPECIAL MEETING
SCHEDULED TO BE HELD ON AUGUST 8, 2000. SEE PAGE 16 FOR INFORMATION RELATING TO
THE INTERNATIONAL EQUITY SELECTION PORTFOLIO AS PROPOSED TO BE REVISED.

THE FOLLOWING INFORMATION REFLECTS THE PORTFOLIO'S CURRENT PRINCIPAL INVESTMENT
STRATEGY, RISKS, PERFORMANCE, FEES, AND EXPENSES.

PORTFOLIO SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Investment companies that invest in equity
securities of non-U.S. issuers

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Investing in investment companies that
purchase stocks of companies located outside
the U.S.

INVESTOR PROFILE Investors seeking capital appreciation who
want to diversify their portfolio by
investing overseas and who can tolerate the
risks of international investing

PRINCIPAL INVESTMENT STRATEGY OF THE INTERNATIONAL EQUITY SELECTION PORTFOLIO

The International Equity Selection Portfolio seeks its investment goal by
investing primarily in shares of mutual funds that purchase common stocks and
other equity securities of companies located in countries other than the United
States. The Portfolio's Advisor will attempt to build a managed portfolio of
international equity funds which presents the greatest long-term capital growth
potential by investing in various funds managed by different advisors. In
addition to investing in funds that purchase securities of companies in
developed foreign countries, the Portfolio may also purchase shares of funds
that invest in emerging market countries and individual country funds and, to a
limited extent, in global funds and domestic equity and debt funds.

In selecting funds for the Portfolio to purchase, the Advisor attempts to
develop a portfolio offering investors exposure to different global markets and
equity investment styles. To achieve this diversity, the Advisor selects
international funds based on screening criteria such as fund investment styles,
investment objectives and policies, and fund management methodology and
consistency. The Advisor also considers past performance, rankings by
independent third

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parties, fund size, historic volatility, manager tenure, and operating and
transaction expenses, as well as geographic diversity and current global
economic conditions.

PRINCIPAL RISKS OF INVESTING IN THE INTERNATIONAL EQUITY SELECTION PORTFOLIO

An investment in the Portfolio is not guaranteed; you may lose money by
investing in the Portfolio.

Since it purchases shares of funds that buy equity securities, the Portfolio is
subject to the risk that stock prices will decline over short or extended
periods of time. Historically, the equity markets have moved in cycles, and the
value of the mutual fund shares that the Portfolio owns may fluctuate
significantly from day to day. Individual companies may report poor results or
be negatively affected by industry and/or economic trends and developments. The
prices of securities issued by such companies may suffer a decline in response.
These factors contribute to price volatility, which is the principal risk of
investing in the Portfolio.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Portfolio's investments in fund
shares. These currency movements may happen separately from and in response to
events that do not otherwise affect the value of the security in the issuer's
home country. These various risks will be even greater for investments in
emerging market countries since political turmoil and rapid changes in economic
conditions are more likely to occur in these countries.

Since the Portfolio purchases shares of other funds, shareholders will bear the
costs of the underlying funds and the costs of the Portfolio.

PERFORMANCE INFORMATION

This bar chart shows changes in the performance of the Portfolio's Institutional
Class Shares for each year for eight calendar years.

The chart does not reflect sales charges. If sales charges had been reflected,
returns would be less than those shown below.

1992 -4.58%
1993 37.76%
1994 1.80%
1995 11.55%
1996 17.22%
1997 7.05%
1998 8.21%
1999 44.84%

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BEST QUARTER WORST QUARTER

28.86% -15.03%
12/31/99 9/30/98

TOTAL RETURN JANUARY 1 TO MARCH 31, 2000 3.56%

This table compares the Portfolio's average annual total returns for the periods
ended December 31, 1999, to those of the Morgan Stanley Capital International
(MSCI) EAFE Index.

1 YEAR 5 YEARS SINCE
INCEPTION
- -----------------------------------------------------------------------------------------------------

INTERNATIONAL EQUITY SELECTION PORTFOLIO- CLASS A SHARES 42.62%* 16.64%* 13.32%*
MSCI EAFE INDEX 26.96% 12.83% 10.45%**
INTERNATIONAL EQUITY SELECTION PORTFOLIO- INSTITUTIONAL SHARES 44.84%*** 17.01%*** 13.53%***
MSCI EAFE INDEX 26.96% 12.83% 10.45%**

- ------------
* Class A Shares of the International Equity Selection Portfolio were
offered beginning April 1, 1998. The performance information shown
prior to that date represents performance of the Portfolio's
Institutional Class Shares. For Institutional Class Shares, performance
presented prior to March 29, 1998, reflects the performance of the
Marketvest International Equity Fund shares, which is the successor to
a collective trust fund. The assets of the Marketvest fund were
reorganized into the Portfolio in 1998 following the acquisition by
Allfirst of Dauphin Deposit Bank and Trust Company. The performance
information shown includes performance of the collective trust fund for
the period from May 31, 1991 (the inception date of the collective
trust fund), to March 31, 1997, when the Portfolio's registration
statement became effective. The investment objective and policies of
the collective trust fund were materially equivalent to those of the
Marketvest fund. Institutional Class shares are offered by this
prospectus, and since they are invested in the same portfolio of
securities, the annual returns for the two classes would be
substantially similar. The performance of Class A Shares was calculated
by adjusting the performance of the Institutional Class Shares for the
sales charge applicable to Class A Shares, but does not reflect the
Class A Shares' Rule 12b-1 fees and expenses. With those adjustments,
performance would be lower than that shown.
** Since May 31, 1991.
*** Institutional Shares of the International Equity Selection Portfolio
were offered beginning March 29, 1998. The performance information
shown prior to that date represents the performance of the Marketvest
International Equity Fund shares, which is the successor to a
collective trust fund. The assets of the Marketvest fund were
reorganized into the Portfolio in 1998 following the acquisition by
Allfirst of Dauphin Deposit Bank and Trust Company. The performance
information shown includes performance of the collective trust for the
period May 31, 1991 (the inception date of the collective trust fund),
to March 31, 1997, when the Marketvest fund's registration statement
became effective. The investment objectives and policies of the
collective trust fund were materially equivalent to those of the
Marketvest fund.

WHAT IS AN INDEX?

An index measures the market prices of a specific group of securities in a
particular market or securities in a market sector. You cannot invest directly
in an index. Unlike a mutual fund, an index does not have an investment advisor
and does not pay any commissions or expenses. If an index had expenses, its
performance would be lower. The Morgan Stanley Capital International EAFE Index
is a widely recognized, capitalization-weighted (companies with larger market
capitalizations have more influence than those with smaller market
capitalizations) index of over 900 securities listed on stock exchanges in
Europe, Australia, New Zealand and the Far East.

PORTFOLIO FEES AND EXPENSES

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This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CURRENT
CURRENT INSTITUTIONAL
CLASS A SHARES CLASS
- -----------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 1.50%(1) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price) None None
Redemption Fee (as a percentage of amount redeemed, if applicable) None(2) None(2)
Exchange Fee None None

ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

CURRENT
CURRENT INSTITUTIONAL
CLASS A SHARES CLASS
- --------------------------------------------------------------------------------------

Investment Advisory Fees 0.65% 0.65%
Distribution (12b-1) Fees 0.40% None
Other Expenses 0.40% 0.40%
----- -----
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 1.45% 1.05%
Fee Waivers and Expense Reimbursements 0.31% 0.08%
----- -----
TOTAL NET OPERATING EXPENSES 1.14%(3) 0.97%(3)

- ---------------
(1) This sales charge varies depending upon how much you invest. See
"Purchasing Portfolio Shares."
(2) If redemption proceeds are wired to a bank account, a $10 fee is
applicable.
(3) The Portfolio's Advisor has agreed contractually to waive fees and
reimburse expenses in order to keep total operating expenses from exceeding
1.14% for Class A Shares and 0.97% for Institutional Class until August 31,
2001. The Portfolio's total actual annual operating expenses for the most recent
fiscal year were less than the amount shown above because, in addition to its
contractual waiver, the Advisor is voluntarily waiving a portion of the fees in
order to keep total operating expenses at a specified level. The Advisor may
discontinue all or part of these voluntary waivers at any time. With the
voluntary fee waivers, the Portfolio's actual total operating expenses are as
follows:

International Equity Selection Portfolio - Class A Shares 1.04%
International Equity Selection Portfolio - Institutional Class 0.93%

For more information about these fees, see "Investment Advisor" and
"Distribution of Portfolio Shares."

The expenses set forth above do not reflect the costs of the underlying funds
that are borne by the Portfolio and its shareholders.

EXAMPLE

Page 15 of 45
16
The Example also assumes that each year your investment has a 5% return and
Portfolio expenses remain the same. Although your actual costs and returns might
be different, your approximate costs of investing $10,000 in the Portfolio would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS

Class A (Current) $264 $572 $901 $1,833
Institutional Class (Current) $ 99 $326 $572 $1,275

THE FOLLOWING INFORMATION REFLECTS THE PORTFOLIO'S PRINCIPAL INVESTMENT
STRATEGY, RISKS, FEES, AND EXPENSES AS PROPOSED TO BE REVISED.

PORTFOLIO SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Equity securities of non-U.S. issuers

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Investing in equity securities of issuers
located in countries other than the U.S.

INVESTOR PROFILE Investors seeking capital appreciation who
want to diversify their portfolio by
investing overseas and who can tolerate the
risks of international investing

PRINCIPAL INVESTMENT STRATEGY OF THE INTERNATIONAL EQUITY SELECTION PORTFOLIO

The International Equity Selection Portfolio seeks its investment goal by
investing primarily in equity securities of companies located throughout the
world. The Portfolio invests in common stocks and other equity securities of
issuers located in at least three countries other than the U.S. The Portfolio
invests in issuers located in any country other than the U.S. and may invest in
issuers of any size.

The Portfolio's Subadvisor applies a blend of "top-down" and "bottom-up"
decision making in selecting portfolio investments. It first looks at trends in
the global economy and attempts to identify countries and sectors that offer
high growth potential. Then it uses extensive research and analysis to select
stocks in those countries and sectors with attractive valuations and good growth
potential.

PRINCIPAL RISKS OF INVESTING IN THE INTERNATIONAL EQUITY SELECTION PORTFOLIO

Page 16 of 45
17
An investment in the Portfolio is not guaranteed; you may lose money by
investing in the Portfolio.

Securities of smaller companies tend to experience more price volatility than
securities of larger companies. Generally, smaller companies have more limited
product lines and markets than larger companies. On the other hand, larger
companies generally do not offer the potential for capital appreciation as do
well-managed smaller companies.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Portfolio's investments. These
currency movements may happen separately from and in response to events that do
not otherwise affect the value of the security in the issuer's home country.
These various risks will be even greater for investments in emerging market
countries since political turmoil and rapid changes in economic conditions are
more likely to occur in these countries.

PORTFOLIO FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

PRO FORMA PRO FORMA
CLASS A SHARES INSTITUTIONAL CLASS
- ----------------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.75%(1) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value) None None

Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price) None None

Redemption Fee (as a percentage of amount redeemed, if applicable) None(2) None(2)
Exchange Fee None None

ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

Page 17 of 45
18

PRO FORMA PRO FORMA
CLASS A SHARES INSTITUTIONAL CLASS
- -----------------------------------------------------------------------------------------

Investment Advisory Fees 1.00%(3) 1.00%(3)
Distribution (12b-1) Fees 0.40% None
Other Expenses 0.45% 0.45%
----- -----
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 1.85% 1.45%
Fee Waivers and Expense Reimbursements 0.35% 0.05%
----- -----
TOTAL NET OPERATING EXPENSES 1.50%(4) 1.40%(4)

- ------------
(1) The Board has approved an increase in the sales charge from 1.50% to 4.75%.
Such change has not been approved by the shareholders of the Portfolio or
implemented.
(2) If redemption proceeds are wired to a bank account, a $10 fee is
applicable.
(3) The Board has approved an increase in the investment advisory fee payable
from 0.65% to 1.00%. Such change has not been approved by the shareholders of
the Portfolio or implemented.
(4) If the changes to the Portfolio's investment objectives and policies are
approved by the shareholders and implemented, the Portfolio's Advisor has agreed
contractually to waive fees and reimburse expenses in order to keep total
operating expenses from exceeding 1.50% for Class A Shares and 1.40% for
Institutional Class until August 31, 2001.

For more information about these fees, see "Investment Advisor" and
"Distribution of Portfolio Shares."

EXAMPLE

1 YEAR 3 YEARS 5 YEARS 10 YEARS

CLASS A SHARES (PRO FORMA) $620 $997 $1,397 $2,514
INSTITUTIONAL CLASS (PRO FORMA) $143 $454 $ 787 $1,731

Page 18 of 45
19
ARK INTERNATIONAL EQUITY PORTFOLIO

PORTFOLIO SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Equity securities of non-U.S. issuers

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Investing in equity securities of issuers
located in countries other than the U.S.

INVESTOR PROFILE Investors seeking capital appreciation who
want to diversify their portfolio by
investing overseas and who can tolerate the
risks of international investing

PRINCIPAL INVESTMENT STRATEGY OF THE INTERNATIONAL EQUITY PORTFOLIO

The International Equity Portfolio seeks its investment goal by investing
primarily in equity securities of companies located throughout the world. The
Portfolio invests in common stocks and other equity securities of issuers
located in at least three countries other than the U.S. The Portfolio invests in
issuers located in any country other than the U.S. and may invest in issuers of
any size.

Due to its investment strategy, the Portfolio may buy and sell securities
frequently. This may result in higher transaction costs and additional capital
gains tax liabilities.

PRINCIPAL RISKS OF INVESTING IN THE INTERNATIONAL EQUITY PORTFOLIO

An investment in the Portfolio is not guaranteed; you may lose money by
investing in the Portfolio.

Page 19 of 45
20
Securities of smaller companies tend to experience more price volatility than
securities of larger companies. Generally, smaller companies have more limited
product lines and markets than larger companies. On the other hand, larger
companies generally do not offer the potential for capital appreciation as do
well-managed smaller companies.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Portfolio's investments. These
currency movements may happen separately from and in response to events that do
not otherwise affect the value of the security in the issuer's home country.
These various risks will be even greater for investments in emerging market
countries since political turmoil and rapid changes in economic conditions are
more likely to occur in these countries.

PERFORMANCE INFORMATION

As of the date of this prospectus, the International Equity Portfolio has not
yet commenced operations and does not have a full calendar year of performance.

PORTFOLIO FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CLASS A SHARES INSTITUTIONAL CLASS
- -----------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.75%(1) None
Maximum Deferred Sales Charge (Load) (as a percentage of net
asset value) None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends
and other Distributions (as a percentage of offering price) None None
Redemption Fee (as a percentage of amount redeemed, if applicable) None(2) None(2)
Exchange Fee None None

ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

CLASS A SHARES INSTITUTIONAL CLASS
- --------------------------------------------------------------------------------------

Investment Advisory Fees 1.00% 1.00%
Distribution (12b-1) Fees 0.40% None
Other Expenses 0.75%(3) 0.75%(3)
----- -----
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 2.15% 1.75%
Fee Waivers and Expense Reimbursements 0.55% 0.25%
----- -----
TOTAL NET OPERATING EXPENSES 1.60%(4) 1.50%(4)

Page 20 of 45
21
- -----------
(1) This sales charge varies depending upon how much you invest. See
"Purchasing Portfolio Shares."
(2) If redemption proceeds are wired to a bank account, a $10 fee is
applicable.
(3) As of the date of this prospectus, the Portfolio has not yet commenced
operations and Other Expenses are based on estimates for the current fiscal
year.
(4) The Portfolio's Advisor has agreed contractually to waive fees and
reimburse expenses in order to keep total operating expenses from exceeding
1.60% for Class A Shares and 1.50% for Institutional Class until August 31,
2001.

For more information about these fees, see "Investment Advisor" and
"Distribution of Portfolio Shares."

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Portfolios with the cost of investing in other mutual funds. The Example assumes
that you invest $10,000 in the Portfolios for the time periods indicated and
that you sell your shares at the end of the period.

1 YEAR 3 YEARS

Class A Shares $630 $1,066
Institutional Class $153 $ 527

Page 21 of 45
22
ARK EMERGING MARKETS EQUITY PORTFOLIO

PORTFOLIO SUMMARY

INVESTMENT GOAL Long-term capital appreciation

INVESTMENT FOCUS Equity securities located in emerging market
countries

SHARE PRICE VOLATILITY High

PRINCIPAL INVESTMENT STRATEGY Investing in equity securities of issuers
located in emerging or developing market
countries throughout the world

INVESTOR PROFILE Investors seeking long-term capital
appreciation who want to diversify their
portfolio by investing overseas and who can
tolerate the risks of investing in emerging
market countries

PRINCIPAL INVESTMENT STRATEGY OF THE EMERGING MARKETS EQUITY PORTFOLIO

The Emerging Markets Equity Portfolio seeks its investment goal by investing
primarily in equity securities of issuers located in emerging market countries.
The Portfolio invests in common stocks and other equity securities of issuers
located in at least three emerging market countries. The Portfolio's Subadvisor
uses the World Bank's classification system to determine the potential universe
of emerging market countries. The classification system used by the World Bank,
a non-governmental organization headquartered in Washington, D.C., comprised of
representatives from 181 countries covers 206 nations and non-sovereign entities
that are recognized by the United Nations.

The Subadvisor applies a blend of "top-down" and "bottom-up" decision making in
selecting portfolio investments. It first looks at trends in the global economy
and attempts to identify countries and sectors that offer high growth potential.
Then it uses extensive research and analysis to select stocks in those countries
and sectors with attractive valuations and good growth potential.

Due to its investment strategy, the Portfolio may buy and sell securities
frequently. This may result in higher transaction costs and additional capital
gains tax liabilities.

PRINCIPAL RISKS OF INVESTING IN THE EMERGING MARKETS EQUITY PORTFOLIO

An investment in the Portfolio is not guaranteed; you may lose money by
investing in the Portfolio.

Page 22 of 45
23
Since it purchases equity securities, the Portfolio is subject to the risk that
stock prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Portfolio's equity
securities may fluctuate significantly from day to day. Individual companies may
report poor results or be negatively affected by industry and/or economic trends
and developments. The prices of securities issued by such companies may suffer a
decline in response. These factors contribute to price volatility, which is the
principal risk of investing in the Portfolio.

Investing in foreign countries poses additional risks since political economic
events unique to a country or region will affect those markets and their
issuers. These events will not necessarily affect the U.S. economy or similar
issuers located in the United States. In addition, investments in foreign
countries are generally denominated in a foreign currency. As a result, changes
in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of the Portfolio's investments. These
currency movements may happen separately from and in response to events that do
not otherwise affect the value of the security in the issuer's home country.
These various risks will be even greater for investments in emerging market
countries since political turmoil and rapid changes in economic conditions are
more likely to occur in these countries.

PERFORMANCE INFORMATION

As of the date of this prospectus, the Portfolio has not yet commenced
operations and does not have a full calendar year of performance.

PORTFOLIO FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolio.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

CLASS A SHARES INSTITUTIONAL CLASS
- ------------------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 4.75%(1) None
Maximum Deferred Sales Charge (Load) (as a percentage of net asset value)
None None
Maximum Sales Charge (Load) Imposed on Reinvested Dividends and other
Distributions (as a percentage of offering price)
None None
Redemption Fee (as a percentage of amount redeemed, if applicable)
None(2) None(2)
Exchange Fee None None

Page 23 of 45
24
ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES DEDUCTED FROM PORTFOLIO ASSETS)

CLASS A SHARES INSTITUTIONAL CLASS
- ---------------------------------------------------------------------------------------

Investment Advisory Fees 1.00% 1.00%
Distribution (12b-1) Fees 0.40% None
Other Expenses 1.00%(3) 1.00%(3)
----- -----
TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES 2.40% 2.00%
Fee Waivers and Expense Reimbursements 0.30% None
----- ----
NET TOTAL OPERATING EXPENSES 2.10%(4) 2.00%(4)

__________

(1) This sales charge varies depending upon how much you invest. See
"Purchasing Portfolio Shares."
(2) If redemption proceeds are wired to a bank account, a $10 fee is
applicable.
(3) As of the date of this prospectus, the Portfolio has not yet commenced
operations and Other Expenses are based on estimates for the current fiscal
year.
(4) The Portfolio's Advisor has agreed contractually to waive fees and
reimburse expenses in order to keep total operating expenses from exceeding
2.10% for Class A Shares and 2.00% for Institutional Class until August 31,
2001. In addition to its contractual waiver, the Advisor is also voluntarily
waiving a portion of the fees in order to keep total operating expenses at a
specified level. The Advisor may discontinue all or part of these voluntary
waivers at any time. With the voluntary fee waivers, the Portfolio's actual
total operating expenses are as follows:

Emerging Markets Equity Portfolio - Class A Shares 2.08%
Emerging Markets Equity Portfolio - Institutional Class 1.98%

For more information about these fees, see "Investment Advisor" and
"Distribution of Portfolio Shares."

EXAMPLE

1 YEAR 3 YEARS

Class A Shares $678 $1,161
Institutional Class $203 $ 627

Page 24 of 45
25
ADDITIONAL INFORMATION ABOUT RISK

RISKS PORTFOLIOS AFFECTED BY THE RISKS

(Principal risk for a Portfolio is designated by "p".)

EQUITY RISK -- Equity securities include publicly and privately Small-Cap Equity Portfolio(p)
issued equity securities, common and preferred stocks, warrants, International Equity Selection Portfolio(p)
rights to subscribe to common stock and convertible securities, as International Equity Portfolio(p)
well as instruments that attempt to track the price movement of Emerging Markets Equity Portfolio(p)
equity indices. Investments in equity securities and equity
derivatives in general are subject to market risks that may cause
their prices to fluctuate over time. Equity derivatives may be
more volatile and increase portfolio risk. The value of
securities convertible into equity securities, such as warrants or
convertible debt, is also affected by prevailing interest rates,
the credit quality of the issuer and any call provision.
Fluctuations in the value of equity securities in which a mutual
fund invests will cause its portfolio's net asset value to
fluctuate. An investment in a Portfolio of equity securities may
be more suitable for long-term investors who can bear the risk of
these share price fluctuations.

FIXED INCOME RISK -- The market values of fixed income investments Income Portfolio(p)
change in response to interest rate changes and other factors. Small-Cap Equity Portfolio(p)
During periods of falling interest rates, the values of
outstanding fixed income securities generally rise. Moreover,
while securities with longer maturities tend to produce higher
yields, the prices of longer maturity securities are also subject
to greater market fluctuations as a result of changes in interest
rates. In addition to these fundamental risks, different types of
fixed income securities may be subject to the following additional
risks:

CALL RISK -- During periods of falling interest rates, certain Income Portfolio
debt obligations with high interest rates may be prepaid (or
"called") by the issuer prior to maturity. This may cause a
Portfolio's average weighted maturity to fluctuate, and may
require a Portfolio to invest the resulting proceeds at lower
interest rates.

CREDIT RISK -- The possibility that an issuer will be unable to Income Portfolio(p)
make timely payments of either principal or interest.

Page 25 of 45
26

EVENT RISK -- Securities may suffer declines in credit quality and Income Portfolio
market value due to issuer restructurings or other factors. This
risk should be reduced because of a Portfolio's multiple holdings.

MORTGAGE-BACKED SECURITIES RISK -- Mortgage-backed securities are Income Portfolio(p)
fixed income securities representing an interest in a pool of
underlying mortgage loans. They are sensitive to changes in
interest rates, but may respond to these changes differently from
other fixed income securities due to the possibility of prepayment
of the underlying mortgage loans. As a result, it may not be
possible to determine in advance the actual maturity date or
average life of a mortgage-backed security. Rising interest rates
tend to discourage refinancings, with the result that the average
life and volatility of the security will increase, exacerbating
its decrease in market price. When interest rates fall, however,
mortgage-backed securities may not gain as much in market value
because of the expectation of additional mortgage prepayments that
must be reinvested at lower interest rates. Prepayment risk may
make it difficult to calculate the average maturity of a portfolio
of mortgage-backed securities and, therefore, to assess the
volatility risk of that portfolio.

Page 26 of 45
27

FOREIGN SECURITY RISKS -- Investments in securities of foreign Small-Cap Equity Portfolio(p)
companies or governments can be more volatile than investments in International Equity Selection Portfolio(p)
U.S. companies or governments. Diplomatic, political, or economic International Equity Portfolio(p)
developments, including nationalization or appropriation, could Emerging Markets Equity Portfolio(p)
affect investments in foreign countries. Foreign securities
markets generally have less trading volume and less liquidity than
U.S. markets. In addition, the value of securities denominated in
foreign currencies, and of dividends from such securities, can
change significantly when foreign currencies strengthen or weaken
relative to the U.S. dollar. Foreign companies or governments
generally are not subject to uniform accounting, auditing, and
financial reporting standards comparable to those applicable to
U.S. companies or governments. Transaction costs are generally
higher than those in the U.S. and expenses for custodial
arrangements of foreign securities may be somewhat greater than
typical expenses for custodial arrangements of similar U.S.
securities. Some foreign governments levy withholding taxes
against dividend and interest income. Although in some countries
a portion of these taxes are recoverable, the non-recovered
portion will reduce the income received from the securities
comprising the Portfolio.

In addition to these risks, certain foreign securities may be
subject to the following additional risks factors:

CURRENCY RISK -- Investments in foreign securities denominated in Small-Cap Equity Portfolio(p)
foreign currencies involve additional risks, including: International Equity Selection Portfolio(p)
International Equity Portfolio(p)
- The value of a Portfolio's assets measured in U.S. dollars Emerging Markets Equity Portfolio(p)
may be affected by changes in currency rates and in
exchange control regulations.

- A Portfolio may incur substantial costs in connection with
conversions between various currencies.
- A Portfolio may be unable to hedge against possible
variations in foreign exchange rates or to hedge a
specific security transaction or portfolio position.
- Only a limited market currently exists for hedging
transactions relating to currencies in certain emerging
markets.

Page 27 of 45
28
EACH PORTFOLIO'S OTHER INVESTMENTS

This prospectus describes the Portfolios' primary strategies, and the Portfolios
will normally invest at least 65% of their total assets in the types of
securities described in this prospectus. However, each Portfolio also may invest
in other securities, use other strategies and engage in other investment
practices. These investments and strategies, as well as those described in this
prospectus, are described in detail in our Statement of Additional Information.
Of course, there is no guarantee that any Portfolio will achieve its investment
goal.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic or market conditions, or
for temporary defensive or liquidity purposes, each Portfolio may invest up to
100% of its assets in cash and short-term securities that may not ordinarily be
consistent with a Portfolio's objectives. A Portfolio will do so only if the
Portfolio's advisor believes that the risk of loss outweighs the opportunity for
capital gains or higher income. The Portfolio may not be able to meet its
investment goal when it is employing a temporary defensive strategy.

INVESTMENT ADVISOR

The Portfolio's Investment Advisor makes (or supervises any subadvisor who
makes) investment decisions for the Portfolios and continuously reviews,
supervises and administers the Portfolios' respective investment programs. The
Board of Trustees of ARK Funds supervises the Advisor and any subadvisor and
establishes policies that the Advisor and any subadvisor must follow in its
management activities.

Allied Investment Advisors, Inc. (AIA), a wholly-owned subsidiary of Allfirst
Bank (formerly, First National Bank of Maryland) (Allfirst), serves as the
Advisor to the Portfolios. As of March 31, 2000, AIA had approximately $14.7
billion in assets under management. For the fiscal year ended April 30, 1999,
AIA received advisory fees of:

Income Portfolio 0.51%
Small-Cap Equity Portfolio 0.79%
International Equity Selection Portfolio 0.55%*
International Equity Portfolio 1.00%**
Emerging Markets Equity Portfolio 1.00%**

- ----------

* The Board has approved an increase in the investment advisory fee
payable from 0.65% to 1.00%. Such change has not been approved by the
shareholders of the Portfolio or implemented.

** As of the date of this prospectus, the Portfolios have not yet
commenced operations and have not paid any advisory fees. The Board of Trustees
has approved an investment advisory fee of 1.00% for the International Equity
Portfolio and Emerging Markets Equity Portfolio. The Portfolios' Advisor has
agreed contractually to waive fees and reimburse expenses in order to keep total
operating expenses from exceeding 1.60% and 1.50%, respectively, for the Class A
and Institutional Class Shares of the International Equity Portfolio and 2.10%
and 2.00%, respectively, for the Class A and Institutional Class Shares of the
Emerging Markets Equity Portfolio until August 31, 2001. With these fee waivers,
the actual advisory fees received by AIA will be lower than those shown in the
table above.

AIA and Allfirst are indirect wholly owned subsidiaries of Allied Irish Banks,
p.l.c. (AIB). AIB is the largest bank in the Republic of Ireland, with assets of
approximately $68 billion at March 31, 2000.

Page 28 of 45
29

INVESTMENT SUBADVISOR

AIB Govett, Inc. (AIB Govett), an indirect majority-owned subsidiary of AIB, is
the Subadvisor for the International Equity Selection Portfolio (1),
International Equity Portfolio and the Emerging Markets Equity Portfolio. It
provides day-to-day management services and makes investment decisions on behalf
of these Portfolios in accordance with their respective investment policies. In
accordance with an investment subadvisory agreement, AIA pays AIB Govett
subadvisory fees from the fees it receives from the International Equity
Portfolio and the Emerging Markets Equity Portfolio.

AIB Govett and its affiliates AIB Govett Asset Management Limited, and AIB
Investment Managers Limited are part of the AIB Asset Management Holdings Group
("AIBAMH"), and part of a broad network of offices worldwide, with principal
offices located in London, Dublin, San Francisco, and Singapore. These offices
are supported by a global network of investment/research offices in Baltimore,
Budapest, Rio de Janeiro, and Poznan. AIB Govett serves as investment subadvisor
to two other U.S. mutual fund portfolios. AIBAMH had, as of March 31, 2000,
approximately $16.97 billion under management, primarily in non-U.S. funds.

PORTFOLIO MANAGERS

Steven M. Gradow is a Managing Director of, and Director of Fixed Income
Investments for, AIA and manager of the INCOME PORTFOLIO. Prior to joining
Allfirst in January 1996, Mr. Gradow was responsible for the management of $15
billion of fixed income pension assets for Washington State Investment Board in
Seattle for four years. Mr. Gradow's experience also includes five years fixed
income management for the Public Employees Retirement System of California
(CALPERS).

H. Giles Knight is a Principal of AIA and manager of the SMALL-CAP EQUITY
PORTFOLIO. Prior to joining Allfirst, Mr. Knight was with ASB Capital
Management, a subsidiary of Nations Bank, from 1990 to 1994. He was Director of
Special Equity Investments, Capital Markets Division, where he was responsible
for one mutual fund and six employee benefit and personal trust common stock
funds. Mr. Knight has nearly 30 years of investment experience.

Brett A. Hoffacker is a Principal of AIA and the manager of the INTERNATIONAL
EQUITY SELECTION PORTFOLIO. Prior to 1997, he was a Vice President of Dauphin
Deposit Bank and Trust Company responsible for managing four equity funds as
well as various individual, institutional, employee benefit and personal trust
portfolios. Mr. Hoffacker is a Certified Financial Planner and Certified
Retirement Plan Specialist. If the proposed changes in investment policy are
approved by the shareholders and implemented, the Portfolio will be managed by
the portfolio management team which manages the International Equity Portfolio
and the Emerging Markets Equity Portfolio.

The INTERNATIONAL EQUITY PORTFOLIO and the EMERGING MARKETS EQUITY PORTFOLIO are
managed by a portfolio management team under the supervision of John Murray and
Eileen Fitzpatrick, Joint Chief Investment Officers of AIB Govett. The team's
investment process is based on interaction among regional specialist desks. The
Global Investment Policy Committee,

- ----------
(1) Under its proposal to change the investment policy of the Portfolio, the
Board of Trustees has approved an investment subadvisory agreement for the
Portfolio with AIB Govett. Such agreement has not been approved by the
Portfolio's shareholders or implemented.

Page 29 of 45
30

consisting of the Chief Investment Officers of the principal offices, sets
overall investment policies and strategy for AIB Govett group and coordinates
implementation in accordance with each Portfolio's investment goals, policies
and regulatory requirements. With this structure, the firm seeks consistent
implementation of process and continuity of investment management staff for each
Portfolio.

Mr. Murray graduated with a BA in finance and business studies from the
University of the South Bank. Prior to joining AIB Govett London as a Director
in 1994, he was a Director at Henderson Administration from 1990, most recently
responsible for managing pension funds in excess of (pound sterling) 400
million. He also served as a fund manager at Crown Financial Management and as
Head of Research at Provident Life.

Dr. Fitzpatrick graduated with a Ph.D in Science from University College,
Dublin. After two years with a Dublin-based fund management organization, she
joined AIB Investment Managers Limited in 1988. She has experience in managing
Irish and European equities and has spent five years managing U.K. equities.
Between 1993 and 1996, she joined N.C.B. and Goodbody Stockbrokers where she was
head of the international equity sales division. In September 1996, she rejoined
AIB Investment Managers Limited as Deputy Investment Director with
responsibility for international equities and in January 1997, she was appointed
Investment Director.

PURCHASING, SELLING AND EXCHANGING PORTFOLIO SHARES

This section tells you how to purchase, sell (sometimes called "redeem") or
exchange Class A and Institutional Class Shares of the Portfolios.

The classes have different expenses and other characteristics. Institutional
Class Shares are for individuals, financial institutions, corporations and other
entities that have established trust, custodial, sweep or money management
relationships with Allfirst or its affiliates or correspondent banks. Before you
can buy Institutional Class Shares, you must establish a qualified account. If
you are a shareholder who obtained Institutional Class Shares through a
financial institution that has been purchased by Allfirst, you may have to
follow special procedures to transact in Fund shares. For information on fee
schedules and agreements for opening qualified accounts, call 1-800-624-4116
(inside Maryland 1-800-638-7751) to speak with an investor representative.

There are three ways to invest in Class A Shares of the ARK Funds:

- - Through Authorized Brokers or Other Institutions
- - Directly with the Fund
- - Through the ARK Funds Employee Investment Program

There is one way to invest in the Institutional Class of the ARK Funds:
- - Through Allfirst Bank or a Correspondent Bank

GENERAL INFORMATION

Page 30 of 45
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You may purchase shares on any day that the New York Stock Exchange (NYSE) and
the Federal Reserve are open for business (a Business Day). Class A Shares
cannot be purchased by Federal Reserve wire on days when either the NYSE or the
Federal Reserve is closed.

A Portfolio or its distributor may reject any purchase order if it is determined
that accepting the order would not be in the best interests of the Portfolio or
its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after a Portfolio receives your purchase order, and in the
case of Class A Shares, plus the applicable front-end sales charge.

The Portfolios each calculate its NAV each Business Day at the close of the NYSE
(normally 4:00 p.m. Eastern time). So, for your order to be effective and for
you to be eligible to receive dividends declared on the day you submit your
purchase order, generally the Portfolio must receive your order and Federal
funds before 4:00 p.m. Eastern time.

When the NYSE or the Federal Reserve Bank of New York close early, the
Portfolios will advance the time on any such day by which purchase orders must
be received.

HOW WE CALCULATE NAV

NAV for one Portfolio share is the value of that share's portion of all of the
net assets in the Portfolio.

In calculating NAV for the Portfolios, we generally value a Portfolio's
securities at its market price. If market prices are unavailable or the
Portfolios think that they are unreliable, fair value prices may be determined
in good faith using methods approved by the Board of Trustees.

Some Portfolios hold securities that are listed on foreign exchanges. These
securities may trade on weekends or other days when the Portfolios do not
calculate NAV. As a result, the market value of these Portfolios' investments
may change on days when you cannot purchase or sell Portfolio shares.

INFORMATION ABOUT SALES CHARGES AND DISTRIBUTION FEES FOR CLASS A SHARES

SALES CHARGES

FRONT-END SALES CHARGES

The offering price of Class A Shares is the NAV next calculated after a
Portfolio receives your request, plus the front-end sales load.

The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:

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32

INCOME PORTFOLIO

YOUR SALES CHARGE YOUR SALES CHARGE AS A
IF YOUR INVESTMENT IS: AS A PERCENTAGE OF PERCENTAGE OF YOUR NET
OFFERING PRICE INVESTMENT
- ----------------------------------------------------------------------------------

LESS THAN $50,000 4.50% 4.71%
$50,000 BUT LESS THAN $100,000 4.00% 4.17%
$100,000 BUT LESS THAN $250,000 3.00% 3.09%
$250,000 BUT LESS THAN $500,000 2.50% 2.56%
$500,000 BUT LESS THAN $1,000,000 2.00% 2.04%
$1,000,000 AND ABOVE 0.00% 0.00%

No initial sales charge applies to purchases of Class A Shares of $1 million or
more. However, you will pay a redemption fee of 1.00% if you sell your shares
within one year of the date of purchase, or of 0.50% if you sell your shares
between one and two years of the date of purchase.

SMALL-CAP EQUITY, INTERNATIONAL EQUITY SELECTION(1), INTERNATIONAL
EQUITY AND EMERGING MARKETS EQUITY PORTFOLIOS

LESS THAN $50,000 4.75% 4.99%
$50,000 BUT LESS THAN $100,000 4.50% 4.71%
$100,000 BUT LESS THAN $250,000 3.50% 3.63%
$250,000 BUT LESS THAN $500,000 2.50% 2.56%
$500,000 BUT LESS THAN $1,000,000 2.00% 2.04%
$1,000,000 AND ABOVE 0.00% 0.00%

WAIVER OF FRONT-END SALES CHARGE -- CLASS A SHARES

The front-end sales charge will be waived on Class A Shares purchased:

(1) by a bank trust officer, registered representative, or other employee (or
a member of their immediate families) of authorized institutions;

(2) by a charitable organization (as defined in Section 501(c)(3) of the
Internal Revenue Code) investing $100,000 or more;

(3) for a charitable remainder trust or life income pool established for the
benefit of a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code);

(4) for an account affiliated with Allfirst, with the proceeds of a
distribution from certain employee benefit plans;

(5) for any state, county or city, or any governmental instrumentality,
department, authority or agency;

(6) with redemption proceeds from other mutual fund complexes on which you
have previously paid an initial or contingent deferred sales charge;

- ----------
(1) The sales charge for the International Equity Selection Portfolio will be
increased from 1.50% to 4.75% if the proposed change in the Portfolio's
principal investment strategy is approved by shareholders and implemented.

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33

(7) for use in a broker-dealer managed account program, provided the
broker-dealer has executed a participation agreement with the Portfolios'
distributor specifying certain qualifications;

(8) as part of an employee benefit plan having more than 25 eligible employees
or a minimum of $250,000 of plan assets invested in the Portfolios;

(9) as part of an employee benefit plan through an intermediary that has
signed a participation agreement with the Portfolios' distributor
specifying certain qualifications; and

(10) on a discretionary basis by a registered investment advisor that is not
part of an organization primarily engaged in the brokerage business and
that has executed a participation agreement with the Portfolios'
distributor specifying certain qualifications.

REPURCHASE OF CLASS A SHARES

You may repurchase any amount of Class A Shares of any Portfolio at NAV (without
the normal front-end sales charge), up to the limit of the value of any amount
of Class A Shares (other than those which were purchased with reinvested
dividends and distributions) that you redeemed within the past 30 days. In
effect, this allows you to reacquire shares that you have redeemed, without
paying the front-end sales charge a second time. To exercise this privilege, the
Portfolio must receive your purchase order within 30 days of your redemption. In
addition, you must notify the Portfolio when you send in your purchase order
that you are repurchasing shares.

REDUCED SALES CHARGES -- CLASS A SHARES

RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Class A Shares you already own to the
amount that you are currently purchasing. The Portfolio will combine the value
of your current purchases with the current value of any Class A Shares you
purchased previously for (i) your account, (ii) your spouse's account, (iii) a
joint account with your spouse, or (iv) your minor children's trust or custodial
accounts. A fiduciary purchasing shares for the same fiduciary account, trust or
estate may also use this right of accumulation. The Portfolio will consider the
value of Class A Shares purchased previously only if they were sold subject to a
sales charge. To be entitled to a reduced sales charge based on shares already
owned, you must ask us for the reduction at the time of purchase. You must
provide the Portfolio with your account number(s) and, if applicable, the
account numbers for your spouse and/or children (and provide the children's
ages). The Portfolio may amend or terminate this right of accumulation at any
time.

LETTER OF INTENT. You may purchase Class A Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase Class
A Shares of a Portfolio over a 13-month period and receive the same sales charge
as if you had purchased all the shares at the same time. The Portfolio will only
consider the value of Class A Shares sold subject to a sales charge. As a
result, Class A Shares purchased with dividends or distributions will not be
included in the calculation. To be entitled to a reduced sales charge based on
shares you intend to purchase over the 13-month period, you must send the
Portfolio a Letter of Intent. In calculating the total amount of purchases, you
may include in your Letter purchases made up to 90 days before the

Page 33 of 45
34

date of the Letter. The 13-month period begins on the date of the first
purchase, including those purchases made in the 90-day period before the date of
the Letter. Please note that the purchase price of these prior purchases will
not be adjusted.

You are not legally bound by the terms of your Letter of Intent to purchase the
amount of your shares stated in the Letter. The Letter does, however, authorize
the Portfolio to hold in escrow 5% of the total amount you intend to purchase.
If you do not complete the total intended purchase at the end of the 13-month
period, the Portfolio's transfer agent will redeem the necessary portion of the
escrowed shares to make up the difference between the reduced rate sales charge
(based on the amount you intended to purchase) and the sales charge that would
normally apply (based on the actual amount you purchased).

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, the Portfolio will combine same-day purchases of Class A
Shares (that are subject to a sales charge) made by you, your spouse and your
minor children (under age 21). This combination also applies to Class A Shares
you purchase with a Letter of Intent.

GENERAL INFORMATION ABOUT SALES CHARGES

Your securities dealer is paid a commission when you buy your shares and is paid
a servicing fee as long as you hold your shares. Your securities dealer or
servicing agent may receive different levels of compensation depending on which
class of shares you buy.

From time to time, some financial institutions including brokerage firms
affiliated with Allfirst may be reallowed up to the entire sales charge. Firms
that receive a reallowance of the entire sales charge may be considered
underwriters for the purpose of Federal securities law.

DISTRIBUTION OF PORTFOLIO SHARES

For Retail Class A Shares, each Portfolio has adopted a distribution plan that
allows the Portfolios to pay distribution and service fees for the sale and
distribution of its shares, and for services provided to shareholders. Because
these fees are paid out of a Portfolio's assets continuously, over time these
fees will increase the cost of your investment and may cost you more than paying
other types of sales charges. The Distributor receives no compensation for its
distribution of Institutional Class Shares.

Distribution fees, as a percentage of average daily net assets, are as follows:

For Class A Shares

Income Portfolio 0.30%
Small-Cap Equity Portfolio 0.40%
International Equity Selection Portfolio 0.40%
International Equity Portfolio 0.40%
Emerging Markets Equity Portfolio 0.40%

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35

In addition, for Class A, shareholder services fees, as a percentage of average
daily net assets, may be up to 0.25%. For Institutional Class Shares,
shareholder service fees, as a percentage of average daily net assets, may be up
to 0.15%.

For Retail Class A Shares, the Distributor may, from time to time at its sole
discretion, institute one or more promotional incentive programs for dealers,
which will be paid for by the Distributor from any sales charge it receives or
from any other source available to it. Under any such program, the Distributor
may provide cash or non-cash compensation as recognition for past sales or
encouragement for future sales that may include the following: merchandise,
travel expenses, prizes, meals and lodging, and gifts that do not exceed $100
per year, per individual.

THROUGH AUTHORIZED BROKERS OR OTHER INSTITUTIONS

HOW TO PURCHASE PORTFOLIO SHARES

You may buy shares through accounts with brokers and other institutions that are
authorized to place trades in Portfolio shares for their customers. If you
invest through an authorized institution, you will have to follow its
procedures. Your institution may charge a fee for its services, in addition to
the fees charged by the Portfolio. You will also generally have to address your
correspondence or questions regarding a Portfolio to your institution. For more
information, contact the broker or institution directly.

HOW TO SELL YOUR PORTFOLIO SHARES

If you own shares through an account with a broker or other institution, contact
that broker or institution to sell your shares.

HOW TO EXCHANGE YOUR PORTFOLIO SHARES

You may exchange your shares on any Business Day. If you own shares through an
account with a broker or other institution, contact that broker or institution
to exchange your shares. Exchange requests must be for an amount of at least
$500 per Portfolio.

When you exchange shares, you are really selling your shares and buying other
Portfolio shares. So, your sale price and purchase price will be based on the
NAV next calculated after the Portfolios receive your exchange request.

DIRECTLY WITH THE FUND

HOW TO PURCHASE PORTFOLIO SHARES

To purchase shares directly from us, please call 1-888-4ARKFUND, or complete and
send in a Direct Investment Account Application. The minimum investment in a
Portfolio is $500. Unless you arrange to pay by wire, write your check to "ARK
Funds" and include the name of the appropriate Portfolio(s) on the check. A
Portfolio cannot accept third-party checks, credit cards, credit card checks, or
cash.

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You can buy shares by sending a completed Account Application along with a check
and investment instructions to:

ARK Funds
P.O. Box 8525
Boston, MA 02266-8525

All purchases made by check should be in U.S. dollars and made payable to ARK
Funds or, for an IRA account, to ARK Funds FBO (account holder's name).
Redemptions of shares purchased through the Automatic Investment Plan will be
delayed until the investment has been in the account for 15 calendar days.

PURCHASES BY WIRE

You can buy shares by wiring money to:

State Street Bank and Trust Company
Boston, MA
ABA 011000028
Account Number: 99051609
Attention: [ARK Portfolio Name]
Further Credit to: [Account Name and Number]

You should notify the Fund's transfer agent at 1-888-4ARKFUND by 12:00 noon
Eastern Time if you plan to wire money. This way, an order to purchase shares by
wire will be deemed to have been received on the day of the wire.

You may purchase shares by Automated Clearing House (ACH) funds transfer. In
order to do so, complete the bank information section on the Account
Application. Attach a voided check or deposit slip to the Account Application.
Only domestic member banks may be used. It takes about 15 days to set up an ACH
account. Currently, the Fund does not charge a fee for ACH transfers.

HOW TO SELL YOUR PORTFOLIO SHARES

If you own shares directly, you may sell your shares on any Business Day by
contacting the Fund directly by mail at ARK Funds, P.O. Box 8525, Boston, MA
02266-8525, or by telephone at 1-888-4ARKFUND. There is no minimum amount for
telephone redemptions. The redemption price is based on the next calculation of
NAV after your request is received.

You may not close your account by telephone.

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REDEMPTION BY MAIL

Along with your written request, the transfer agent may require a signature
guarantee if: (a) the redemption request is for $25,000 or more; (b) you ask us
to send redemption proceeds to a name and/or address that differs from the name
or address of record; or (c) you request a transfer of registration.

RECEIVING YOUR MONEY

Normally, we send your sale proceeds within three Business Days after we receive
your request. Your proceeds can be wired to your bank account (subject to a $10
fee) or sent to you by check. If you recently purchased your shares by check,
redemption proceeds may not be available until your check has cleared (which may
take up to 15 days from the date of your purchase).

If you established ACH instructions on your account, you can receive your
redemption proceeds by ACH wire. Sale proceeds sent via ACH will not be posted
to your bank account until the second Business Day following the transaction.

AUTOMATIC WITHDRAWAL PLAN (AWP)

The AWP may be used by investors who wish to receive regular distributions from
their accounts. Upon commencement of the AWP, an account must have a current
value of $5,000 or more. Investors may elect to receive automatic payments of
$100 or more via check or direct deposit to a checking account on a monthly,
quarterly or annual basis. Automatic withdrawals are normally processed on the
25th day of the month (or on the next Business Day). To arrange an AWP, you must
complete the appropriate section of an Account Change Form.

HOW TO EXCHANGE YOUR PORTFOLIO SHARES

To exchange your Portfolio shares, contact the Fund directly at 1-888-4ARKFUND.
You may exchange your shares on any Business Day.

Before making an exchange, shareholders should consider the investment
objective, policies and restrictions of the Portfolio into which they are
exchanging, as set forth in the prospectus. Any telephone exchange must satisfy
the requirements relating to the minimum initial investment amounts of the
Portfolio involved. If you recently purchased shares by check, you may not be
able to exchange your shares until your check has cleared (which may take up to
15 days from your date of purchase). The Fund reserves the right to reject any
telephone exchange request and to modify or terminate the telephone exchange
privilege at any time, upon 60 days' written notice.

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38

THROUGH THE ARK FUNDS EMPLOYEE INVESTMENT PROGRAM

HOW TO PURCHASE PORTFOLIO SHARES

Class A Shares of the Portfolios may be purchased without a sales charge in an
ARK Funds Employee Investment Account. Employees are defined as current and
former trustees and officers of the Fund, current and retired officers,
directors and regular employees of Allied Irish Banks, p.l.c., and its direct
and indirect subsidiaries, including Allfirst and its affiliates, and their
spouses and minor children. Employees may open an account directly with the Fund
by making a lump sum investment of $100 or more in Class A Shares of any
Portfolio or $50 per Portfolio per month if they participate in the Automatic
Investment Plan. Call 1-888-4ARKFUND to request an information kit which
includes an Account Application. Regular and IRA accounts are available.

AUTOMATIC INVESTMENT PLAN (AIP)

Employees and investors may arrange on any Business Day for periodic investment
in a Portfolio through automatic deductions from a checking or savings account
by completing the appropriate section of the Account Application.

HOW TO SELL YOUR PORTFOLIO SHARES

You may sell your shares on any Business Day by contacting the Fund directly by
mail at ARK Funds, P.O. Box 8525, Boston, MA 02266-8525, or by telephone at
1-888-4ARKFUND. There is no minimum amount for telephone redemptions. The
redemption price is based on the next calculation of NAV after your request is
received.

You may not close your account by telephone.

REDEMPTION BY MAIL

RECEIVING YOUR MONEY

Normally, we send your sale proceeds within three Business Days after we receive
your request. Your proceeds can be wired to your bank account or sent to you by
check. If you recently purchased your shares by check, redemption proceeds may
not be available until your check has cleared (which may take up to 15 days from
the date of your purchase).

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AUTOMATIC WITHDRAWAL PLAN (AWP)

HOW TO EXCHANGE YOUR PORTFOLIO SHARES

To exchange your Portfolio shares, contact the Fund directly at 1-888-4ARKFUND.
You may exchange your shares on any Business Day.

If you recently purchased shares by check, you may not be able to exchange your
shares until your check has cleared (which may take up to 15 days from your date
of purchase). This exchange privilege may be changed or canceled at any time
upon 60 day's notice.

Before making an exchange, shareholders should consider the investment
objective, policies and restrictions of the Portfolio into which they are
exchanging, as set forth in the prospectus.

INFORMATION REGARDING INSTITUTIONAL CLASS SHARES

HOW TO PURCHASE PORTFOLIO SHARES

Generally, you must make payment to Allfirst or a correspondent bank, who will
forward your purchase orders. For the Portfolios, payment must be received
within three Business Days (as defined below). A Portfolio cannot accept checks,
third-party checks, credit cards, credit card checks or cash.

You will have to follow the procedures applicable to qualified accounts. Your
qualified account agreement may require you to pay a fee that is in addition to
the fees charged by the Portfolios.

It is expected that Allfirst or a correspondent bank will be the record owner of
Institutional Class Shares held through qualified accounts. Allfirst or a
correspondent bank will supply clients with quarterly statements showing all
account activity.

Shareholders may instruct Allfirst to purchase Institutional Class Shares
automatically at preset intervals. Allfirst or a correspondent bank may charge
additional fees for this and other services, including cash sweeps. For more
information, please call 1-800-624-4116 (inside Maryland 1-800-638-7751) to
speak with an investor representative.

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MINIMUM PURCHASES

To purchase shares for the first time, you must invest in any Portfolio at least
$100,000. Within six months, you must achieve and maintain an aggregate balance
of $250,000. Accounts of individual investors or other master accounts may be
aggregated for this purpose. There may be other minimums or restrictions
established by Allfirst or a correspondent bank when you open your account.

Your subsequent investments in any Portfolio may be made in any amount.

HOW TO SELL YOUR PORTFOLIO SHARES

Generally, you must request a redemption through Allfirst or a correspondent
bank, who will forward your redemption request to the Fund.

If you hold Institutional Class Shares directly with the Fund, you may sell
shares by telephone or mail by following procedures established when they opened
their qualified account. If you have questions, call 1-800-624-4116 (inside
Maryland 1-800-638-7751) or your investor representative at Allfirst or your
correspondent bank. The redemption price is based on the next calculation of NAV
after your request is received.

BY MAIL. To redeem by mail, send a written request to Allfirst Bank Trust
Division Banc #101-624, P. O. Box 1596, Baltimore, MD 21201, or to your
correspondent bank.

BY TELEPHONE. To redeem by telephone, call 1-800-624-4116 (inside Maryland
1-800-638-7751) or your investor representative at Allfirst or your
correspondent bank.

RECEIVING YOUR MONEY

Normally, if we receive your redemption request before 4:00 p.m. Eastern time,
we will wire your redemption proceeds via Federal funds wire on the next
Business Day. Currently, Allfirst pays the costs of these wires. Allfirst or a
correspondent bank reserves the right to charge wire fees to investors.

HOW TO EXCHANGE YOUR SHARES

You may exchange your Institutional Class Shares on any Business Day by
contacting us directly by telephone by calling 1-800-624-4116 (inside Maryland
1-800-638-7751) or your investment representative at Allfirst or a correspondent
bank.

Investors who are currently Allfirst Personal Trust customers who will be
receiving a distribution from their Trust account may exchange their
Institutional Class Shares of any Portfolio. ARK

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Funds has received a private letter ruling from the Internal Revenue Service
which provides that exchanges of shares of one class of a Portfolio for shares
of another class of the same Portfolio will not be a taxable event.

OTHER POLICIES

SHARES EXCHANGES

Class A Shares

You may exchange Class A Shares of any Portfolio for Class A Shares of any other
Portfolio. If you exchange shares that you purchased without a sales charge, or
with a lower sales charge, into a Portfolio with a sales charge or with a higher
sales charge, the exchange is subject to an incremental sales charge (e.g., the
difference between the lower and higher applicable sales charges.) If you
exchange your shares into a Portfolio with the same, lower or no sales charge,
there is not an incremental sales charge for the exchange.

TELEPHONE TRANSACTIONS

Purchasing, selling and exchanging Portfolio shares over the telephone is
extremely convenient but not without risk. Although the Fund has certain
safeguards and procedures to confirm the identity of the callers and the
authenticity of instructions, the Fund is not responsible for any losses or
costs incurred by following telephone instructions we reasonably believe to be
genuine. If you or your financial institution transact with the Fund over the
telephone, you will generally bear the risk of any loss.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

A Portfolio may suspend your right to sell your shares if the NYSE restricts
trading, the SEC declares an emergency or for other reasons. More information
about this is in our Statement of Additional Information.

INVOLUNTARY SALES OF YOUR SHARES

For direct investors, if your account drops below $500 because of redemptions
you may be required to sell your shares. But, we will always give you at least
30 days, written notice to give you time to add to your account and avoid the
sale of your shares.

REDEMPTION IN KIND

The Portfolios reserve the right to make redemptions "in kind" -- payment of
redemption proceeds in portfolio securities rather than cash-- if the portfolio
deems that it is in the Portfolio's best interest to do so.

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DIVIDENDS AND DISTRIBUTIONS

Dividends are declared and paid according to the following schedules:

- --------------------------------------------------------------------------------
FREQUENCY OF FREQUENCY OF
DECLARATION OF PAYMENT OF
PORTFOLIO DIVIDENDS DIVIDENDS
- --------------------------------------------------------------------------------

Income Portfolio Daily Monthly
- --------------------------------------------------------------------------------
Small-Cap Equity Portfolio Annually Annually
- --------------------------------------------------------------------------------
International Equity Selection Portfolio Annually Annually
- --------------------------------------------------------------------------------
International Equity Portfolio Annually Annually
- --------------------------------------------------------------------------------
Emerging Markets Portfolio Annually Annually
- --------------------------------------------------------------------------------

Each Portfolio makes distributions of capital gains, if any, at least annually.
If you own Portfolio shares on a Portfolio's record date, you will be entitled
to receive the distribution.

You may elect to receive dividends and distributions in the form of additional
Portfolio shares or in cash. You must notify the Portfolio in writing prior to
the date of the distribution. Your election will be effective for dividends and
distributions paid after the Portfolio receives your written notice. To cancel
your election, simply send the Portfolio written notice.

TAXES

PLEASE CONSULT YOUR TAX ADVISOR REGARDING YOUR SPECIFIC QUESTIONS ABOUT FEDERAL,
STATE AND LOCAL INCOME TAXES. Below we have summarized some important tax issues
that affect the Portfolios and their shareholders. This summary is based on
current tax laws, which may change.

Each Portfolio will distribute substantially all of its income and capital
gains, if any. The dividends and distributions you receive may be subject to
Federal, state and local taxation, depending upon your tax situation.
Distributions you receive from a Portfolio may be taxable whether or not you
reinvest them. Income distributions are generally taxable at ordinary income tax
rates. Capital gains distributions are generally taxable at the rates applicable
to long-term capital gains, but vary depending on how long the Portfolio has
held its assets. EACH SALE OR EXCHANGE OF SHARES IS A TAXABLE EVENT.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.

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FINANCIAL HIGHLIGHTS

The table that follows presents performance information about Retail Class A and
Institutional Class Shares of the Portfolios. This information is intended to
help you understand each Portfolio's financial performance for the past five
years, or, if shorter, the period of the Portfolio's operations. Some of this
information reflects financial information for a single Portfolio share. The
total returns in the table represent the rate that you would have earned (or
lost) on an investment in a Portfolio, assuming you reinvested all of your
dividends and distributions. This information has been audited by KPMG LLP,
independent auditors. The information for the six months ended October 31, 1999
(unaudited) appears in the Portfolios' Semi-Annual Report. The Annual Report and
the Semi-Annual Report, along with each Portfolio's financial statements,
accompanies our Statement of Additional Information. You can obtain the
Portfolios' Annual Report and the Semi-Annual Report, which contain more
performance information, at no charge by calling 1-888-4ARK-FUND for the Retail
Class and 1-800-624-4116 (inside Maryland 1-800-638-7751) for the Institutional
Class.

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FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED OCTOBER 31, 1999 (UNAUDITED)
AND THE PERIODS ENDED APRIL 30,

NET ASSET REALIZED AND DISTRIBUTIONS DISTRIBUTIONS
VALUE, NET UNREALIZED FROM NET FROM NET ASSET
BEGINNING INVESTMENT GAINS OR (LOSSES) INVESTMENT CAPITAL VALUE, END
OF PERIOD INCOME ON INVESTMENTS INCOME GAINS OF PERIOD

INCOME PORTFOLIO
RETAIL CLASS A
1999* $10.20 0.27 (0.36) (0.27) -- $ 9.84
1999 10.37 0.58 (0.16) (0.59) -- 10.20
1998 9.94 0.58 0.44 (0.59) -- 10.37
1997 9.91 0.59 0.01 (0.57) -- 9.94
1996 9.72 0.60 0.19 (0.60) -- 9.91
1995(1) 9.62 0.55 0.05 (0.47) (0.03) 9.72

SMALL-CAP EQUITY PORTFOLIO
RETAIL CLASS A
1999* $12.59 (0.06) 6.55 -- -- $19.08
1999 11.83 (0.07) 1.16 -- (0.33) 12.59
1998 8.53 (0.06) 3.98 -- (0.62) 11.83
1997(2) 15.47 (0.01) (3.72) -- (3.21) 8.53

INTERNATIONAL EQUITY SELECTION PORTFOLIO
RETAIL CLASS A
1999* $11.16 0.01 1.29 -- -- $12.46
1999 11.51 0.08 (0.17) (0.09) (0.17) 11.16
1998*(2) 11.40 -- 0.11 -- -- 11.51

RATIO
RATIO OF NET OF EXPENSES
RATIO OF INVESTMENT TO AVERAGE
NET ASSETS EXPENSES INCOME (LOSS) NET ASSETS PORTFOLIO
TOTAL END OF TO AVERAGE TO AVERAGE (EXCLUDING TURNOVER
RETURN(A) PERIOD(000) NET ASSETS NET ASSETS WAIVERS) RATE

INCOME PORTFOLIO
RETAIL CLASS A
1999* (0.84)%+ $7,240 0.95% 5.49% 1.24% 151.50%
1999 4.08 8,573 0.95 5.59 1.24 50.41
1998 10.47 6,889 0.95 5.82 1.16 154.87
1997 6.32 4,102 0.89 5.96 1.09 271.6
1996 8.14 4,184 1.02 5.54 1.37 107.33
1995(1) 6.45 296 1.23 5.66 27.63 73

SMALL-CAP EQUITY PORTFOLIO
RETAIL CLASS A
1999* 51.55%+ $3,609 1.31% (0.89)% 1.62% 259.35%
1999 9.66 2,248 1.32 (0.64) 1.63 733.14
1998 47.57 1,853 1.21 (0.46) 1.36 410.72
1997(2) (27.14)+ 1,075 1.11* (0.13)* 1.21* 704.41

INTERNATIONAL EQUITY SELECTION PORTFOLIO
RETAIL CLASS A
1999* 11.65%+ $1,996 1.05% 0.22% 1.45% 14.39%
1999 (0.59) 1,496 1.05 0.80 1.30 101.86
1998*(2) 0.96+ 13 0.96* (0.63)* 1.19* 0.98

+ Returns are for the period indicated and have not been annualized.
* All ratios for the period have been annualized, except where otherwise
noted.
(A) Total return for the retail class does not include the one-time sales
charge.
(1) Commenced operations on April 12, 1994.
(2) Commenced operations on May 16, 1996.
(3) Commenced operations on April 1, 1998.

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45
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED OCTOBER 31, 1999 (UNAUDITED)
AND THE PERIODS ENDED APRIL 30,

INCOME PORTFOLIO
INSTITUTIONAL CLASS
1999* $10.08 0.28 (0.36) (0.28) -- $ 9.72
1999 10.25 0.59 (0.17) (0.59) -- 10.08
1998 9.82 0.61 0.43 (0.61) -- 10.25
1997 9.80 0.59 0.02 (0.59) -- 9.82
1996 9.60 0.61 0.20 (0.61) -- 9.80
1995 9.61 0.58 0.02 (0.58) (0.03) 9.60

SMALL-CAP EQUITY PORTFOLIO
INSTITUTIONAL CLASS
1999* $12.65 (0.06) 6.60 -- -- $19.19
1999 11.86 (0.05) 1.17 -- (0.33) 12.65
1998 8.53 (0.02) 3.97 -- (0.62) 11.86
1997 14.72 (0.01) (2.97) -- (3.21) 8.53
1996(1) 10.00 0.09 4.72 (0.09) -- 14.72

INTERNATIONAL EQUITY SELECTION PORTFOLIO
INSTITUTIONAL CLASS
1999* $11.16 0.02 1.28 -- -- $12.46
1999 11.51 0.10 (0.18) (0.10) (0.17) 11.16
1998 10.85 -- 0.66 -- -- 11.51
1998++(2) 10.00 0.15 1.12 (0.23) (0.19) 10.85

INCOME PORTFOLIO
INSTITUTIONAL CLASS
1999* (0.81)%+ $343,268 0.82% 5.63% 0.94% 151.50%
1999 4.22 356,482 0.78 5.77 0.94 50.41
1998 10.84 322,304 0.73 6.05 0.77 154.87
1997 6.51 242,966 0.68 6.19 0.68 271.6
1996 8.46 180,962 0.73 6.00 0.73 107.33
1995 6.53 66,441 0.74 6.15 0.74 73

SMALL-CAP EQUITY PORTFOLIO
INSTITUTIONAL CLASS
1999* 51.70%+ $ 46,509 1.20% (0.78)% 1.22% 259.35%
1999 9.89 30,562 1.16 (0.48) 1.23 733.14
1998 47.93 27,372 0.98 (0.24) 1.02 410.72
1997 (23.43) 17,746 0.95 (0.12) 0.95 704.41
1996(1) 48.34+ 33,621 0.91* 0.60* 0.91* 286.8

INTERNATIONAL EQUITY SELECTION PORTFOLIO
INSTITUTIONAL CLASS
1999* 11.65%+ $ 28,029 0.94% 0.30% 1.05% 14.39%
1999 (0.50) 23,686 0.88 1.04 1.04 101.86
1998 6.08+ 41,510 0.78* (0.52)* 1.22* 0.98
1998++(2) 12.95+ 35,858 0.75* 1.73* 1.20* 43

+ Returns are for the period indicated and have not been annualized.
++ Period ended February 28.
* All ratios for the period have been annualized, except where otherwise
noted.
(A) Total return for the retail class does not include the one-time sales
charge.
(1) Commenced operations on July 13, 1995.
(2) Commenced operations on April 1, 1997.

Page 45 of 45
46
ARK FUNDS

INVESTMENT ADVISOR

Allied Investment Advisors, Inc.
100 E. Pratt Street
Baltimore, MD 21202

INVESTMENT SUBADVISOR
(International Equity Portfolio and Emerging Markets Equity Portfolio)

AIB Govett, Inc.
250 Montgomery Street
Suite 1200
San Francisco, CA 94104

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, PA 19456

LEGAL COUNSEL

Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Washington, DC 20036

INDEPENDENT AUDITORS

KPMG LLP
99 High Street
Boston, MA 02110

More information about the Portfolios is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated June _____, 2000, includes detailed information about the
following ARK Funds: Income Portfolio, Small-Cap Equity Portfolio, International
Equity Selection Portfolio, International Equity Portfolio, and Emerging Markets
Equity Portfolio. The SAI is on file with the SEC and is incorporated by
reference into this prospectus. This means that the SAI, for legal purposes, is
a part of this prospectus.

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47
ANNUAL AND SEMI-ANNUAL REPORTS

These reports list each Portfolio's holdings and contain information from the
Portfolio's managers about strategies and recent market conditions and trends
and their impact on performance. The reports also contain detailed financial
information about the Portfolios.

TO OBTAIN MORE INFORMATION:

BY TELEPHONE:

RETAIL CLASS A SHARES: Call 1-888-4ARK-FUND
INSTITUTIONAL CLASS: Call 1-800-624-4116 (inside Maryland 1-800-638-7751)

BY MAIL: Write to us

RETAIL CLASS A SHARES:
ARK Funds
P.O. Box 8525
Boston, MA 02266-8525

INSTITUTIONAL CLASS:
ARK Funds
c/o Allfirst Bank Trust Division
Banc #101-624
P.O. Box 1596
Baltimore, MD 21201

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual Reports,
as well as other information about ARK Funds, from the SEC's website
(http://www.sec.gov). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information call (202) 942-8090). You may
request documents by mail from the SEC, upon payment of a duplicating fee, by
(1) writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-6009 or (2) sending an electronic request to
publicinfo@sec.gov. ARK Funds' Investment Company Act registration number is
811-7310.

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