Expenses of the Fund...........................................

Financial Highlights...........................................

The Fund.......................................................

Investment Objectives and Policies.............................

Risk Factors...................................................

Investment Restrictions........................................

Management of the Fund.........................................

Alternative Purchase Plan......................................

How to Purchase Shares.........................................

How to Redeem Shares...........................................

Retirement Plans...............................................

Shares of Beneficial Interest..................................

Dividends, Distributions and Taxes.............................

Determination of Net Asset Value...............................

Performance....................................................

Investment Application.........................................

Automatic Investment Plan Application..........................

Application to Request to Transfer to The Timothy Plan.........

This Prospectus is not an offering of the securities herein described in any jurisdiction or to any person to whom it is unlawful for the Fund to make such an offer or solicitation. No sales representative, dealer, or other person is authorized to give any information or make any representation other than those contained in this Prospectus.

THE FUND       THE TIMOTHY PLAN (the "Fund") is an open-end, diversified
               management investment company established as a series Delaware
               business trust.

MINIMUM        There is a minimum $1,000 initial investment for each Class of
PURCHASE       shares. There is no minimum investment requirement for
               subsequent investments or for qualified retirement plans.

INVESTMENT     The primary objective of the Fund is long-term capital growth
OBJECTIVES     and the secondary objective is current income. The Fund seeks
               to achieve its objectives while abiding by the ethical standards
               established for investments by the Fund.

INVESTMENT     The Fund invests in securities issued by companies which, in the
POLICY         opinion of the Fund's advisor, conduct business in accordance
               with certain ethical standards. This policy precludes the
               investment in securities of companies involved in the businesses
               of alcohol production, tobacco production, or casino gambling,
               or which are directly or indirectly involved in pornography or
               abortion.  The securities in which the Fund shall be precluded
               from investing, by virtue of the Fund's ethical standards, are
               referred to as the "Excluded Securities."

INVESTMENT     Timothy Partners, Ltd. ("TPL") is the Fund's investment advisor
ADVISOR        and Awad & Associates, a division of Raymond & James, Inc. (the
               "Investment Manager") is the Fund's investment manager.

DISTRIBUTOR    TPL is also the distributor and underwriter of the Fund's shares.

ALTERNATIVE    The Fund offers two classes of shares: CLASS A shares and CLASS
PURCHASE       B shares.  Each Class has its own sales charge structure.
PLAN           Investors may choose the Class of shares that best suits
               their investment objectives. Each Class of shares represents an
               interest in the same portfolio of investments of the Fund.

               CLASS A SHARES. CLASS A shares are offered at net asset value per
               share plus a maximum initial sales charge of 5.50% of the
               offering price, reduced on investments of $25,000 or more. CLASS
               A shares are subject to an annual 12b-1 distribution and service
               fee of up to 0.25% of the Fund's average daily net assets of the
               attributable CLASS A shares.

               CLASS B SHARES. CLASS B shares are offered at net asset value per
               share and are subject to a maximum contingent deferred sales
               charge of 5.00% of redemption proceeds on redemptions made within
               the first year after purchase and declining thereafter to 0.00%
               after the fifth year. CLASS B shares are subject to a combined
               annual distribution fee and service fee of up to 1.00% of the
               Fund's average daily net assets attributable to CLASS B shares.
               CLASS B shares will automatically convert to CLASS A shares once
               the economic equivalent of a 5.50% sales charge is recovered
               through the distribution fee. (See "Conversion Feature" under
               "Alternative Purchase Plan").

The above information is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus.

EXPENSES OF THE FUND

The following table illustrates all expenses and fees that a shareholder of the Fund's CLASS A and CLASS B will incur.

                                                                                            CLASS A    CLASS B
                                                                                           ---------  ---------
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)..............  5.50% /1/   none
Maximum Sales Load Imposed on Reinvested Dividends
       (as a percentage of offering price)...............................................  none        none
Redemption Fees..........................................................................  none /2/    none /2/
Contingent Deferred Sales Charge (CDSC) /3/..............................................  none        *
      (as a percentage of the lesser of original purchase price or redemption proceeds)

* A CDSC is imposed on CLASS B shares purchased on or after September 22, 1997 at the following declining rates:

REDEMPTION WITHIN                      PERCENTAGE
     First Year......................         5.0%
     Second Year.....................         4.0%
     Third Year......................         3.0%
     Fourth Year.....................         2.0%
     Fifth Year......................         1.0%
     Sixth Year and thereafter.......         None

/1/ CLASS A shareholders who purchased shares before September 22, 1997 are not subject to the front-end sales load on future purchases. No charge is assessed on shares derived from reinvestment of dividends or capital gains distributions. The front-end sales load is reduced for purchases of $25,000 and over. See "Purchasing Class A Shares" under "Alternative Purchase Plan".
/2/ UMB Bank KC NA charges $9.00 per redemption for redemptions remitted by wire.
/3/ CLASS B shareholders who purchased shares before September 22, 1997 are not subject to the CDSC upon redemption of such shares.

                                                                     CLASS A      CLASS B
                                                                     --------     -------
Management and Advisory Expenses After Expense Reimbursements*..      0.00%         0.00%
12b-1 Fees /1/..................................................      0.25%         1.00%/2/
Other Expenses After Expense Reimbursements.....................      1.35%         1.35%
                                                                      ----          ----
Total Operating Costs After Expense Reimbursements..............      1.60%         2.35%
                                                                      ====          ====

* The purpose of this table is to assist the investor in understanding the various expenses that an investor in the Fund will bear directly or indirectly. TPL has voluntarily agreed to waive its fees and reimburse the Fund for its other expenses, so that the total annual operating expenses of CLASS A and CLASS B will not exceed 1.60% and 2.35%, respectively, of each Class' respective average daily net assets. Prior to September 22, 1997, TPL had voluntarily agreed to waive its management fees and reimburse expenses so that CLASS B'S (the former "Retail Class") total annual operating expenses would not exceed 2.20%. CLASS B'S expense information is restated to reflect current fees. Absent any fee waiver and expense reimbursements, "Management and Advisory Expenses After Expense Reimbursements" would have been 0.85% for each Class of shares and "Other Expenses After Expense Reimbursements" for CLASS A would have been 2.85% and CLASS B shares would be estimated at 3.45%.

                                                                      1 year    3 years   5 years   10 years
                                                                      ------    -------   -------   --------
(1)  Assuming a complete redemption at end of period
                      CLASS A                                         $70*      $103*     $137*     $235*
                      CLASS B                                         $75**     $106**    $137**    $269
(2)  Assuming no redemption
                      CLASS A                                         $70*      $103*     $137*     $235*
                      CLASS B                                         $24       $73       $126      $269

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE

Expenses attributable to the Fund, but not a particular Class, will be allocated to each Class on the basis of relative net assets. Except as indicated above, the Fund is responsible for the payment of its expenses, other than those borne by TPL. These expenses may include, but are not limited to: (a) management fees; (b) the charges and expenses of the Fund's legal counsel and independent accountants; (c) brokers' commissions, mark-ups and mark-downs and any issue or transfer taxes chargeable to the Fund in connection with its securities transactions; (d) all taxes and corporate fees payable by the Fund to governmental agencies; (e) the fees of any trade association of which the Fund is a member; (f) the cost of stock certificates, if any, representing shares of the Fund; (g) amortization and reimbursements of the organization expenses of the Fund and the fees and expenses involved in registering and maintaining registration of the Fund and its shares with the U.S. Securities and Exchange Commission, and the preparation and printing of the Fund's registration statements and prospectuses for such purposes; (h) allocable communications expenses with respect to investor services and all expenses of shareholders and trustee meetings and of preparing, printing and mailing prospectuses and reports to shareholders; (i) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund's business; (j) state filing fees; and (k) compensation for employees of the Fund.

ALTERNATIVE PURCHASE PLAN

The Alternative Purchase Plan permits an investor to choose the method of purchasing shares that is most beneficial given the amount of the purchase and the length of time the investor expects to hold the shares. The primary difference between the Classes lies in their sales charge structures and ongoing expenses. CLASS A and CLASS B shares represent interests in the same portfolio of investments of the Fund.

PURCHASING CLASS A SHARES

APPLICABLE SALES CHARGES
CLASS A shares of the Fund are offered at the public offering price, which is the net asset value per share plus any applicable sales charge. The sales charge is a variable percentage of the offering price depending upon the amount of the sale. No sales charge will be assessed on the reinvestment of distributions. The sales charge will be assessed as follows:

                                  AS A % OF    AS A % OF    DEALER CONCESSION
                                   OFFERING   NET AMOUNT   AS A PERCENTAGE OF
AMOUNT OF YOUR INVESTMENT           PRICE      INVESTED      OFFERING PRICE
--------------------------------  ----------  -----------  -------------------
   $1,000 but under $25,000.....       5.50%        5.82%           5.25%
   $25,000 but under $50,000....       4.25%        4.44%           4.00%
   $50,000 but under $100,000...       3.00%        3.09%           2.75%
   $100,000 but under $250,000..       2.00%        2.04%           1.75%
   $250,000 but under $500,000..       1.00%        1.01%           0.75%
   $500,000 or over.............       0.00%        0.00%           0.00%

The distributor will pay the appropriate dealer concession to those selected dealers who have entered into an agreement with the distributor. The dealer's concession may be changed from time to time. The distributor may from time to time offer incentive compensation to dealers (which sell shares of the Fund subject to sales charges) allowing such dealers to retain an additional portion of the sales load. A dealer who receives all of the sales load may be considered an "underwriter" under the Securities Act of 1933, as amended. All such sales charges are paid to the securities dealer involved in the trade, if any. The foregoing schedule of sales charges applies to single purchases and to purchases made under a Letter of Intent and pursuant to the Rights of Accumulation, both of which are described below.

EXEMPTIONS FROM SALES CHARGES

CLASS A shareholders who purchased shares before September 22, 1997 are not subject to the sales charge on past or future purchases. In addition, the Fund will waive sales charges for purchases by fee-based Registered Investment Advisers for their clients, broker/dealers with wrap fee accounts and for investors who wish to transfer funds from other registered investment companies into the Fund. Shares of CLASS A purchased under the above circumstances will be issued at the net asset value next determined after receipt of the purchase order in proper form by the transfer agent.

REDUCED SALES CHARGES

The sales charge for purchases of CLASS A shares of the Fund may be reduced through Rights of Accumulation or Letter of Intent. To qualify for a reduced sales charge, investors must so notify their authorized dealer, the Fund or the Fund's transfer agent or distributor at the time of each purchase of shares which qualifies for the reduction.

RIGHTS OF ACCUMULATION

A shareholder may qualify for a reduced sales charge by aggregating the net asset values of shares requiring the payment of an initial sales charge, previously purchased and currently owned with the dollar amount of shares to be purchased.

LETTER OF INTENT

An investor may qualify for a reduced sales charge immediately by signing a non- binding Letter of Intent stating the investor's intention to invest during the next 13 months a specified amount which, if made at one time, would qualify for a reduced sales charge. The first investment cannot be made more than 90 days prior to the date of the Letter of Intent. Any redemptions made during the 13 month period will be subtracted from the amount of purchases in determining whether the Letter of Intent has been completed. During the term of a Letter of Intent, the transfer agent will hold shares representing 5.50% of the indicated amount in escrow for payment of a higher sales load if the full amount indicated in the Letter of Intent is not purchased. The escrowed shares will be released when the full amount indicated has been purchased. If the full amount indicated is not purchased within the 13 month period, an investor's escrowed shares will be redeemed in an amount equal to the difference in the dollar amount of sales charge actually paid and the amount of sales charge the investor would have had to pay on his or her aggregate purchases if the total of such purchases had been made at a single time.

PURCHASING CLASS B SHARES

CONTINGENT DEFERRED SALES CHARGE

A contingent deferred sales charge (CDSC) is imposed on certain redemptions of CLASS B shares. Because CLASS B shares are sold without an initial sales charge, the entire amount of an investor's purchase payment is invested in the Fund. CLASS B shares which are held for five years or more after purchase (calculated from the last day of the month in which the shares were purchased) will not be subject to any charge upon redemption. Shares redeemed sooner than five years after purchase may, however, be subject to a contingent deferred sales charge upon redemption. The charge is assessed on an amount equal to the lesser of the then current market value or the cost of the shares being redeemed. Accordingly, no sales charge is imposed on increases in net asset value above the initial purchase price. In addition, no charge is assessed on shares derived from reinvestment of dividends or capital gains distributions.

The amount of the CDSC, if any, varies depending on the number of years from the time of payment for the purchase of CLASS B shares until the time of redemption of such shares. Solely for purposes of determining the number of years from the time of any payment for the purchases of shares, all payments during a month are aggregated and deemed to have been made on the last day of the month. The amount of any applicable CDSC will be calculated by multiplying the lesser of the original purchase price or the net asset value of such shares at the time of redemption by the applicable percentage shown in the table below.

REDEMPTION WITHIN                    PERCENTAGE
-----------------                    ----------
First Year                               5.0%
Second Year                              4.0%
Third Year                               3.0%
Fourth Year                              2.0%
Fifth Year                               1.0%
Sixth Year and thereafter                None

In determining whether a CDSC is applicable to a redemption, it is assumed that the redemption is first, of any shares in the shareholder's account that are not subject to a CDSC; second, of shares held for over five years or shares acquired pursuant to reinvestment of dividends or distributions, and third, of shares held longest during the five-year period.

A commission or transaction fee of 4.00% of the purchase amount will be paid by the Fund's distributor to authorized dealers at the time of purchase. Additionally, the distributor may, from time to time, pay additional promotional incentives in the form of cash or other compensation to authorized dealers that sell CLASS B shares of the Fund.

CONTINGENT DEFERRED SALES CHARGE WAIVERS

The CDSC is waived on redemptions of CLASS B shares (i) following the death or disability (as defined in the Code) of a shareholder; (ii) in connection with certain distributions from an IRA or other retirement plans; (iii) pursuant to the Fund's Systematic Cash Withdrawal Plan, but limited to 10% annually of the initial value of the account; and (iv) effected pursuant to the right of the Fund to liquidate a shareholder's account as described under "How to Redeem Shares."

CONVERSION FEATURE

CLASS B shares automatically convert to CLASS A shares once the economic equivalent of a 5.50% sales charge is recovered by the Fund for each investment account. The sales charge is recoverable by the Fund through the distribution fee paid pursuant to the CLASS B PLAN. The purpose of the conversion feature is to relieve the long-time shareholders frOM THE higher distribution fee associated with the CLASS B shares, once distributors have been adequately compensated for the higher distribution expenses attributable to the CLASS B shares through payments made pursuant to the CLASS B PLAN. Such conversion will be on the basis of the relative net asset values per share, without the imposition of any sales load, fee or other charge.

CLASS B shares acquired through reinvestment of dividends will convert to CLASS A shares pro rata with CLASS B shares not acquired through dividend reinvestment.

FACTORS TO CONSIDER IN CHOOSING A CLASS OF SHARES

In deciding which Class of shares to purchase, investors should take into consideration their investment goals, present and anticipated purchase amounts and time horizons. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated distribution fees and the CDSC on CLASS B shares prior to the conversion would be less than the initial sales charge on CLASS A shares purchased at the same time, and to what extent such differential would be offset by the higher dividends per share on CLASS A shares. To assist investors in making this determination, investors should refer to the Example under " Expenses of the Fund," regarding the effect of the charges applicable to each Class of shares. In this regard, CLASS A shares may be more beneficial to the investor who qualifies for reduced initial sales charges or purchase at net asset value, as described under "Alternative Purchase Plan -Purchasing Class A Shares."

Over time, the cumulative expense of the 1.00% annual service and distribution fees on the CLASS B shares of the Fund will approximate or exceed the expense of the maximum 5.50% initial sales charge plus the 0.25% annual distribution and service fee on the CLASS A shares of the Fund. CLASS A shares are subject to a lower distribution fee and, accordingly receive correspondingly higher dividends per share. However, because initial sales charges are deducted at the time of purchase, investors in CLASS A shares do not have all their funds invested initially and, therefore, initially own fewer shares. Other investors might determine that it is more advantageous to purchase CLASS B shares and have all their funds invested initially, while remaining subject to a CDSC. Ongoing distribution fees on CLASS B shares are offset to the extent of the additional funds originally invested and any return realized on those funds. However, there can be no assurance as to the return, if any, which will be realized on such additional funds.

CLASS A shares may be appropriate for investors who prefer to pay the sales charge up front, want to take advantage of the reduced sales charges available on larger investments, wish to maximize their current income from the start, prefer not to pay redemption charges or have a longer-term investment horizon. CLASS B shares may be appropriate for investors who wish to avoid a front-end sales charge, put 100% of their investment dollars to work immediately or have a longer-term investment horizon. CLASS B shareholders pay a CDSC if they redeem during the first five years after purchase, unless a sales charge waiver applies. Investors expecting to redeem during this period should consider the cost of the applicable CDSC in addition to the annual CLASS B service and distribution fee, as compared with the cost of the applicable initial sales charge and annual service and distribution fee applicable to CLASS A shares.

HOW TO PURCHASE SHARES

GENERAL

Shares of the Fund may be purchased directly from the Fund or through authorized dealers at the net asset value per share, plus the applicable sales charge for CLASS A shares and at the net asset value per share for CLASS B shares. While no sales charge is imposed at the time CLASS B shares are purchased, a CDSC charge may be imposed at the time of redemption. (See "Purchasing Class B Shares" under "Alternative Purchase Plan"). The Fund reserves the right to reject any purchase order and to suspend the offering of shares of the Fund. The Fund will not accept a check endorsed over by a third-party. The minimum initial investment for CLASS A shares and CLASS B shares is $1,000 with no minimum for subsequent investments. The Fund reserves the right to vary the initial investment minimum and minimums for additional investments at any time. There is no minimum initial investment requirement for qualified retirement plans.

Purchase orders for shares of the Fund which are received by the transfer agent in proper form prior to the close of regular trading hours on the NYSE (currently 4:00 p.m. Eastern time) on any day that the Fund calculates its net asset value, are priced according to the net asset value determined on that day. Purchase orders for shares of the Fund received after the close of the NYSE on a particular day are priced as of the time the net asset value per share is next determined.

Purchases may be made in one of the following ways:

PURCHASES BY MAIL

Shares may be purchased initially by completing the Investment Application on pages XX and XX of this Prospectus and mailing it to the transfer agent, together with a check payable to THE TIMOTHY PLAN, c/o FPS Services, Inc., 3200 Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406-0903. All checks for purchase of shares must be drawn on U.S. banks and be made payable to the Fund in U.S. dollars.

Subsequent investments in an existing account in the Fund may be made at any time by sending a check payable to THE TIMOTHY PLAN, c/o UMB Bank KC, NA, P.O. Box 412797, Kansas City, MO 64141-2797. Please enclose the stub of your account statement along with the amount of the investment and the name of the account for which the investment is to be made and the account number. Please note: A $20 fee will be charged to your account for any payment check returned to the custodian.

PURCHASES THROUGH BROKER/DEALERS

The Fund may accept telephone orders from broker/dealers or service organizations which have been previously approved by the Fund. It is the responsibility of such broker/dealers or service organizations to promptly forward purchase orders and payments for the same to the Fund. Shares of the Fund may be purchased through broker/dealers, banks and bank trust departments who may charge the investor a transaction fee or other fee for their services at the time of purchase. Minimums of broker/dealers or accounts opened through a fund network may apply.

Wire orders for shares of the Fund received by FPS prior to 4:00 p.m., Eastern time, are confirmed at that day's public offering price. Orders received by dealers after 4:00 p.m., Eastern time, are confirmed at the public offering price on the following business day.

PURCHASES BY WIRE

To order shares for purchase by wiring federal funds, the transfer agent must first be notified by calling (800) 662-0201 to request an account number and furnish the Fund with your tax identification number. Following notification to the transfer agent, federal funds and registration instructions should be wired through the Federal Reserve System to:

UMB BANK KC NA
ABA #10-10-00695
FOR: FPS SERVICES, INC.
A/C 98-7037-071-9
FBO "THE TIMOTHY PLAN - CLASS (A) or (B)"

ACCOUNT OF (exact name(s) of account registration)
SHAREHOLDER ACCOUNT # _______________

A completed application with signature(s) of registrant(s) must be filed with the transfer agent immediately subsequent to the initial wire. Investors should be aware that some banks may impose a wire service fee. Shareholders may be subject to 31% withholding if original application is not received.

AUTOMATIC INVESTMENT PLAN

Shares of the Fund may be purchased through an Automatic Investment Plan (the "Plan"). The Plan provides a convenient method by which investors may have monies deducted directly from their checking, savings or bank money market accounts for investment in the Fund. The minimum investment pursuant to this Plan is $100 per month. If you desire to take advantage of this Plan simply complete and remit the Automatic Investment Plan Application on pages XX and XX. The account designated will be debited in the specified amount, on the date indicated, and Fund shares will be purchased. Only an account maintained at a domestic financial institution which is an ACH member may be so designated. The Fund may alter, modify or terminate this Plan at any time. For information about participating in the Automatic Investment Plan, call FPS Services, Inc. at
(800) 662-0201.

HOW TO REDEEM SHARES

Fund shares may be redeemed at their net asset value (subject to any applicable CDSC for CLASS B shares) on any business day that the NYSE is open. (See "Determination of Net Asset Value"). Redemptions will be effective at the net asset value per share next determined after the receipt by the transfer agent of a redemption request meeting the requirements described below. The Fund normally sends redemption proceeds on the next business day, but in any event redemption proceeds are sent within seven calendar days of receipt of a redemption request in proper form. Payment may also be made by wire directly to any bank previously designated by the shareholder in a shareholder account application. There is a $9.00 charge for redemptions by wire. Please note that the shareholder's bank also may impose a fee for wire service. The Fund will honor redemption requests of shareholders who recently purchased shares by check, but will not mail the proceeds until it is reasonably satisfied that the purchase check has cleared, which may take up to fifteen days from the purchase date, at which time the redemption proceeds will be mailed to the shareholder. To avoid delays of this kind, you may wish to purchase by wire if you are planning on redeeming your shares in the near future.

Except as noted below, redemption requests received in proper form by the transfer agent prior to the close of regular trading hours on the NYSE on any business day that the Fund calculates its per share net asset value are effective that day.

Redemption requests received after the close of the NYSE are effective as of the time the net asset value per share is next determined.

Shares of the Fund may be redeemed through certain brokers, financial institutions or service organizations, banks and bank trust departments who may charge the investor a transaction fee or other fee for their services at the time of redemption. Such fees would not otherwise be charged if the shares were directly redeemed from the Fund.

The Fund will satisfy redemption requests in cash to the fullest extent feasible, so long as such payments would not, in the opinion of TPL or the Board of Trustees, result in the necessity of the Fund selling assets under disadvantageous conditions and to the detriment of the remaining shareholders of the Fund.

Pursuant to the Fund's Agreement and Declaration of Trust, payment for shares redeemed may be made either in cash or in-kind, or partly in cash and partly in- kind. However, the Fund has elected, pursuant to Rule 18f-1 under the Act, to redeem its shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund, during any 90 day period for any one shareholder. Payments in excess of this limit will also be made wholly in cash unless the Board of Trustees believes that economic conditions exist which would make such a practice detrimental to the best interests of the Fund. Any portfolio securities paid or distributed in-kind would be valued as described under "Determination of Net Asset Value." In the event that an in-kind distribution is made, a shareholder may incur additional expenses, such as the payment of brokerage commissions, on the sale or other disposition of the securities received from the Fund. In-kind payments need not constitute a cross-section of the Fund's portfolio. Where a shareholder has requested redemption of all or a part of the shareholder's investment, and where the Fund completes such redemption in-kind, the Fund will not recognize gain or loss for federal tax purposes, on the securities used to complete the redemption but the shareholder will recognize gain or loss equal to the difference between the fair market value of the securities received and the shareholder's basis in the Fund shares redeemed.

Shares may be redeemed in one of the following ways:

REDEMPTION BY MAIL

Shares may be redeemed by submitting a written request for redemption to the transfer agent at 3200 Horizon Drive, P.O. Box 61503, King of Prussia, PA 19406- 0903.

A written redemption request to the transfer agent must: (i) identify the shareholder's account number, (ii) state the number of shares or dollars to be redeemed and (iii) be signed by each registered owner exactly as the shares are registered. A redemption request for amounts above $25,000, or redemption requests for which proceeds are to be mailed somewhere other than the address of record, must be accompanied by signature guarantees. Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible guarantor institutions include banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations. Broker/dealers guaranteeing signatures must be members of a clearing corporation or maintain net capital of at least $100,000. Credit unions must be authorized to issue signature guarantees. Signature guarantees will be accepted from any eligible guarantor institution which participates in a signature guarantee program. The transfer agent may require additional supporting documents for redemptions made by corporations, executors, administrators, trustees and guardians.

A redemption request will not be deemed to be properly received until the transfer agent receives all required documents in proper form. Questions with respect to the proper form for redemption requests should be directed to the transfer agent at (800) 662-0201.

REDEMPTION BY TELEPHONE

Shareholders who have so indicated on the application, or have subsequently arranged in writing to do so, may redeem shares by instructing the transfer agent by telephone. In order to arrange for redemption by wire or telephone after an account has been opened, or to change the bank or account designated to receive redemption proceeds, a written request, accompanied by a signature guarantee, must be sent to the transfer agent at the address listed above.

Neither the Fund nor any of its service contractors will be liable for any loss or expense in acting upon any telephone instructions that are reasonably believed to be genuine. In attempting to confirm that telephone instructions are genuine, the Fund will use such procedures as are considered reasonable, including requesting a shareholder to correctly state his or her Fund account number, the name in which his or her account is registered, his or her banking institution, bank account number and the name in which his or her bank account is registered. To the extent that the Fund fails to use reasonable procedures to verify the genuineness of telephone instructions, it and/or its service contractors may be liable for any such instructions that prove to be fraudulent or unauthorized.

The Fund reserves the right to refuse a wire or telephone redemption if it is believed advisable to do so. Procedures for redeeming Fund shares by wire or telephone may be modified or terminated at any time by the Fund.

SYSTEMATIC CASH WITHDRAWAL PLAN

The Fund offers a Systematic Cash Withdrawal Plan ("Withdrawal Plan") as another option which may be utilized by an investor who wishes to withdraw funds from his or her account on a regular basis. To participate in this option, an investor must either own or purchase shares having a value of $10,000 or more. Automatic payments by check will be mailed to the investor on either a monthly, quarterly, semi-annual or annual basis in amounts of $100 or more. All withdrawals are processed on the 25th of the month or, if such day is not a business day, on the next business day and paid promptly thereafter. Please complete the appropriate section on the Investment Application enclosed within this Prospectus, indicating the amount of the distribution and the desired frequency.

CLASS B shareholders who establish a Withdrawal Plan may redeem up to 10% annually of the shareholder's initial account balance without incurring a contingent deferred sales charge. Initial account balance means the amount of the shareholder's investment at the time the election to participate in the Withdrawal Plan is made. (See "Purchasing Class B Shares - Waiver of Contingent Deferred Sales Charge").

REDEMPTION BY AUTOMATED CLEARING HOUSE ("ACH")

A shareholder may elect to have redemption proceeds, cash distributions or systematic cash withdrawal payments transferred to a bank, savings and loan association or credit union that is an on-line member of the ACH system. There

are no fees charged by the Fund associated with the use of the ACH service.

ACH redemption requests must be received by the Fund's transfer agent before 4:00 p.m. New York time to receive that day's closing net asset value. ACH redemptions will be sent on the day following the shareholder's request. The funds from the ACH redemption will normally be available two days after the redemption has been processed.