485APOS

    As filed with the Securities and Exchange Commission on November 25, 2008

                Securities Act of 1933 Registration No. 333-00641
            Investment Company Act of 1940 Registration No. 811-07527

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Post-Effective Amendment No. 58                   [X]

                                       and
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                Amendment No. 59                           [X]

                        (Check appropriate box or boxes)

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

                                  Turner Funds
               (Exact Name of Registrant as Specified in Charter)

                          c/o The CT Corporation System
                               101 Federal Street
                                Boston, MA 02110
                    (Address of Principal Executive Offices)

                                  610-251-0268
              (Registrant's Telephone Number, including Area Code)
                          ----------------------------

Name and Address of Agent for Service:          with a copy to:

Michael P. Malloy                               Brian F. McNally
Drinker Biddle & Reath LLP                      Turner Investment Partners, Inc.
18th and Cherry Streets                         1205 Westlakes Dr., Suite 100
Philadelphia, PA 19103                          Berwyn, PA 19312-2414

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

         [ ]   immediately upon filing pursuant to paragraph (b)
         [ ]   on (date) pursuant to paragraph (b)
         [X]   60 days after filing pursuant to paragraph (a)(1)
         [ ]   on (date) pursuant to paragraph (a)(1)
         [ ]   75 days after filing pursuant to paragraph (a)(2)
         [ ]   on (date) pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:

         [ ]   this post-effective amendment designates a new effective date for
               a previously filed post-effective amendment.

Title of securities being registered:  units of beneficial interest.




                              SUBJECT TO COMPLETION
                PRELIMINARY PROSPECTUS DATED NOVEMBER 25, 2008

INFORMATION CONTAINED HEREIN PERTAINING TO THE TURNER EMERGING GROWTH FUND AND
TURNER SMALL CAP EQUITY FUND OF TURNER FUNDS IS SUBJECT TO COMPLETION OR
AMENDMENT. A POST-EFFECTIVE AMENDMENT TO TURNER FUNDS' REGISTRATION STATEMENT
RELATING TO INSTITUTIONAL CLASS SHARES OF THE TURNER EMERGING GROWTH FUND AND
TURNER SMALL CAP EQUITY FUND HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. INSTITUTIONAL CLASS SHARES OF THE TURNER EMERGING GROWTH FUND AND
TURNER SMALL CAP EQUITY FUND MAY NOT BE SOLD NOR MAY OFFERS TO BUY INSTITUTIONAL
CLASS SHARES OF THE TURNER EMERGING GROWTH FUND AND TURNER SMALL CAP EQUITY FUND
BE ACCEPTED PRIOR TO THE TIME THE POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
INSTITUTIONAL CLASS SHARES OF THE TURNER EMERGING GROWTH FUND AND TURNER SMALL
CAP EQUITY FUND IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.


TURNER FUNDS


                                                                  PROSPECTUS
                                                                [------------]
>



Turner Emerging Growth Fund
Institutional Class Shares

Turner Small Cap Equity Fund
Institutional Class Shares





                              INVESTMENT ADVISERS:

             Turner Investment Partners, Inc. (Emerging Growth Fund)
            Turner Investment Management LLC (Small Cap Equity Fund)

             The Securities and Exchange Commission has not approved
               or disapproved these securities or passed upon the
                  adequacy or accuracy of this Prospectus. Any
                       representation to the contrary is a
                                criminal offense.




ABOUT THIS
PROSPECTUS

Turner Funds is a mutual fund family that offers different classes of shares in
separate investment portfolios. The investment portfolios have individual
investment goals and strategies. This Prospectus gives you important information
about the Institutional Class Shares of the Emerging Growth and Small Cap Equity
Funds (each a "Fund" and together the "Funds") 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 risk and return. For more detailed information
about the Funds, please see:

__     Turner Emerging Growth Fund

__     Turner Small Cap Equity Fund

__     Investments and Portfolio Management

__     Purchasing, Selling and Exchanging Turner Funds

__     Dividends, Distributions and Taxes

__     Financial Highlights

To obtain more information about Turner Funds, please refer to the back cover of
this Prospectus.



                                  INTRODUCTION

RISK/RETURN INFORMATION

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

Each Fund has its own investment goal and strategies for reaching that goal.
Turner Investment Management LLC ("TIM") serves as the investment adviser for
the Small Cap Equity Fund, and Turner Investment Partners, Inc. ("Turner")
serves as the investment adviser for the Emerging Growth Fund. TIM and Turner
(each an "Adviser" and together, the "Advisers") invest Fund assets in a way
that they believe will help the Funds achieve their objectives. Still, investing
in the Funds involves risk and there is no guarantee that a Fund will achieve
its goal. The Advisers' 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 an Adviser does, you could lose money on your
investment in the Funds. A Fund share is not a bank deposit and it is not
insured or guaranteed by the FDIC or any other government agency.

The value of your investment in a Fund is based on the market prices of the
securities the Fund 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 Fund owns and the markets in which they trade. Some
Funds are more exposed to a single segment or sector of the economy than others
and the amount of exposure that a given Fund has to a specific segment or sector
may have a large impact on its performance. The effect on a Fund's share price
of a change in the value of a single security will depend on how widely the Fund
diversifies its holdings across issuers, industries or sectors.

Equity Risk

Since they purchase equity securities, including common stocks, the Funds are
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
a Fund's securities may fluctuate drastically from day to day. Individual
companies may report poor results or be negatively affected by industry and/or
economic trends and developments, and the prices of these companies' securities
may decline in response. These factors contribute to price volatility, which is
the principal risk of investing in a Fund. In addition, common stocks represent
a share of ownership in a company, and rank after bonds and preferred stock in
their claim on the company's assets in the event of liquidation.







TURNER EMERGING GROWTH FUND (CLOSED TO NEW INVESTORS)*

FUND SUMMARY

TICKER SYMBOL -           - INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
CUSIP -                   - INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
FUND NUMBER -             - INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
INVESTMENT OBJECTIVE -    - SEEKS CAPITAL APPRECIATION
--------------------------------------------------------------------------------
INVESTMENT FOCUS -- U.S. SMALL CAP COMMON STOCKS
--------------------------------------------------------------------------------
SHARE PRICE VOLATILITY -- VERY HIGH
--------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY - ATTEMPTS TO IDENTIFY SMALL AND VERY SMALL
   CAPITALIZATION COMPANIES WITH STRONG EARNING GROWTH POTENTIAL
--------------------------------------------------------------------------------
INVESTOR PROFILE -- INVESTORS SEEKING LONG-TERM GROWTH OF CAPITAL WHO CAN
   WITHSTAND THE SHARE PRICE VOLATILITY OF GROWTH-ORIENTED EQUITY INVESTING WITH
   A FOCUS ON SMALL AND VERY SMALL CAPITALIZATION COMPANIES
--------------------------------------------------------------------------------

PRINCIPAL STRATEGY
The Turner Emerging Growth Fund's principal investment strategy is to invest
primarily in common stocks and other equity securities of U.S. companies with
small and very small market capitalizations that Turner believes have strong
earnings growth potential. This is a non-fundamental investment policy that can
be changed by the Fund upon 60 days' prior notice to shareholders. Small cap and
very small cap companies are defined for this purpose as companies with market
capitalizations in the range of those companies included in the bottom half of
the Russell 2000 Growth Index (the "2000 Growth Index"). These securities may be
traded over the counter or listed on an exchange. It is not expected that the
Fund will own a substantial amount of securities that pay dividends.

The Fund invests in securities of companies that are diversified across economic
sectors and will attempt to maintain sector concentrations that approximate
those of the 2000 Growth Index. Portfolio exposure is generally limited to 5% of
assets in any single issuer, subject to exceptions for the most heavily weighted
securities in the 2000 Growth Index.

Turner pursues a bottom-up strategy that blends quantitative and qualitative
analysis to find growth companies with superior earnings prospects, reasonable
valuations, and favorable trading-volume and price patterns. A stock becomes a
sell candidate if Turner detects deterioration in the company's earnings growth
potential. Turner may also trim positions to adhere to capitalization or
capacity constraints, to maintain sector neutrality or to adjust stock position
size relative to the target index.

PRINCIPAL RISKS
Since it purchases equity securities, including common stocks, the Fund 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 Fund's equity securities may fluctuate drastically from day to day.
Individual companies may report poor results or be negatively affected by


------------
*    Existing shareholders of Investor Class Shares of the Fund that are
     eligible to hold Institutional Class Shares may exchange their Investor
     Class Shares for Institutional Class Shares.

                                      - 2 -


industry and/or economic trends and developments. The prices of these companies'
securities may decline in response. These factors contribute to price
volatility, which is the principal risk of investing in the Fund. In addition,
common stocks represent a share of ownership in a company, and rank after bonds
and preferred stock in their claim on the company's assets in the event of
liquidation.

The Fund is also subject to taxable income and realized capital gains.
Shareholder redemptions may force the Fund to sell securities at an
inappropriate time, also resulting in realized gains.

The smaller capitalization companies the Fund 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 stock prices may be more volatile than those of larger
companies.

The Fund is subject to the risk that small capitalization growth stocks may
underperform other segments of the equity market, or the equity markets as a
whole. The Fund invests in companies that Turner believes have strong earnings
growth potential. Turner's investment approach may be out of favor at times,
causing the Fund to underperform funds that also seek capital appreciation but
use different approaches to the stock selection and portfolio construction
process.

The Fund has participated in the past, and may participate in the future, in
IPOs. Some successful IPOs have had in the past, and may in the future have, a
significant impact on the Fund's performance, especially if the Fund has lower
asset levels. There is no guarantee that there will be successful IPOs, or that
the Fund will have access to successful IPOs. In addition, as Fund assets grow,
the positive impact of successful IPOs on Fund performance tends to decrease.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
liabilities. The Fund's portfolio turnover rates are described in the Financial
Highlights.

PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate some indication of the
risks and volatility of an investment in the Fund. Of course, the Fund's past
performance, before and after taxes, does not necessarily indicate how the Fund
will perform in the future.




                                      - 3 -



This bar chart shows changes in the performance of the Fund's Investor Class
Shares (formerly Class I Shares) from year to year since the Fund's
inception.(1) No performance information is presented for Institutional Class
Shares of the Fund because they were not offered by the Fund prior to the date
of this Prospectus.

                                    [BAR CHART]

                                    1999       144.39%
                                    2000       19.35%
                                    2001       18.60%
                                    2002       (20.04)%
                                    2003       49.26%
                                    2004       23.19%
                                    2005       10.86%
                                    2006       14.65%
                                    2007       17.34%

                                    2008       [___]%

1    THE PERFORMANCE INFORMATION SHOWN ABOVE IS BASED ON A CALENDAR YEAR. THE
     FUND COMMENCED OPERATIONS ON FEBRUARY 27, 1998.

                           BEST QUARTER                      WORST QUARTER
                              60.84%                            (20.26)%
                            (12/31/99)                         (09/30/02)

This table compares the Fund's average annual total returns for the periods
ended December 31, 2008 to those of the Russell 2000 Growth Index. After-tax
returns are calculated using the highest individual federal income tax rate and
do not reflect the impact of state and local taxes. Your after-tax returns may
differ from those shown. The returns shown are for Investor Class Shares only
and will vary for Institutional Class Shares. The after-tax returns do not apply
to shares held in an IRA, 401(k) or other tax-deferred account.

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 2008)




                                                            1 YEAR               5 YEARS                10 YEARS
                                                                                                 
Turner Emerging Growth Fund - Investor Class Shares
   Before taxes on distributions                              [___]%                [___]%                [___]%
   After taxes on distributions                               [___]%                [___]%                [___]%
   After taxes on distributions
     and sale of shares                                       [___]%                [___]%                [___]%
Russell 2000 Growth Index1                                    [___]%                [___]%                [___]%2


1    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 THE
     2,000 SMALLEST U.S. COMPANIES OUT OF THE 3,000 LARGEST U.S. COMPANIES WITH
     HIGHER GROWTH RATES AND PRICE-TO-BOOK RATIOS.

2    THE CALCULATION DATE FOR THE INDEX IS FEBRUARY 28, 1998.

                                      - 4 -



WHAT IS AN INDEX?
An index measures the market price of a specific group of securities in a
particular market of securities in a market sector. You cannot invest directly
in an index. An index does not have an investment adviser and does not pay any
commissions, expenses or taxes. If an index had expenses, its performance would
be lower.

FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

                                                             INSTITUTIONAL CLASS
                                                                   SHARES
Investment Advisory Fees                                            1.00%
Distribution (12b-1) Fees                                           None
Total Other Expenses                                              [_____]%(1)
Acquired Fund Fees and Expenses                                   [_____]%(2)
TOTAL ANNUAL FUND OPERATING EXPENSES                               [_____]%
         Fee Waivers and Expense Reimbursements                   [_____]%(3)

NET TOTAL OPERATING EXPENSES                                        1.15%

1     "TOTAL OTHER EXPENSES" ARE BASED UPON THE PRIOR FISCAL YEAR OF THE FUND
      AND HAVE BEEN RESTATED TO REFLECT THE EXPENSES OF INSTITUTIONAL CLASS
      SHARES.

2     INCLUDES THE EXPENSES OF ACQUIRED FUNDS IN WHICH THE FUND INVESTS (E.G.,
      AVAILABLE CASH THAT IS TEMPORARILY INVESTED IN MONEY MARKET FUNDS). THE
      OPERATING EXPENSES IN THIS FEE TABLE WILL NOT CORRELATE TO THE EXPENSE
      RATIO IN THE FUND'S FINANCIAL STATEMENTS (OR THE FINANCIAL HIGHLIGHTS IN
      THIS PROSPECTUS) BECAUSE THE FINANCIAL STATEMENTS INCLUDE ONLY THE DIRECT
      OPERATING EXPENSES INCURRED BY THE FUND, NOT THE INDIRECT COSTS OF
      INVESTING IN ACQUIRED FUNDS.

3     TURNER HAS CONTRACTUALLY AGREED TO WAIVE FEES AND REIMBURSE FUND EXPENSES
      TO KEEP THE FUND'S "NET TOTAL OPERATING EXPENSES" OF THE INSTITUTIONAL
      CLASS SHARES FROM EXCEEDING 1.15% THROUGH [______, 2010]. TURNER MAY
      DISCONTINUE THIS ARRANGEMENT AT ANY TIME AFTER [______, 2010].

EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The Example also assumes that each year
your investment has a 5% return, Fund operating expenses are as stated under
"Total Annual Fund Operating Expenses" and you reinvest all dividends and
distributions. Although your actual costs may be higher or lower, using these
assumptions, your approximate cost of investing $10,000 in the Fund would be:


                                      1 YEAR     3 YEARS    5 YEARS     10 YEARS
Turner Emerging Growth Fund -
Institutional Class Shares            $[____]    $[____]    $[____]      $[___]




                                      - 5 -



TURNER SMALL CAP EQUITY FUND

FUND SUMMARY

TICKER SYMBOL -      - INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
CUSIP --             - INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
FUND NUMBER -        - INSTITUTIONAL CLASS
--------------------------------------------------------------------------------
INVESTMENT OBJECTIVE -- SEEKS LONG-TERM CAPITAL GROWTH
--------------------------------------------------------------------------------
INVESTMENT FOCUS-- COMMON STOCKS OF SMALL CAPITALIZATION COMPANIES
--------------------------------------------------------------------------------
SHARE PRICE VOLATILITY -- MEDIUM/HIGH
--------------------------------------------------------------------------------
PRINCIPAL INVESTMENT STRATEGY -- ATTEMPTS TO IDENTIFY SMALL COMPANIES THAT HAVE
THE POTENTIAL FOR LONG-TERM GROWTH
--------------------------------------------------------------------------------
INVESTOR PROFILE -- INVESTORS SEEKING LONG-TERM TOTAL RETURN WHO CAN WITHSTAND
THE SHARE PRICE VOLATILITY OF SMALL CAP EQUITY INVESTING
--------------------------------------------------------------------------------

PRINCIPAL STRATEGY
The Turner Small Cap Equity Fund invests primarily (at least 80% of its assets)
in equity securities of small capitalization companies that the adviser, TIM,
believes have the potential for long-term growth and that are attractively
priced. This is a non-fundamental investment policy that can be changed by the
Fund upon 60 days' prior notice to shareholders. Most of these companies are
based in the U.S., but some may be headquartered in or doing a substantial
portion of their business overseas. In pursuing its objective, the Fund may
invest in securities convertible into small cap equity securities and securities
issued by non-U.S. small cap companies. A small capitalization company is one
that has a market capitalization at the time of purchase that is within the
range of market capitalizations represented in the Russell 2000 Index.

The Fund invests in securities of companies operating in a broad range of
industries based primarily on a fundamental analysis of each company and due
consideration of such characteristics as price-cash flow, price-earnings and
price-book value ratios. TIM looks for companies with quality management teams
that can take advantage of unique product opportunities, with an emphasis on
companies that TIM believes can generate and sustain long-term growth. TIM
employs a quantitative approach to determine whether a company's share price
reflects its perceived value.

PRINCIPAL RISKS
Since it purchases equity securities, including common stocks, the Fund 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 Fund's equity securities may fluctuate drastically 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
Fund. In addition, common stocks represent a share of ownership in a company,
and rank after bonds and preferred stock in their claim on the company's assets
in the event of liquidation.

The Fund is also subject to taxable income and realized capital gains.
Shareholder redemptions may force the Fund to sell securities at an
inappropriate time, also resulting in realized gains.

                                      - 6 -



The smaller capitalization companies the Fund 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.
Small cap stocks may be very volatile and the price movements of the Fund's
shares may reflect that volatility. Such volatility may make selling a large
quantity of shares of one issuer more difficult.

Investing in issuers headquartered or otherwise located 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
the Fund's investments.

The Fund may participate in IPOs. Some successful IPOs may have a significant
impact on the Fund's performance, especially if the Fund has lower asset levels.
There is no guarantee that there will be successful IPOs, or that the Fund will
have access to successful IPOs. In addition, as Fund assets grow, the positive
impact of successful IPOs on Fund performance tends to decrease.

The Fund may buy and sell securities frequently as part of its investment
strategy. This may result in higher transaction costs and additional tax
consequences. The Fund's portfolio turnover rates are described in the Financial
Highlights.

PERFORMANCE INFORMATION
The bar chart and the performance table below illustrate some indication of the
risks and volatility of an investment in the Fund. Of course, the Fund's past
performance, before and after taxes, does not necessarily indicate how the Fund
will perform in the future.




                                      - 7 -



This bar chart shows changes in the performance of the Fund's Investor Class
Shares (formerly Class II Shares) from year to year since the Fund's inception.1
No performance information is presented for Institutional Class Shares of the
Fund because they were not offered by the Fund prior to the date of this
Prospectus.


                               [BAR CHART]

                               2003        49.47%
                               2004        15.11%
                               2005         5.77%
                               2006        11.74%
                               2007         0.38%

                               2008       [____]%

1    THE ABOVE INFORMATION IS BASED ON A CALENDAR YEAR. THE FUND COMMENCED
     OPERATIONS ON MARCH 4, 2002.

                  BEST QUARTER                     WORST QUARTER
                      18.81%                           (5.76)%
                    (06/30/03)                       (06/30/06)

This table compares the Fund's average annual total returns for the periods
ended December 31, 2008 to those of the Russell 2000 Index. After-tax returns
are calculated using the highest individual federal income tax rate and do not
reflect the impact of state and local taxes. Your after-tax returns may differ
from those shown. The returns shown are for Investor Class Shares only and will
vary for Institutional Class Shares. The after-tax returns do not apply to
shares held in an IRA, 401(k) or other tax-deferred account.

AVERAGE ANNUAL TOTAL RETURNS (FOR THE PERIODS ENDED DECEMBER 31, 2008)


                                                                                                   SINCE INCEPTION
                                                            1 YEAR              5 YEARS              (03/04/02)
                                                                                                
Turner Small Cap Equity Fund -
   Investor Class Shares
   Before taxes on distributions                             [___]%                [___]%                 [___]%
   After taxes on distributions                              [___]%                [___]%                 [___]%
   After taxes on distributions
     and sale of shares                                      [___]%                [___]%                 [___]%
Russell 2000 Index(1)                                        [___]%                [___]%                 [___]%(2)


1    THE RUSSELL 2000 INDEX IS A WIDELY-RECOGNIZED, MARKET VALUE-WEIGHTED
     (HIGHER MARKET VALUE STOCKS HAVE MORE INFLUENCE THAN LOWER MARKET VALUE
     STOCKS) INDEX OF 2000 STOCKS THAT REFLECTS THE PERFORMANCE OF THE SMALLEST
     2,000 COMPANIES IN THE RUSSELL 3000 INDEX. THE RUSSELL 3000 INDEX IS
     DESIGNED TO DEPICT THE OVERALL EQUITY MARKET'S PERFORMANCE.

2    THE CALCULATION DATE FOR THE INDEX IS MARCH 31, 2002.

WHAT IS AN INDEX?
An index measures the market price of a specific group of securities in a
particular market sector. You cannot invest directly in an index. An index does
not have an investment adviser and does not pay any commissions, expenses or
taxes. If an index had expenses, its performance would be lower.

                                      - 8 -



FUND FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
Fund shares.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

                                                      INSTITUTIONAL CLASS SHARES

Redemption Fee                                                   2.00%(1)
ANNUAL FUND OPERATING EXPENSES (EXPENSES DEDUCTED FROM FUND ASSETS)

                                                      INSTITUTIONAL CLASS SHARES
Investment Advisory Fees                                        0.95%
Distribution (12b-1) Fees                                       None
Total Other Expenses                                           [___]%(2)
Acquired Fund Fees and Expenses                                [___]%(3)
TOTAL ANNUAL FUND OPERATING EXPENSES                           [___]%
         Fee Waivers and Expense Reimbursements                [___]%(4)

NET TOTAL OPERATING EXPENSES                                    1.20%

------------
1    APPLIES ONLY TO REDEMPTIONS WITHIN 90 DAYS OF PURCHASE. AT THIS TIME,
     PURCHASES OF INSTITUTIONAL CLASS SHARES OF THE FUND WILL NOT BE SUBJECT TO
     THE REDEMPTION FEE DESCRIBED ABOVE. THE FUND WILL NOTIFY ALL EXISTING
     SHAREHOLDERS IF AND WHEN IT DECIDES TO IMPLEMENT THE FEE.
2    "TOTAL OTHER EXPENSES" ARE BASED UPON THE PRIOR FISCAL YEAR OF THE FUND AND
     HAVE BEEN RESTATED TO REFLECT THE EXPENSES OF INSTITUTIONAL CLASS SHARES.

3    INCLUDES THE EXPENSES OF ACQUIRED FUNDS IN WHICH THE FUND INVESTS (E.G.,
     AVAILABLE CASH THAT IS TEMPORARILY INVESTED IN MONEY MARKET FUNDS). THE
     OPERATING EXPENSES IN THIS FEE TABLE WILL NOT CORRELATE TO THE EXPENSE
     RATIO IN THE FUND'S FINANCIAL STATEMENTS (OR THE FINANCIAL HIGHLIGHTS IN
     THIS PROSPECTUS) BECAUSE THE FINANCIAL STATEMENTS INCLUDE ONLY THE DIRECT
     OPERATING EXPENSES INCURRED BY THE FUND, NOT THE INDIRECT COSTS OF
     INVESTING IN ACQUIRED FUNDS.

4    TIM HAS CONTRACTUALLY AGREED TO WAIVE FEES AND REIMBURSE FUND EXPENSES TO
     KEEP THE FUND'S "NET TOTAL OPERATING EXPENSES" OF THE INSTITUTIONAL CLASS
     SHARES FROM EXCEEDING 1.20% THROUGH [_________], 2010. TIM MAY DISCONTINUE
     THIS ARRANGEMENT AT ANY TIME AFTER [_________], 2010.



                                      - 9 -



EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated. The Example also
assumes that each year your investment has a 5% return, Fund operating expenses
are as stated under "Total Annual Fund Operating Expenses" and you reinvest all
dividends and distributions. Although your actual costs may be higher or lower,
using these assumptions, your approximate costs of investing $10,000 in the Fund
would be:


                                       1 YEAR    3 YEARS    5 YEARS    10 YEARS
Turner Small Cap Equity Fund -
Institutional Class Shares             $[___]     $[___]     $[___]     $[___]








                                     - 10 -



INVESTMENTS AND PORTFOLIO MANAGEMENT

MORE INFORMATION ABOUT FUND INVESTMENTS

In addition to the investments and strategies described in this Prospectus, each
Fund 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 further described in our Statement of
Additional Information ("SAI").

The investments and strategies described throughout this Prospectus are those
that the Funds use under normal conditions. During unusual economic or market
conditions, or for temporary defensive or liquidity purposes, each Fund may
invest up to 100% of its assets in cash, repurchase agreements and short-term
obligations that would not ordinarily be consistent with the Funds' objectives.
A Fund will do so only if Turner or TIM believes that the risk of loss in using
the Fund's normal strategies and investments outweighs the opportunity for
gains.

In order to generate additional income, a Fund may lend its securities pursuant
to one or more securities lending agreements (each a "Lending Agreement").
Unless otherwise agreed, security loans made pursuant to a Lending Agreement are
required at all times to be continuously secured by collateral consisting of
cash or securities of the U.S. government or its agencies equal to at least 100%
of the market value of the loaned securities. The Funds receive an annual fee
for their participation in a Lending Agreement, and cash collateral received may
be invested pursuant to terms approved by the Trust's Board of Trustees.

A complete schedule of each Fund's portfolio holdings, current as of month-end,
will be available on the Funds' website at www.turnerinvestments.com within 15
business days after the end of each calendar month. This information will remain
available on the website at least until updated for the next month or until the
Funds file with the Securities and Exchange Commission their semi-annual/annual
shareholder report or quarterly portfolio holdings report that includes such
period. The Funds may terminate or modify this policy at any time without
further notice to shareholders. A description of the Funds' policies and
procedures with respect to the disclosure of the Funds' portfolio securities is
available in the SAI.

INVESTMENT ADVISERS

Turner, an SEC-registered adviser, serves as the Adviser to the Emerging Growth
Fund. As the Fund's Adviser, Turner makes investment decisions for the Fund and
continuously reviews, supervises and administers the Fund's investment program.
Turner and the Fund's Chief Compliance Officer also ensure compliance with the
Fund's investment policies and guidelines.

As of [_________], Turner and its subsidiaries had approximately $[__] billion
in assets under management. For its services during the most recent fiscal year,
Turner received investment advisory fees (after waivers and reimbursements) at
an annualized rate for the fiscal year ended September 30, 2008, based on the
average daily net assets of the Emerging Growth Fund, of [__]%.

                                     - 11 -



TIM, an SEC-registered adviser, serves as the Adviser to the Small Cap Equity
Fund. TIM has its offices in Hartford, CT and is an affiliate of Turner. TIM
makes investment decisions for the Fund and continuously reviews, supervises and
administers the Fund's investment program. TIM also ensures compliance with the
Fund's investment policies and guidelines.

For its services, TIM received investment advisory fees (after waivers and
reimbursements) at an annualized rate for the fiscal year ended September 30,
2008, based on the average daily net assets of the Small Cap Equity Fund, of
[__]%.

A discussion regarding the basis for the Board of Trustees' approval of the
investment advisory contracts for the Funds is available in the Funds'
semi-annual report for the period ended March 31, 2008.

Turner also serves as Administrator to all Turner Funds, for which it receives
an annual administration fee of 0.15% of all Turner Funds' aggregate average
daily net assets up to $2 billion and 0.12% of such assets in excess of $2
billion. Under a separate sub-administration agreement between Turner and SEI
Global Mutual Funds Services ("SEI"), SEI provides subadministrative services to
the Funds.

On March 22, 2002, the Securities and Exchange Commission granted an exemptive
order to the Turner Funds and Turner that permits Turner to use a "manager of
managers" approach in providing investment advisory services to the Turner
Funds. Pursuant to the terms of the order, Turner, subject to the supervision
and approval of the Funds' Board of Trustees, is permitted to hire, terminate
and replace investment sub-advisers or make material changes to investment
sub-advisory agreements without shareholder approval. When hiring a new
sub-adviser, Turner would, however, furnish shareholders with information that
is equivalent to what would be provided in a proxy statement requesting approval
of a new sub-adviser. The order also permits Turner and the Funds to disclose to
shareholders the aggregate sub-advisory fees paid to sub-advisers, without
disclosing the precise amount paid to each sub-adviser.

Turner is not currently using a multi-manager approach to managing the Funds. It
may employ such an approach when one of several situations arises. For example,
if Turner determines that it does not have the expertise in an investment style
or sector that it thinks a Fund should track, it may select a sub-adviser that
can fulfill this task. Also, if Turner or one of the Funds' sub-advisers reaches
"capacity" on assets managed within a Fund, Turner may select another
sub-adviser if the Fund needs to add capacity. Therefore, even where Turner does
implement the "manager of managers" approach, the Funds might not rely on the
approach at any given time.

When and if Turner determines to use the multi-manager approach, it will provide
detailed information about the sub-adviser to the Board and make recommendations
regarding the appropriate allocation of assets to each sub-adviser. The
sub-adviser, in turn, will make investment decisions for the assets allocated to
it and continuously review, supervise and administer the Fund's investment
programs. It is expected that the "manager of managers" approach, when used from
time to time by Turner and the Funds, will (i) reduce Fund expenses to the
extent that a manager of managers Fund will not have to prepare and solicit
proxies each time a sub-advisory agreement is entered into or modified; (ii)
promote efficient hiring and termination according to the judgment of the Board
and Turner; and (iii) relieve shareholders of the very responsibility that they
are paying Turner to assume, that is, the selection, termination and replacement
of sub-advisers. Shareholder approval will be obtained before the "manager of
managers" structure is used for a Fund.

                                     - 12 -



As investment adviser to the Funds, Turner has the ultimate responsibility over
any sub-adviser and is responsible for the investment performance of its Funds.

PORTFOLIO MANAGERS

The Emerging Growth Fund is managed by a team led by Frank Sustersic with
co-managers Bill McVail and Heather McMeekin. The Small Cap Equity Fund is
managed by Thomas DiBella and Steven Gold.

Thomas DiBella, CFA, CPA, Senior Portfolio Manager/Security Analyst, joined TIM
in March 2002 as one of its founding members. Mr. DiBella is co-manager of the
Midcap Equity and Small Cap Equity Fund. Prior to 2002, he was Vice President
and Portfolio Manager with Aeltus Investment Management. He has 27 years of
investment experience.

Steven L. Gold, CFA, Senior Portfolio Manager/Security Analyst, joined TIM in
2004. Mr. Gold is the lead manager of the Midcap Equity Fund and co-manager of
the Small Cap Equity Fund. Prior to 2004 he was a Portfolio Manager at Standish
Mellon Equity, and a Portfolio Manager at Aetna Life Insurance & Annuity
Company. He has 23 years of investment experience.

Heather F. McMeekin, Portfolio Manager/Security Analyst - Healthcare Sector,
joined Turner in March 2001. Ms. McMeekin is co-manager of the Large Cap Growth,
International Core Growth and Emerging Growth Fund. From February 1998 until
February 2001, she was an Associate Equity Research Analyst with UBS Painewebber
Warburg LLC. Previously, Ms. McMeekin was a Sales & Investment Associate with
Donaldson, Lufkin & Jenrette from 1995 to 1998. She has 15 years of investment
experience.

Bill McVail, CFA, Senior Portfolio Manager/Security Analyst, joined Turner in
1998. Mr. McVail is lead manager of the Small Cap Growth Fund and co-manager of
the Concentrated Growth Fund and the Emerging Growth Fund. Prior to 1998, he was
Portfolio Manager at PNC Equity Advisers. He has 22 years of investment
experience.

Frank L. Sustersic, CFA, Senior Portfolio Manager/Security Analyst, joined
Turner in 1994. Mr. Sustersic is lead manager of the Emerging Growth Fund. Prior
to 1994, he was an Investment Officer and Fund Manager with First Fidelity Bank
Corporation. He has 21 years of investment experience.

The SAI provides additional information about the portfolio managers'
compensation, other accounts managed by the portfolio managers, and the
portfolio managers' ownership of securities in the Funds.


                                     - 13 -


NO SALES CHARGES

There are no sales charges when you purchase Institutional Class Shares of the
Funds.

HOW TO BUY SHARES (see chart on page [__] for details)

o    By phone, mail, wire or online at www.turnerinvestments.com;
o    Through the Systematic Investment Plan; and
o    Through exchanges from another Turner Fund.

MINIMUM INITIAL INVESTMENTS

o    In general, each Fund's minimum initial investment is $250,000 for
     Institutional Class Shares;
o    The minimum initial investment for the Systematic Investment Plan is
     $100,000 for Institutional Class Shares; and
o    The minimum initial investment for Individual Retirement Accounts is
     $100,000 for Institutional Class Shares.

We reserve the right to waive the minimum initial investment requirement.

MINIMUM SUBSEQUENT INVESTMENTS

o    $5,000 for Institutional Class Shares by phone, mail, wire or online; and
o    $25,000 for Institutional Class Shares through the Systematic Investment
     Plan.

We reserve the right to waive the minimum subsequent investment requirement. We
may waive this minimum for persons investing in the Funds through a "wrap" or
managed account program, or through an employer-sponsored retirement plan.
Investors purchasing shares of a Fund through a wrap or managed account program
may incur expenses in addition to those charged by the Fund. Investors should
consult their program sponsor concerning such additional expenses.

SYSTEMATIC INVESTING

o    Our Systematic Investment Plan allows you to purchase shares automatically
     through regular deductions from your bank checking or savings account in
     order to reach the $250,000 minimum investment for Institutional Class
     Shares. Please contact us for information regarding participating banks.
o    You will need a minimum investment of $100,000 for Institutional Class
     Shares to open your account and scheduled investments of at least $25,000
     for Institutional Class Shares.
o    If you stop your scheduled investments before reaching the applicable
     minimum investment, we reserve the right to close your account. We will
     provide 60 days' written notice to give you time to add to your account,
     and avoid the sale of your shares.


SYSTEMATIC WITHDRAWAL PLAN

If you have at least $250,000 for Institutional Class Shares in your account,
you may use the Systematic Withdrawal Plan. Under the plan, you may arrange for
monthly, quarterly, semi-annual or annual automatic withdrawals of at least
$25,000 for Institutional Class Shares from the Funds. The proceeds of each
withdrawal will be mailed to you by check or, if you have a checking or savings
account with a bank, through electronic transfer to your account.

                                     - 14 -



MINIMUM ACCOUNT SIZE

o    In general, you must maintain a minimum account balance of $250,000 for
     Institutional Class Shares. If your account drops below $250,000 for
     Institutional Class Shares due to redemptions, you may be required to sell
     your shares.

o    You will receive at least 60 days' written notice to give you time to add
     to your account and avoid the sale of your shares.

CHOOSING INSTITUTIONAL CLASS AND INVESTOR CLASS SHARES
o    Institutional Class and Investor Class Shares have different expenses and
     other characteristics. Institutional Class Shares have lower annual
     expenses while Investor Class Shares have higher annual expenses. The
     performance of each of these share classes will differ due to differences
     in expenses.

o    Institutional Class Shares are for individual investors and for certain
     institutional investors investing for their own or their customers'
     accounts.
o    Investor Class Shares are for investments made through financial
     institutions or intermediaries.


WHEN CAN YOU PURCHASE, SELL OR EXCHANGE SHARES?
o    You may purchase, sell or exchange shares on any day that the New York
     Stock Exchange ("NYSE") is open for business. We define this as a "Business
     Day."
o    You may purchase, sell or exchange shares by phone on any Business Day
     between 9:00 A.M. and 4:00 P.M.
o    In order to receive the current Business Day's net asset value (NAV) all
     trades (including trades requested over the phone) must be received by DST
     Systems, Inc., the Funds' transfer agent (the "Transfer Agent"), or a
     designated financial intermediary by 4:00 P.M. (Eastern time). Trades
     received after that time will be executed at the following Business Day's
     closing price.

HOW FUND PRICES ARE CALCULATED
o    The price per share (also referred to as the offering price) will be the
     NAV determined after the Funds' Transfer Agent or a designated financial
     intermediary receive your purchase order.
o    The Funds' NAV is calculated once each Business Day at the regularly
     scheduled close of normal trading on the NYSE (usually 4:00 P.M. Eastern
     time). Shares are not priced on days on which the NYSE is closed for
     trading.
o    In calculating the NAV, a Fund generally values its investment portfolio at
     market price. If market prices for a security are unavailable or the Funds
     believe that they are unreliable, the Funds' Fair Value Pricing Committee
     may determine, in good faith using methods approved by the Board of
     Trustees, the fair value of such security. A significant event may cause
     the market price for a security held by a Fund to become unavailable or
     unreliable. Such events include, but are not limited to: market disruptions
     or closings; governmental actions; corporate actions, such as
     reorganizations, mergers or buy-outs; corporate announcements on earnings;
     significant litigation; and regulatory developments. While the use of fair
     valuations may reduce stale pricing arbitrage opportunities, it involves
     the risk that the values used by the Funds to price their investments may
     be different from those used by other mutual funds to price the same
     investments.

                                     - 15 -



EXCHANGING SHARES
o    Institutional Class Shares of a Fund may be exchanged for Institutional
     Class Shares of another Fund and Investor Class Shares of a Fund may be
     exchanged for Investor Class Shares of another Fund, subject to any
     applicable limitations resulting from the closing of Funds to new
     investors.

o    Existing shareholders of Investor Class Shares of the Funds that are
     eligible to hold Institutional Class Shares may exchange their Investor
     Class Shares for Institutional Class Shares.

o    When you exchange shares, you are selling your shares and buying other Fund
     shares, which is a taxable event. Your sale price and purchase price will
     be based on the NAV next calculated after the Funds' Transfer Agent or a
     designated financial intermediary receives your exchange request.

PURCHASES, SALES AND EXCHANGES THROUGH FINANCIAL INSTITUTIONS

You may also purchase, sell or exchange shares through accounts with brokers and
other financial institutions that are authorized to place trades in Fund shares
for customers. If you invest through an authorized institution, you will have to
follow its procedures, which may differ from the procedures for investing
directly with us. For example, in order for your transaction to be processed on
the day that the order is placed, your financial institution may require you to
place your order at an earlier time in the day than would be required if you
were placing the order directly with the Funds. This allows the financial
institution time to process your order and transmit it to the Funds' Transfer
Agent so that your order may be completed.

Your broker or institution may charge a fee for its services, in addition to the
fees charged by the Funds. For more information about how to purchase, sell or
exchange Fund shares through your financial institution, you should contact your
financial institution directly.

LIMITATIONS ON PURCHASES, SALES AND EXCHANGES

o    The Funds' Transfer Agent will only accept purchase requests that are in
     good order ("Good Order"). Good Order requires that the purchaser provide a
     completed and signed account application, including the purchaser's social
     security number, tax identification number, and other identification
     required by law or regulation. We may require that you provide photo
     identification such as a driver's license or passport, and may telephone
     you to verify information you have provided. If you do not provide the
     required information, or if we are unable to verify your identity, the
     Funds and their Transfer Agent reserve the right to not open or to close
     your account or to take such other steps as we deem reasonable. Purchases
     may only be made in U.S. dollars drawn on U.S. banks. Cash, cashier's
     checks, traveler's checks, money orders, credit cards, credit card checks,
     or third-party checks (except for properly endorsed IRA rollover checks)
     will not be accepted. The Funds may reject or cancel any purchase orders,
     including exchanges, for any reason.
o    The Funds will normally send your sale proceeds to you within three
     Business Days after the Transfer Agent receives your redemption request,
     but it may take up to seven days. If you recently purchased your shares by
     check or through Automated Clearing House (ACH), redemption proceeds may
     not be available, or exchange requests may not be permitted, until your
     investment has cleared (which for checks may take up to 15 days from the
     date of purchase).

                                     - 16 -



o    As described more fully in the SAI, the Funds may suspend your right to
     sell your shares if the NYSE restricts trading, the SEC declares an
     emergency or for other reasons as permitted by the SEC.
o    Excessive, short-term trading in Fund shares and other abusive trading
     practices ("abusive trading") may disrupt portfolio management strategies,
     harm Fund performance, dilute the value of Fund shares and increase
     brokerage and administrative costs. The Board of Trustees has adopted
     policies in order to discourage abusive trading in the Funds. The policies,
     which apply to all accounts investing in the Funds, prohibit the Funds'
     service providers from knowingly: (i) opening accounts for the purpose of
     market timing the Funds; (ii) entering client trades for the purpose of
     market timing; (iii) processing exchanges or switches for the purpose of
     market timing; (iv) and assisting a shareholder in commingling multiple
     clients' funds in an omnibus account for the purpose of market timing. The
     policies also require the Funds' Advisers to maintain policies and
     procedures designed to detect and deter abusive trading. While these
     policies and procedures seek to discourage abusive trading in the Funds,
     neither the Funds nor the Advisers can guarantee that such policies and
     procedures will be successful in doing so.
o    The Funds reserve the right to reject any purchase order (including an
     exchange order) from any shareholder that the Funds, in their sole
     discretion, believe has a history of engaging in abusive trading or whose
     trading activity, in the Funds' judgment, has been or may be disruptive to
     the Funds. In making this determination, the Funds may consider trading
     done in multiple accounts under common ownership or control.
o    Shareholders are currently permitted to make up to 4 "roundtrip"
     transactions between Funds in any calendar year. A roundtrip transaction is
     a redemption or exchange of shares of a Fund followed by a purchase back
     into that same Fund. If a shareholder exceeds 4 roundtrip transactions per
     calendar year, or if the Funds determine, in their sole discretion, that a
     shareholder's exchange activity is short-term in nature or otherwise not in
     the best interest of the Funds, the Funds may bar the shareholder from
     making further exchanges or purchases. We may change or cancel our exchange
     policy at any time upon 60 days' notice.
o    The Funds may be unable to compel all financial intermediaries who offer
     Fund shares to apply the limitations set forth above to curtail frequent
     trading. The Funds reserve the right, in their sole discretion, to allow
     financial intermediaries to apply alternative abusive trading policies and
     trading restrictions reasonably designed to reduce incentives to engage in
     abusive trading.


                                     - 17 -



HOW TO OPEN AN ACCOUNT

BY TELEPHONE
Call 1-800-224-6312 (Option 3) between 9:00 A.M. and 4:00 P.M. (Eastern time).
You must authorize each type of transaction on your account application that
accompanies this Prospectus. If you call, the Funds representative may request
personal identification and record the call.

If you already have an account and you have authorized telephone transactions,
you may open an account in another Turner Fund. The registration on the accounts
must be identical.

BY INTERNET

You can open an account online only if you already have an existing Turner Funds
account. The registration on the account must be identical.

BY MAIL
Send the completed application that accompanies this Prospectus and a check
payable to the Turner Funds to:

         The Turner Funds
         c/o DST Systems Inc.
         P.O. Box 219805
         Kansas City, MO 4121-9805

By express or overnight mail to:

         The Turner Funds
         c/o DST Systems Inc.
         430 W. 7th Street
         Kansas City, MO 64105

Checks must be in U.S. dollars and drawn on U.S. banks. The Funds' Transfer
Agent will not accept third party checks, credit card checks, checks issued by
internet banks or cash.

BY WIRE
Please contact a Turner Funds representative at 1-800-224-6312 (Option 3) to let
us know that you intend to make your initial investment by wire. You will be
given a fax number to which you should send your completed account application.
You will receive a telephone call from our representatives with your new account
number. Wire funds to:

         United Missouri Bank of Kansas NA
         ABA #10-10-00695
         Account # 98-7060-116-8
         Further credit: [include name of Fund, shareholder name and your Turner
         Funds account number]

                                     - 18 -



AUTOMATIC TRANSACTIONS

You can open an account through our Systematic Investment Plan for $100,000 for
Institutional Class Shares. You must elect this option on your account
application. Please call a Turner Funds representative at 1-800-224-6312 for
assistance.

HOW TO ADD TO AN ACCOUNT

BY TELEPHONE
Current shareholders may purchase shares by telephone if they have previously
requested this privilege on the account application. Call 1-800-224-6312 (Option
3) and provide your account number to the Turner Funds representative. You must
then instruct your bank to wire the money. Please see the wire instructions
below.

BY INTERNET

You can make additional investments by going to our website at
www.turnerinvestments.com. Use your existing account number and tax ID number to
create a personal identification number (PIN). These investments will be made
via Automated Clearing House (ACH) and will be deducted from your bank account.
Your account will be credited with the additional shares on the trade date, but
the dollar amount will not post until it clears the banking system.

BY MAIL
Please send your check payable to the Turner Funds along with a signed letter
stating the name of the Fund and your account number, to the address listed
under "By Mail" in the How to Open an Account section above. Do not send
requests to buy, sell or exchange shares to the Funds' Adviser or Distributor.

BY WIRE
Please contact a Turner Funds representative at 1-800-224-6312 to let us know
that you intend to send money by wire. Wire funds to:

         United Missouri Bank of Kansas NA
         ABA #101000695
         Account # 9870601168
         Further credit: [include name of Fund, shareholder name and your Turner
         Funds account number]

AUTOMATIC TRANSACTIONS

Regularly scheduled investments ($25,000 for Institutional Class Shares) can be
deducted automatically from your bank checking or savings account. You can
arrange monthly, quarterly, semi-annual or annual automatic investments.



                                     - 19 -



HOW TO SELL SHARES

BY TELEPHONE
You may sell shares by calling 1-800-224-6312 (Option 3) provided that you have
previously requested this privilege on your account application. The Funds will
send money only to the address of record via check, ACH or by wire (your bank
may charge you a wire fee). The sale price of each share will be the next NAV
determined after the Funds' Transfer Agent or a designated financial
intermediary receives your request.

BY INTERNET
Existing shareholders can sell shares via our website at
www.turnerinvestments.com. The sale price of each share will be the next NAV
determined after the Funds' Transfer Agent receives your request. Redemptions
will be funded via check, ACH or wire to the instructions of record.

BY MAIL
Please send a letter with your name, Fund name, account number and the amount of
your request, to the address listed under "By Mail" in the How to Open an
Account section above. Do not send requests to buy, sell or exchange shares to
the Funds' Adviser or Distributor. All letters must be signed by the owners of
the account. The sale price of each share will be the next NAV determined after
the Funds' Transfer Agent receives your request. All proceeds will be mailed or
wired (depending on instructions given) to the address or instructions given to
us when the account was opened.

BY WIRE
Proceeds from the sale of shares from your account may be wired to your bank
account. Your bank may charge you a fee for this service. Please follow the
instructions for "How to Sell Shares" by telephone above.

AUTOMATIC TRANSACTIONS

If you have at least $250,000 for Institutional Class Shares in your account,
you may use the Systematic Withdrawal Plan. Under this Plan, you can arrange
monthly, quarterly, semi-annual or annual automatic withdrawals of at least
$25,000 for Institutional Class Shares from the Funds. The proceeds will be
mailed to you by check or electronically transferred to your bank checking or
savings account.

HOW TO EXCHANGE SHARES

BY TELEPHONE
You may exchange shares on any Business Day by calling the Funds at
1-800-224-6312, or by placing the order through your financial institution (if
applicable). If you recently purchased shares by check or through ACH, you may
not be able to exchange your shares until your investment has cleared (which may
take up to 15 days from the date of purchase).

BY INTERNET
Go to www.turnerinvestments.com.

                                     - 20 -



BY MAIL
You may exchange shares on any Business Day by writing to the Funds, or by
placing the order through your financial institution (if applicable). If you
recently purchased shares by check or through ACH, you may not be able to
exchange your shares until your investment has cleared (which may take up to 15
days from the date of purchase).

BY WIRE
Not applicable

AUTOMATIC TRANSACTIONS
Not applicable

OTHER POLICIES

FOREIGN INVESTORS

The Funds do not generally accept investments by non-U.S. persons (for these
purposes, the United States includes its territories and possessions). Non-U.S.
persons are not permitted to open new accounts with the Turner Funds. Please
contact the Funds' Investor Services Team, at 1-800-224-6312, for more
information.

CUSTOMER IDENTIFICATION AND VERIFICATION

To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify,
and record information that identifies each person who opens an account.

What this means to you: When you open an account, we will ask for your name,
address, date of birth, and other information that will allow us to identify
you. This information will be verified to ensure the identity of all persons
opening a mutual fund account.

The Funds are required by law to reject your new account application if you do
not provide the required identifying information.

In certain instances, the Funds are required to collect documents to fulfill its
legal obligation. Documents provided in connection with your application will be
used solely to establish and verify your identity, and the Funds shall have no
obligation with respect to the terms of any such document.

The Funds will attempt to collect any missing information required on the
application by contacting you or, if applicable, your broker. If the Funds are
unable to obtain this information within a timeframe established in its sole
discretion (e.g., 72 hours), which may change from time to time, your
application will be rejected.

Upon receipt of your application by the Funds' Transfer Agent or a designated
financial intermediary in Good Order (or upon receipt of all identifying
information required on the application), your investment will be accepted and
your order will be processed at the NAV per share next determined after receipt
of your application in Good Order.

                                     - 21 -



However, the Funds reserve the right to close your account at the then-current
day's NAV and remit proceeds to you via check if it is unable to verify your
identity. The Funds will attempt to verify your identity within a timeframe
established in its sole discretion (e.g., 96 hours), which may change from time
to time. The Funds further reserve the right to hold your proceeds until your
check for the purchase of Fund shares clears the bank, which may take up to 15
days from the date of purchase. In such an instance, you may be subject to a
gain or loss on Fund shares and will be subject to corresponding tax
implications.

ANTI-MONEY LAUNDERING PROGRAM

Customer identification and verification is part of the Funds' overall
obligation to deter money laundering under Federal law. The Funds have adopted
an Anti-Money Laundering Compliance Program designed to prevent the Funds from
being used for money laundering or the financing of terrorist activities. In
this regard, the Funds reserve the right to (i) refuse, cancel or rescind any
purchase or exchange order, (ii) freeze any account and/or suspend account
services or (iii) involuntarily redeem your account in cases of threatening
conduct or suspected fraudulent or illegal activity. These actions will be taken
when, in the sole discretion of Fund management, they are deemed to be in the
best interest of the Funds or in cases when the Funds are requested or compelled
to do so by governmental or law enforcement authority or by applicable law.

REDEMPTIONS IN-KIND
The Funds generally pay sale (redemption) proceeds in cash. However, under
unusual conditions that make the payment of cash unwise (and for the protection
of the Funds' remaining shareholders) the Funds might pay all or part of your
redemption proceeds in liquid securities with a market value equal to the
redemption price (redemption in kind). Although it is highly unlikely that your
shares would ever be redeemed in-kind, you would probably have to pay brokerage
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale, as with any redemption. In addition, you will be subject to
the risk that the value of the securities distributed to you may change until
you sell them.

REDEMPTION FEE

Sales or exchanges out of the Small Cap Equity Fund within 90 days of purchase
are not currently subject to a redemption fee, but may be in the future. The
Fund will provide notice to shareholders before it implements the redemption
fee. Any redemption fee will not be assessed against persons who hold their
shares through a single qualified retirement plan or other omnibus account
arrangement where the purchase and sale orders of a number of persons are
aggregated before being communicated to the Fund. Turner Funds reserves the
right nonetheless to impose the fee on these accounts when a pattern of trading
in an account emerges that is harmful to the Fund.

In calculating whether a sale of Fund shares (including an exchange) is subject
to a redemption fee, a shareholder's holdings will be viewed on a first in/first
out basis. This means that, in determining whether any fee is due, the
shareholder will be deemed to have sold the shares he or she acquired earliest.
The fee will be calculated based on the current price of the shares as of the
trade date of the sale or exchange. Dividends and capital gains are not subject
to the redemption fee.

                                     - 22 -



TELEPHONE/ONLINE TRANSACTIONS
Purchasing, selling and exchanging Fund shares over the telephone or via the
website is extremely convenient, but not without risk. Turner Funds has
established certain safeguards and procedures to confirm the identity of callers
and the authenticity of instructions. So long as these safeguards and procedures
are followed, Turner Funds generally will not be responsible for any losses or
costs incurred by following telephone or web instructions we reasonably believe
to be genuine. If you or your financial institution transacts business with
Turner Funds over the telephone or via our website, you will generally bear the
risk of any loss.

SIGNATURE GUARANTEES
A signature guarantee is a widely accepted way to protect shareholders by
verifying the signature in certain circumstances including:

o    Written requests for redemptions in excess of $50,000;
o    All written requests to wire redemption proceeds to a bank other than the
     bank previously designated on the account application; and
o    Redemption requests that provide that the proceeds should be sent to an
     address other than the address of record or to a person other than the
     registered shareholder(s) for the account.

Signature guarantees can be obtained from any of the following institutions: a
national or state bank, a trust company, a credit union, a federal savings and
loan association, or a broker-dealer that is a member of a national securities
exchange. A notarized signature from a notary public is not sufficient.

CLOSING FUNDS TO NEW INVESTORS
We believe that there are limits to the amount an investment adviser can
effectively invest in certain asset classes. Too many advisers try to manage
more money regardless of their capacity to find attractive investments. Turner
and the Funds will not do this. A Fund will be closed to new investors (with the
limited exceptions explained elsewhere in this Prospectus) once assets under
management reach certain specified levels. For the micro cap equity style (which
includes the assets of the Emerging Growth Fund), that level has been reached.
THE EMERGING GROWTH FUND WAS CLOSED TO NEW INVESTORS ON MARCH 7, 2000. For the
small cap equity style (which includes the assets of the Small Cap Equity Fund),
that level had been reached and the Small Cap Equity Fund was closed to new
investors on May 1, 2005. Effective March 1, 2008, however, the Small Cap Equity
Fund was reopened to new investors and existing shareholders. Turner and the
Funds may reopen investment styles should asset levels fall below capacity
limits. Existing shareholders of a Fund will be notified before it is closed to
new investors. Existing shareholders of Investor Class Shares of the Funds that
are eligible to hold Institutional Class Shares may exchange their Investor
Class Shares for Institutional Class Shares

If a Fund is closed to new investors, existing shareholders of that Fund and, at
the discretion of the closed Fund, third party plan administrators that have
existing agreements with Turner and/or either of the Funds, may: (i) make
investments in the closed Fund, (ii) reinvest dividends and capital gains
distributions in the closed Fund, and (iii) open additional accounts with the
Fund, provided the new accounts are registered in the same shareholder name or
have the same taxpayer identification or social security number assigned to
them. EXISTING SHAREHOLDERS OF THE EMERGING GROWTH FUND ARE NOT CURRENTLY
PERMITTED TO OPEN ADDITIONAL ACCOUNTS WITH THIS FUND.

                                     - 23 -



DISTRIBUTION OF FUND SHARES

SEI Investments Distribution Co. (the "Distributor"), a registered broker-dealer
that is a wholly-owned subsidiary of SEI Investments, serves as Distributor of
the Funds.



Turner, TIM, the Distributor and/or their affiliates are permitted to make
payments relating to distribution, servicing and sales support activities out of
their profits or other sources available to them (and not as an additional
charge to the Funds). Turner, TIM, the Distributor and/or their affiliates may
pay affiliated and unaffiliated service organizations compensation for the sale
and distribution of shares of the Funds or for other services to the Funds and
shareholders. These payments ("Additional Payments") would be in addition to
Fund payments described in this Prospectus and may be a fixed dollar amount, may
be based on the number of customer accounts maintained by the service
organization, or may be based on a percentage of the value of shares sold to, or
held by, customers of the service organization. The aggregate amount of
Additional Payments may be substantial. The Additional Payments include amounts
that are sometimes referred to as "revenue sharing" payments. In some
circumstances, these revenue sharing payments may create an incentive for a
service organization, its employees or associated persons to recommend or sell
shares of a Fund to you. Please contact your service organization for details
about Additional Payments it may receive. For more information on Additional
Payments, see the Statement of Additional Information. Turner and TIM do not
direct portfolio transactions to broker-dealers in exchange for sales of fund
shares or to receive preferential marketing treatment.

DIVIDENDS AND DISTRIBUTIONS

The Funds distribute their income annually as a dividend to shareholders.

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

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. To elect cash payment, you
must notify the Funds in writing prior to the date of the distribution. Your
election will be effective for dividends and distributions paid after we receive
your written notice. To cancel your election, simply send written notice to the
Fund.

TAXES

The following is a summary of certain U.S. tax considerations relevant under
current law, which may be subject to change in the future. Except where
otherwise indicated, the discussion relates to investors who are individual U.S.
citizens or residents. You should consult your tax adviser for further
information regarding federal, state, local and foreign tax consequences
relevant to your specific situation.

                                     - 24 -



DISTRIBUTIONS
Each Fund contemplates declaring as dividends each year all or substantially all
of its taxable income, including its net capital gain (the excess of net
long-term capital gain over net short-term capital loss). In general, the Funds'
distributions will be taxable to you for federal, state and local income tax
purposes. Distributions are taxable whether they are received in cash or
reinvested in Fund shares. For federal tax purposes, Fund distributions
attributable to short-term capital gains and net investment income are taxable
to you as ordinary income. Distributions attributable to the net capital gain of
a Fund generally are taxable to you as long-term capital gain. This is true no
matter how long you own your shares.

Under current provisions of the Internal Revenue Code (the "Code"), the maximum
long-term capital gain tax rate applicable to individuals, estates, and trusts
is 15%. Also, Fund distributions to noncorporate shareholders attributable to
dividends received by a Fund from U.S. and certain foreign corporations will
generally be taxed at the long-term capital gain rate of 15%, as long as certain
other requirements are met. The amount of a Fund's distributions that qualify
for this favorable tax treatment may be reduced as a result of the Fund's
securities lending activities, a high portfolio turnover rate or investments in
debt securities or "non-qualified" foreign corporations. For these lower rates
to apply to Fund distributions, the noncorporate shareholders must have owned
their Fund shares for at least 61 days during the 121-day period beginning 60
days before a Fund's ex-dividend date. (These lower rates are currently
scheduled to sunset after 2010.)

Although distributions are generally treated as taxable to you in the year they
are paid, distributions declared in October, November or December but paid in
January are taxable as if they were paid on December 31.

A percentage of the Funds' dividends paid to corporate shareholders may be
eligible for the corporate dividends-received deduction. This percentage may,
however, be reduced as a result of a Fund's securities lending activities, by a
high portfolio turnover rate or by investments in debt securities or foreign
corporations.



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

SALES AND EXCHANGES
You will recognize taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange of your shares for shares of another Fund, in
an amount equal to the difference between your tax basis in the shares and the
amount you receive for them. Generally, this gain or loss is long-term or
short-term depending on whether your holding period exceeds twelve months,
except that any loss realized on shares held for six months or less will be
treated as a long-term capital loss to the extent of any capital gain dividends
that were received on the shares. Additionally, any loss realized on a
disposition of shares of a Fund may be disallowed under "wash sale" rules to the
extent the shares disposed of are replaced with other shares of the same Fund
within a period of 61 days beginning 30 days before and ending 30 days after the

                                     - 25 -



shares are disposed of, such as pursuant to a dividend reinvestment in shares of
the Fund. If disallowed, the loss will be reflected in an upward adjustment to
the basis of the shares acquired.

IRAS AND OTHER TAX-QUALIFIED PLANS
The one major exception to the tax principles described above is that
distributions on, and sales, exchanges and redemptions of, shares held in an IRA
(or other tax-qualified plan) will not be currently taxable.

BACKUP WITHHOLDING
If you (a) have provided either an incorrect Social Security Number or Taxpayer
Identification Number or no number at all, (b) are subject to withholding by the
Internal Revenue Service for prior failure to properly include reportable
interest or dividends on your return, or (c) have failed to certify to Turner
Funds, when required to do so, that you are not subject to backup withholding or
are an "exempt recipient," then Turner Funds will be required in certain cases
to withhold and remit to the Internal Revenue Service 28% of the dividends and
distributions payable to you.

U.S. TAX TREATMENT OF FOREIGN SHAREHOLDERS

For nonresident aliens, foreign corporations and other foreign investors, Fund
distributions attributable to net long-term capital gains of a Fund will
generally be exempt from U.S. tax, but all other Fund distributions will
generally be subject to a 30% withholding tax. The withholding tax may, however,
be reduced (and, in some cases, eliminated) under an applicable tax treaty
between the United States and a shareholder's country of residence or
incorporation, provided that the shareholder furnishes the Fund with a properly
completed Form W-8BEN to establish entitlement for these treaty benefits.

Foreign shareholders will generally not be subject to U.S. tax on gains realized
on sale, exchange or redemption of shares in a Fund.

Different U.S. tax rules may apply to a foreign shareholder, however, if the
investment in the Fund is connected to a trade or business of the shareholder in
the United States or the investor is present in the United States for 183 days
or more in a year.

All foreign investors should consult their own tax advisors regarding the tax
consequences in their country of residence of an investment in a Fund.


STATE AND LOCAL TAXES
You may also be subject to state and local taxes on income from Fund shares.
State income taxes may not apply, however, to the portions of a Fund's
distributions, if any, that are attributable to interest on U.S. government
securities.

Your investment in the Funds could have additional tax consequences. You should
consult your tax professional for information regarding all tax consequences
applicable to your investments in the Fund. This short summary is not intended
as a substitute for careful tax planning.

More information is contained in the Statement of Additional Information.


                                     - 26 -



FINANCIAL HIGHLIGHTS

Institutional Class Shares of the Funds were not offered to investors prior to
the date of this Prospectus. The tables that follow present performance
information about the Investor Class Shares of the Funds. This information is
intended to help you understand each Fund's financial performance for the past
five years. Some of this information reflects financial information for a single
Fund share. The total returns in the table represent the rate that you would
have earned (or lost) on an investment in a Fund, assuming you reinvested all of
your dividends and distributions. The financial highlights for the fiscal years
ended September 30, 2008, 2007, 2006 and 2005 are derived from each Fund's
financial statements for the fiscal years ended September 30, 2008, 2007, 2006
and 2005, which have been audited by [_______], Independent Registered Public
Accountants whose report, along with each Fund's financial statements, appears
in the annual report that accompanies our SAI. You can obtain the Turner Funds'
annual report, which contains more performance information, at no charge by
calling 1-800-224-6312. The financial highlights for the fiscal year ended
September 30, 2004 are derived from each Fund's financial statements for the
fiscal year ended September 30, 2004, which have been audited by the Funds'
former independent auditors.

TURNER EMERGING GROWTH FUND - INVESTOR CLASS SHARES


--------------------------------------- ------------ ------------ ------------- ------------ ------------
FOR THE PERIOD ENDED SEPTEMBER 30:      2008         2007         2006          2005         2004
--------------------------------------- ------------ ------------ ------------- ------------ ------------
                                                                               
Net asset value, beginning of period    $[____]       $55.97        $56.46       $50.02       $41.38
--------------------------------------- ------------ ------------ ------------- ------------ ------------
INCOME FROM INVESTMENT OPERATIONS
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Net investment income (loss)        [____](1)     (0.30)(1)    (0.32)(1)     (0.46)(1)     (0.39)
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Realized and unrealized gains
    (losses) on investments             [____]         13.61          3.02        13.35        10.04
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Total from investment operations
                                        [____]         13.31          2.70        12.89         9.65
--------------------------------------- ------------ ------------ ------------- ------------ ------------
LESS DIVIDENDS AND DISTRIBUTIONS
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Dividends from net investment
    income                              [____]           --            --           --           --
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Distributions from capital gains    [____]         (5.22)        (3.19)       (6.45)       (1.01)
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Total dividends and distributions   [____]         (5.22)        (3.19)       (6.45)       (1.01)
--------------------------------------- ------------ ------------ ------------- ------------ ------------
Net asset value, end of period          $[____]       $64.06        $55.97       $56.46       $50.02
--------------------------------------- ------------ ------------ ------------- ------------ ------------
TOTAL RETURN                            [____]%        25.08%         4.95%       27.90%       23.54%
--------------------------------------- ------------ ------------ ------------- ------------ ------------

--------------------------------------- ------------ ------------ ------------- ------------ ------------
RATIOS/SUPPLEMENTAL DATA
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Net assets, end of period (000)     $[____]     $638,037      $565,227     $502,108     $366,692
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Ratio of net expenses to average
    net assets+                         [___]%          1.40%         1.40%        1.40%        1.40%
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Ratio of total expenses to
    average net assets                  [___]%          1.48%         1.44%        1.44%        1.42%
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Ratio of net investment loss to
    average net assets+                 [___]%        (0.50)%       (0.57)%      (0.90)%      (0.85)%
--------------------------------------- ------------ ------------ ------------- ------------ ------------
    Portfolio turnover rate++           [___]%         87.53%        77.87%       73.50%      122.45%
--------------------------------------- ------------ ------------ ------------- ------------ ------------


+    INCLUSIVE OF FEES PAID INDIRECTLY, WAIVERS AND/OR REIMBURSEMENTS.

++   EXCLUDES EFFECT OF IN-KIND TRANSFERS AND MERGERS, AS APPLICABLE.

(1)  BASED ON AVERAGE SHARES OUTSTANDING.

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.


                                     - 27 -





TURNER SMALL CAP EQUITY FUND - INVESTOR CLASS SHARES



----------------------------------------- ---------------- --------------- ------------- -------------- -------------
FOR THE PERIOD ENDED SEPTEMBER 30:        2008             2007            2006          2005           2004
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
                                                                                         
Net asset value, beginning of period      $[____]          $16.94          $16.06        $13.92         $12.27
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
INCOME FROM INVESTMENT OPERATIONS
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Net investment income (loss)          [____](1)        (0.12)(1)       (0.07)(1)     (0.11)(1)      (0.02)
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Realized and unrealized gains
    (losses)  on investments              [____]           1.79            0.95          2.25           2.95
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Total from investment operations      [____]           1.67            0.88          2.14           2.93
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
LESS DIVIDENDS AND DISTRIBUTIONS
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Dividends from net investment income  [____]           --              --            --             --
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Distributions from capital gains      [____]           (1.30)          --            --             (1.23)
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Tax return of capital                 [____]           --              --            --             (0.05)
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Total dividends and distributions     $[____]          (1.30)          --            --             (1.28)
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
Net asset value, end of period            [____]%          $17.31          $16.94        $16.06         $13.92
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
TOTAL RETURN                                               10.14%          5.48%              15.37%    24.75%


----------------------------------------- ---------------- --------------- ------------- -------------- -------------
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
RATIOS/SUPPLEMENTAL DATA                  $[____]
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Net assets, end of period (000)       [___]%           $65,292         $81,340       $67,713        $29,171
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Ratio of net expenses to average
    net assets+                           [___]%           1.36%           1.24%         1.43%          1.35%
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Ratio of total expenses to average
    net assets                            [___]%           1.59%           1.70%         1.67%          1.94%
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Ratio of net investment loss to       [___]%
    average net assets+                                    (0.70)%         (0.39)%       (0.71)%        (0.25)%
----------------------------------------- ---------------- --------------- ------------- -------------- -------------
    Portfolio turnover rate++             $[____]          156.55%         143.43%       170.22%        221.99%
----------------------------------------- ---------------- --------------- ------------- -------------- -------------


+    INCLUSIVE OF FEES PAID INDIRECTLY, WAIVERS AND/OR REIMBURSEMENTS.

++   EXCLUDES EFFECT OF IN-KIND TRANSFERS AND MERGERS, AS APPLICABLE.

(1)  BASED ON AVERAGE SHARES OUTSTANDING.

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.


                                     - 28 -



TURNER FUNDS

INVESTMENT ADVISERS
Turner Investment Partners, Inc.
1205 Westlakes Drive, Suite 100
Berwyn, PA 19312

Turner Investment Management LLC
100 Pearl Street, 11th Floor
Hartford, CT 06103

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

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI dated [_______________], includes information about the Funds. 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.

ANNUAL AND SEMI-ANNUAL REPORTS
These reports contain information about each Fund's holdings, investments
strategies, recent market conditions and trends, and their impact on Fund
performance. These reports also contain detailed financial information about the
Funds.

To obtain an SAI, Annual or Semi-Annual Report, without charge, upon request, or
to request other information about the Funds or to make shareholder inquiries:

BY TELEPHONE: Call 1-800-224-6312

BY MAIL:              Write to Turner Funds at:
                      P.O. Box 219805
                      Kansas City, MO 64121-9805

BY INTERNET:  www.turnerinvestments.com

FROM THE SEC:

You can also obtain the SAI or the Annual and Semi-Annual Reports, as well as
other information about Turner Funds, from the EDGAR Database on the SEC's
website (www.sec.gov). You may review and copy documents at the SEC Public
Reference Room in Washington, DC (for information on the operation of the Public
Reference Room, call 1-202-942-8090). You may request documents by mail from the
SEC, upon payment of a duplicating fee, by writing to:

         Securities and Exchange Commission
         Public Reference Section
         Washington, DC 20549-0102.

You may also obtain this information, upon payment of a duplicating fee, by
e-mailing the SEC at the following address: publicinfo@sec.gov.

Turner Funds' Investment Company Act registration number is 811-07527.



                                     - 29 -


                                  TURNER FUNDS
                           TURNER EMERGING GROWTH FUND
                          TURNER SMALL CAP EQUITY FUND

                           INSTITUTIONAL CLASS SHARES


                                [--------------]

                              INVESTMENT ADVISERS:
                        TURNER INVESTMENT PARTNERS, INC.

                             (EMERGING GROWTH FUND)

                        TURNER INVESTMENT MANAGEMENT LLC

                            (SMALL CAP EQUITY FUND)

This Statement of Additional Information is not a prospectus and relates only to
Institutional Class Shares of the Turner Emerging Growth Fund and the Turner
Small Cap Equity Fund (each a "Fund" and together the "Funds"). It is intended
to provide additional information regarding the activities and operations of the
Funds and should be read in conjunction with the Funds' Prospectus dated
[_________]. The Prospectus may be obtained without charge by calling
1-800-224-6312. The Financial Statements and the Report of Independent
Registered Public Accounting Firm thereon are incorporated by reference into
this Statement of Additional Information from the Annual Report of the Turner
Funds. The Annual Report may be obtained by calling the toll-free number above.
No other parts of the Annual Report are incorporated herein by reference.

THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND
MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THE STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES
AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.










THE TRUST ....................................................................

INVESTMENT OBJECTIVES ........................................................

INVESTMENT POLICIES ..........................................................

GENERAL INVESTMENT POLICIES ..................................................

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS ........................

DISCLOSURE OF PORTFOLIO HOLDINGS .............................................

INVESTMENT LIMITATIONS .......................................................

THE ADVISERS .................................................................

THE ADMINISTRATOR ............................................................

DISTRIBUTION .................................................................

TRUSTEES AND OFFICERS OF THE TRUST ...........................................

COMPUTATION OF YIELD AND TOTAL RETURN ........................................

PURCHASE AND REDEMPTION OF SHARES ............................................

DETERMINATION OF NET ASSET VALUE .............................................

TAXES ........................................................................

PORTFOLIO TRANSACTIONS .......................................................

VOTING .......................................................................

DESCRIPTION OF SHARES ........................................................

SHAREHOLDER LIABILITY ........................................................

LIMITATION OF TRUSTEES' LIABILITY ............................................

CODE OF ETHICS ...............................................................

PROXY VOTING .................................................................

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS ...................................

CUSTODIAN ....................................................................

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS ....................................

LEGAL COUNSEL ................................................................

FINANCIAL STATEMENTS .........................................................

APPENDIX A DESCRIPTION OF SECURITIES RATINGS .................................

APPENDIX B  PROXY VOTING POLICIES AND PROCEDURES .............................





THE TRUST

This Statement of Additional Information ("SAI") relates only to Institutional
Class Shares of the Turner Emerging Growth Fund (formerly the Turner Micro Cap
Growth Fund) ("Emerging Growth Fund") and the Turner Small Cap Equity Fund
("Small Cap Equity Fund").

Each Fund is a separate series of Turner Funds (the "Trust"), an open-end
management investment company established as a Massachusetts business trust
under an Agreement and Declaration of Trust dated January 26, 1996, as amended
on February 21, 1997 and August 17, 2001 (the "Declaration of Trust"), which
consists of both diversified and non-diversified funds. The Declaration of Trust
permits the Trust to offer separate series of units of beneficial interest (the
"shares") and separate classes of shares within each such separate series. Each
series is a separate mutual fund and each share of each portfolio represents an
equal proportionate interest in that series. Shareholders may purchase shares in
the Funds through two separate classes, Institutional Class and Investor Class.
Investor Class Shares are described in a separate prospectus and statement of
additional information. Except for differences between the share classes
pertaining to certain expenses, each share of each series represents an equal
proportionate interest in that series. Please see "Description of Shares" for
more information. The Trust also offers 11 other mutual funds, which are
described in separate prospectuses and statements of additional information.

Turner Investment Partners, Inc. ("Turner") serves as the investment adviser for
the Emerging Growth Fund. Turner Investment Management LLC ("TIM" and, together
with Turner, the "Advisers") serves as the investment adviser for the Small Cap
Equity Fund.

On January 29, 1999, the Emerging Growth Fund acquired all of the assets and
liabilities of the Alpha Select Turner Micro Cap Growth Fund. Historical
information presented for the Emerging Growth Fund includes that of the Alpha
Select Turner Micro Cap Growth Fund. Capitalized terms not defined herein are
defined in the Prospectus offering shares of the Funds.

INVESTMENT OBJECTIVES

TURNER EMERGING GROWTH FUND: The Emerging Growth Fund seeks capital
appreciation.

TURNER SMALL CAP EQUITY FUND: The Small Cap Equity Fund seeks long-term capital
growth.

There can be no assurance that a Fund will achieve its investment objective.


INVESTMENT POLICIES

TURNER EMERGING GROWTH FUND: The Emerging Growth Fund invests primarily (and,
under normal conditions, at least 80% of its assets) in a diversified portfolio
of common stocks of issuers with small and very small market capitalizations
that Turner believes to have strong earnings growth potential. Small cap and

                                        1


very small cap companies are defined for this purpose as companies with market
capitalizations at the time of purchase in the lower range of those market
capitalizations of companies included in the Russell 2000 Growth Index (the
"2000 Growth Index"). The Fund seeks to purchase securities that are well
diversified across economic sectors. The Fund may invest in warrants and rights
to purchase common stocks, and may invest up to 10% of its total assets in micro
cap stocks of foreign issuers and in ADRs.

TURNER SMALL CAP EQUITY FUND: The Small Cap Equity Fund invests substantially
all of its assets (at least 80% under normal market conditions) in equity
securities of small capitalization companies that the Adviser believes have the
potential for long-term growth and that are attractively priced. Most of these
companies are based in the U.S., but some may be headquartered in or doing a
substantial portion of their business overseas. In pursuing its objective, the
Fund may invest in securities convertible into small cap equity securities and
securities issued by non-U.S. small cap companies. A small capitalization
company is one that has a market capitalization at the time of purchase that is
within the range of market capitalizations represented in the Russell 2000
Index.

The Fund will invest in securities of companies operating in a broad range of
industries based primarily on a fundamental analysis of each company and due
consideration of such characteristics as price-cash flow, price-earnings and
price-book value ratios. TIM looks for companies with quality management teams
that can take advantage of unique product opportunities, with an emphasis on
companies that TIM believes can generate and sustain long-term growth. TIM
employs a quantitative approach to determine whether a company's share price
reflects its perceived value.



GENERAL INVESTMENT POLICIES

Each Fund may purchase securities on a when-issued basis and borrow money.

Each Fund may enter into futures and options transactions.

Each Fund may invest up to 15% of its net assets in illiquid securities.

Each Fund may purchase convertible securities.

Each Fund may enter into repurchase agreements.

Each Fund may purchase fixed income securities, including variable and floating
rate instruments and zero coupon securities.

Each Fund may purchase Rule 144A securities and other restricted securities.

Each Fund may purchase obligations of supranational entities.

                                       2


Each Fund may, for temporary defensive purposes, invest up to 100% of its total
assets in money market instruments (including U.S. government securities, bank
obligations, commercial paper rated in the highest rating category by a
nationally recognized statistical rating organization (a "NRSRO") and repurchase
agreements involving the foregoing securities), shares of money market
investment companies (to the extent permitted by applicable law and subject to
certain restrictions) and cash.

DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS

Each Fund may invest in each of the investments listed below, or engage in each
of the investment techniques listed below unless otherwise indicated.

AMERICAN DEPOSITARY RECEIPTS ("ADRS")

ADRs are securities, typically issued by a U.S. financial institution (a
"depositary"), that evidence ownership interests in a security or a pool of
securities issued by a foreign issuer and deposited with the depositary. ADRs
may be available through "sponsored" or "unsponsored" facilities. A sponsored
facility is established jointly by the issuer of the security underlying the
receipt and a depositary, whereas an unsponsored facility may be established by
a depositary without participation by the issuer of the underlying security.
Holders of unsponsored depositary receipts generally bear all the costs of the
unsponsored facility. The depositary of an unsponsored facility frequently is
under no obligation to distribute shareholder communications received from the
issuer of the deposited security or to pass through, to the holders of the
receipts, voting rights with respect to the deposited securities.

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

ASSET-BACKED SECURITIES

Asset-backed securities are secured by non-mortgage assets such as company
receivables, truck and auto loans, leases and credit card receivables. Such
securities are generally issued as pass-through certificates, which represent
undivided fractional ownership interests in the underlying pools of assets. Such
securities also may be debt instruments, which are also known as collateralized
obligations and are generally issued as the debt of a special purpose entity,
such as a trust, organized solely for the purpose of owning such assets and
issuing such debt.

BORROWING

The Funds may borrow money equal to 5% of their total assets for temporary
purposes to meet redemptions or to pay dividends. Borrowing may exaggerate
changes in the net asset value of a Fund's shares and in the return on the

                                       3



Fund's portfolio. Although the principal of any borrowing will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
The Funds may be required to liquidate portfolio securities at a time when it
would be disadvantageous to do so in order to make payments with respect to any
borrowing. The Funds may be required to earmark or segregate liquid assets in an
amount sufficient to meet their obligations in connection with such borrowings.
In an interest rate arbitrage transaction, a Fund borrows money at one interest
rate and lends the proceeds at another, higher interest rate. These transactions
involve a number of risks, including the risk that the borrower will fail or
otherwise become insolvent or that there will be a significant change in
prevailing interest rates.

CONVERTIBLE SECURITIES

Convertible securities are corporate securities that are exchangeable for a set
number of another security at a prestated price. Convertible securities
typically have characteristics of both fixed income and equity securities.
Because of the conversion feature, the market value of a convertible security
tends to move with the market value of the underlying stock. The value of a
convertible security is also affected by prevailing interest rates, the credit
quality of the issuer and any call provisions.



DERIVATIVES

Derivatives are securities that derive their value from other securities,
financial instruments or indices. The following are considered derivative
securities: options on futures, futures, options (e.g., puts and calls), swap
agreements, mortgage-backed securities (e.g., collateralized mortgage
obligations ("CMOs")), real estate mortgage investment conduits ("REMICs"),
interest-only ("IOs") and principal-only ("POs"), when issued securities and
forward commitments, floating and variable rate securities, convertible
securities, "stripped" U.S. Treasury securities (e.g., receipts and separately
traded registered interest and principal securities ("STRIPs")), privately
issued stripped securities (e.g., TGRs, TRs, and CATS).

EQUITY SECURITIES

Equity securities include common stocks, preferred stocks, warrants, rights to
acquire common or preferred stocks, and securities convertible into or
exchangeable for common stocks. Investments in equity securities in general are
subject to market risks that may cause their prices to fluctuate over time. 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 Fund invests will cause the net asset value of the
Fund to fluctuate. An investment in a Fund may be more suitable for long-term
investors who can bear the risk of short-term principal fluctuations.

FIXED INCOME SECURITIES

The market value of fixed income investments will change in response to interest
rate changes and other factors. During periods of falling interest rates, the
values of outstanding fixed income securities generally rise. Conversely, during
periods of rising interest rates, the values of such securities generally

                                       4



decline. 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. Changes by
an NRSRO in the rating of any fixed income security and in the ability of an
issuer to make payments of interest and principal also affect the value of these
investments. Changes in the value of these securities will not necessarily
affect cash income derived from these securities, but will affect the investing
Fund's net asset value.

Investment grade bonds include securities rated BBB by S&P or Baa by Moody's,
which may be regarded as having speculative characteristics as to repayment of
principal. If a security is downgraded, Turner or TIM will review the situation
and take appropriate action.

FOREIGN INVESTMENTS

Investments in foreign securities denominated in foreign currencies and/or
traded outside of the United States require consideration of certain risks
typically not associated with investing in U.S. securities or property. Such
risks include, among other things, trade balances and imbalances and related
economic policies, unfavorable currency exchange rate fluctuations, imposition
of exchange control regulation by the United States or foreign governments,
United States and foreign withholding taxes, limitations on the removal of funds
or other assets, policies of governments with respect to possible
nationalization of their industries, political difficulties, including
expropriation of assets, confiscatory taxation and economic or political
instability in foreign nations. There may be less publicly available information
about certain foreign companies than would be the case for comparable companies
in the United States and certain foreign companies may not be subject to
accounting, auditing and financial reporting standards and requirements
comparable to or as uniform as those of United States' companies. Securities
markets outside the United States, while growing in volume, have for the most
part substantially less volume than U.S. markets, and many securities traded on
these foreign markets are less liquid and their prices more volatile than
securities of comparable United States' companies. In addition, settlement of
trades in some non-U.S. markets is much slower and more subject to failure than
in U.S. markets. There also may be less extensive regulation of the securities
markets in particular countries than in the United States.

The Funds may invest in emerging market countries. Developing countries may
impose restrictions on a Fund's ability to repatriate investment income or
capital. Even if there is no outright restriction on repatriation of investment
income or capital, the mechanics of repatriation may affect certain aspects of
the operations of the Funds. For example, funds may be withdrawn from the
People's Republic of China only in U.S. or Hong Kong dollars and only at an
exchange rate established by the government once each week.

Some of the currencies in emerging markets have experienced devaluations
relative to the U.S. dollar, and major adjustments have been made periodically
in certain of such currencies. Certain developing countries face serious
exchange constraints.

                                       5



Governments of some developing countries exercise substantial influence over
many aspects of the private sector. In some countries, the government owns or
controls many companies, including the largest in the country. As such,
government actions in the future could have a significant effect on economic
conditions in developing countries in these regions, which could affect private
sector companies, the Funds and the value of their securities. Furthermore,
certain developing countries are among the largest debtors to commercial banks
and foreign governments. Trading in debt obligations issued or guaranteed by
such governments or their agencies and instrumentalities involves a high degree
of risk.

FORWARD FOREIGN CURRENCY CONTRACTS

The Funds may enter into forward foreign currency contracts to manage foreign
currency exposure and as a hedge against possible variations in foreign exchange
rates. The Funds may enter into forward foreign currency contracts to hedge a
specific security transaction or to hedge a portfolio position. These contracts
may be bought or sold to protect the Funds, to some degree, against possible
losses resulting from an adverse change in the relationship between foreign
currencies and the U.S. dollar. The Funds also may invest in foreign currency
futures and in options on currencies. Forward foreign currency contracts involve
an obligation to purchase or sell a specified currency at a future date at a
price set at the time of the contract. A Fund may enter into a contract to sell,
for a fixed amount of U.S. dollars or other appropriate currency, the amount of
foreign currency approximating the value of some or all of the Fund's securities
denominated in such foreign currency. Forward currency contracts do not
eliminate fluctuations in the values of portfolio securities but rather allow a
Fund to establish a rate of exchange for a future point in time. At the maturity
of a forward contract, the Fund may either sell a Fund security and make
delivery of the foreign currency, or it may retain the security and terminate
its contractual obligation to deliver the foreign currency by purchasing an
"offsetting" contract with the same currency trader, obligating the Fund to
purchase, on the same maturity date, the same amount of the foreign currency.
The Fund may realize a gain or loss from currency transactions.

When entering into a contract for the purchase or sale of a security in a
foreign currency, a Fund may enter into a forward foreign currency contract for
the amount of the purchase or sale price to protect against variations, between
the date the security is purchased or sold and the date on which payment is made
or received, in the value of the foreign currency relative to the U.S. dollar or
other foreign currency.

Also, when Turner or TIM anticipates that a particular foreign currency may
decline substantially relative to the U.S. dollar or other leading currencies,
in order to reduce risk, a Fund may enter into a forward contract to sell, for a
fixed amount, the amount of foreign currency approximating the value of its
securities denominated in such foreign currency. With respect to any such
forward foreign currency contract, it will not generally be possible to match
precisely the amount covered by that contract and the value of the securities
involved due to changes in the values of such securities resulting from market
movements between the date the forward contract is entered into and the date it
matures. In addition, while forward currency contracts may offer protection from
losses resulting from declines in value of a particular foreign currency, they
also limit potential gains which might result from increases in the value of
such currency. A Fund will also incur costs in connection with forward foreign
currency contracts and conversions of foreign currencies into U.S. dollars. A

                                       6


Fund will place assets in a segregated account to assure that its obligations
under forward foreign currency contracts are covered.



FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of a specific security at a specified future
time and at a specified price. An option on a futures contract gives the
purchaser the right, in exchange for a premium, to assume a position in a
futures contract at a specified exercise price during the term of the option. A
Fund may use futures contracts and related options for bona fide hedging
purposes, to offset changes in the value of securities held or expected to be
acquired or be disposed of, to minimize fluctuations in foreign currencies, or
to gain exposure to a particular market or instrument. A Fund will minimize the
risk that it will be unable to close out a futures contract by entering only
into futures contracts which are traded on national futures exchanges. In
addition, a Fund will sell only covered futures contracts and options on futures
contracts.

Stock and bond index futures are futures contracts for various stock and bond
indices that are traded on registered securities exchanges. Stock and bond index
futures contracts obligate the seller to deliver (and the purchaser to take) an
amount of cash equal to a specific dollar amount times the difference between
the value of a specific stock or bond index at the close of the last trading day
of the contract and the price at which the agreement is made.

Stock and bond index futures contracts are bilateral agreements pursuant to
which two parties agree to take or make delivery of an amount of cash equal to a
specified dollar amount times the difference between the stock or bond index
value at the close of trading of the contract and the price at which the futures
contract is originally struck. No physical delivery of the stocks or bonds
comprising the index is made; generally contracts are closed out prior to the
expiration date of the contracts.

No price is paid upon entering into futures contracts. Instead, a Fund would be
required to deposit an amount of cash or U.S. Treasury securities known as
"initial margin." Subsequent payments, called "variation margin," to and from
the broker, would be made on a daily basis as the value of the futures position
varies (a process known as "marking to market"). The margin is in the nature of
a performance bond or good-faith deposit on a futures contract.

There are risks associated with these activities, including the following: (1)
the success of a hedging strategy may depend on an ability to predict movements
in the prices of individual securities, fluctuations in markets and movements in
interest rates; (2) there may be an imperfect or no correlation between the
changes in market value of the securities held by the Fund and the prices of
futures and options on futures; (3) there may not be a liquid secondary market
for a futures contract or option; (4) trading restrictions or limitations may be
imposed by an exchange; and (5) government regulations may restrict trading in
futures contracts and futures options.

A Fund may enter into futures contracts and options on futures contracts traded
on an exchange regulated by the Commodities Futures Trading Commission ("CFTC").
The Trust has filed a notice of eligibility for exclusion from the definition of
the term "commodity pool operator" under the Commodity Exchange Act with the
CFTC and the National Futures Association, which regulate trading in the futures
markets and, therefore, is not subject to registration or regulation as a pool
operator under that Act with respect to the Fund.

                                       7


A Fund may buy and sell futures contracts and related options to manage its
exposure to changing interest rates and securities prices. Some strategies
reduce a Fund's exposure to price fluctuations, while others tend to increase
its market exposure. Futures and options on futures can be volatile instruments
and involve certain risks that could negatively impact a Fund's return. In order
to avoid leveraging and related risks, when a Fund purchases futures contracts,
it will collateralize its position by depositing an amount of cash or liquid
securities, equal to the market value of the futures positions held, less margin
deposits, in a segregated account with its custodian. Collateral equal to the
current market value of the futures position will be marked to market on a daily
basis.



ILLIQUID SECURITIES

Illiquid securities are securities that cannot be disposed of within seven
business days at approximately the price at which they are being carried on a
Fund's books. Illiquid securities include demand instruments with demand notice
periods exceeding seven days, securities for which there is no active secondary
market, and repurchase agreements with maturities of over seven days in length.
The Funds may invest in securities that are neither listed on a stock exchange
nor traded over the counter, including privately placed securities. Investing in
such unlisted emerging country equity securities, including investments in new
and early stage companies, may involve a high degree of business and financial
risk that can result in substantial losses. As a result of the absence of a
public trading market for these securities, they may be less liquid than
publicly traded securities. Although these securities may be resold in privately
negotiated transactions, the prices realized from these sales could be less than
those originally paid by the Fund, or less than what may be considered the fair
value of such securities. Further, companies whose securities are not publicly
traded may not be subject to the disclosure and other investor protection
requirements which might be applicable if their securities were publicly traded.
If such securities are required to be registered under the securities laws of
one or more jurisdictions before being resold, the Fund may be required to bear
the expenses of registration.

In addition, the Funds believe that carefully selected investments in joint
ventures, cooperatives, partnerships, private placements, unlisted securities
and other similar situations (collectively, "special situations") could enhance
the Funds' capital appreciation potential. To the extent these investments are
deemed illiquid, the Funds' investment in them will be consistent with their 15%
restriction on investment in illiquid securities. Investments in special
situations and certain other instruments may be liquid, as determined by the
Advisers based on criteria approved by the Board of Trustees.

                                       8


INITIAL PUBLIC OFFERINGS ("IPOS")

Due to the typically small size of the IPO allocation available to the Funds and
the nature and market capitalization of the companies involved in IPOs, Turner
and TIM will often purchase IPO shares that would qualify as a permissible
investment for a Fund but will, instead, decide to allocate those IPO purchases
to other funds advised by Turner or TIM. Because IPO shares frequently are
volatile in price, the Funds may hold IPO shares for a very short period of
time. This may increase the turnover of a Fund's portfolio and may lead to
increased expenses to a Fund, such as commissions and transaction costs. By
selling shares, a Fund may realize taxable capital gains that it will
subsequently distribute to shareholders.

Most IPOs involve a high degree of risk not normally associated with offerings
of more seasoned companies. Companies involved in IPOs generally have limited
operating histories, and their prospects for future profitability are uncertain.
These companies often are engaged in new and evolving businesses and are
particularly vulnerable to competition and to changes in technology, markets and
economic conditions. They may be dependent on certain key managers and third
parties, need more personnel and other resources to manage growth and require
significant additional capital. They may also be dependent on limited product
lines and uncertain property rights and need regulatory approvals. Investors in
IPOs can be affected by substantial dilution in the value of their shares, by
sales of additional shares and by concentration of control in existing
management and principal shareholders. Stock prices of IPOs can also be highly
unstable, due to the absence of a prior public market, the small number of
shares available for trading and limited investor information.

INVESTMENT COMPANY SHARES

Each Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. A Fund's purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, unless an exception is available, a Fund
generally is prohibited from acquiring the securities of another investment
company if, as a result of such acquisition: (1) the Fund owns more than 3% of
the total voting stock of the other company; (2) securities issued by any one
investment company represent more than 5% of the Fund's total assets; or (3)
securities (other than treasury stock) issued by all investment companies
represent more than 10% of the total assets of the Fund. See also "Investment
Limitations."

                                       9



LEVERAGING

Leveraging a Fund creates an opportunity for increased net income, but, at the
same time, creates special risk considerations. For example, leveraging may
exaggerate changes in the net asset value of a Fund's shares and in the yield on
the Fund's portfolio. Although the principal of such borrowings will be fixed, a
Fund's assets may change in value during the time the borrowing is outstanding.
Leveraging creates interest expenses for a Fund which could exceed the income
from the assets retained. To the extent the income derived from securities
purchased with borrowed funds exceeds the interest that a Fund will have to pay,
the Fund's net income will be greater than if leveraging were not used.
Conversely, if the income from the assets retained with borrowed funds is not
sufficient to cover the cost of leveraging, the net income of the Fund will be
less than if leveraging were not used, and therefore the amount available for
distribution to stockholders as dividends will be reduced. Because the
Securities and Exchange Commission (the "SEC") staff believes both reverse
repurchase agreements and dollar roll transactions are collateralized
borrowings, the SEC staff believes that they create leverage, which is a
speculative factor. The requirement that such transactions be fully
collateralized by assets segregated by the Funds' Custodian imposes a practical
limit on the leverage these transactions create.

LOWER RATED SECURITIES

The Funds may invest in lower rated bonds commonly referred to as "junk bonds"
or high yield/high risk securities. Lower-rated securities are defined as
securities rated below the fourth highest rating category by a NRSRO. Such
obligations are speculative and may be in default. There may be no bottom limit
on the ratings of high yield securities that may be purchased or held by a Fund.
Lower-rated or unrated (i.e., high-yield) securities are more likely to react to
developments affecting issuers than are more highly rated securities, which
primarily react to movements in the general level of interest rates. The market
values of fixed income securities tend to vary inversely with the level of
interest rates. Yields and market values of high yield securities will fluctuate
over time, reflecting not only changing interest rates but the market's
perception of credit quality and the outlook for economic growth. When economic
conditions appear to be deteriorating, medium to lower-rated securities may
decline in value due to heightened concern over credit quality, regardless of
prevailing interest rates.

Adverse economic developments can disrupt the market for high-yield securities,
and severely affect the ability of issuers, especially highly leveraged issuers,
to service their debt obligations or to repay their obligations upon maturity
which may lead to a higher incidence of default on such securities. In addition,
the secondary market for high-yield securities, which is concentrated in
relatively few market makers, may not be as liquid as the secondary market for
more highly rated securities. As a result, the Advisers could find it more
difficult to sell these securities or may be able to sell the securities only at
prices lower than if such securities were widely traded. Furthermore the Trust
may experience difficulty in valuing certain securities at certain times. Prices
realized upon the sale of such lower rated or unrated securities, under these
circumstances, may be less than the prices used in calculating each Fund's net
asset value.

                                       10



Lower-rated or unrated debt obligations also present risks based on payment
expectations. If an issuer calls the obligations for redemption, the Fund may
have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If the Fund experiences unexpected net
redemptions, it may be forced to sell its higher rated securities, resulting in
a decline in the overall credit quality of the Fund's investment portfolio and
increasing the exposure of the Fund to the risks of high-yield securities.

GROWTH OF HIGH YIELD, HIGH RISK BOND MARKET: The widespread expansion of
government, consumer and corporate debt within the U.S. economy has made the
corporate sector more vulnerable to economic downturns or increased interest
rates. Further, an economic downturn could severely disrupt the market for lower
rated bonds and adversely affect the value of outstanding bonds and the ability
of the issuers to repay principal and interest. The market for lower rated
securities may be less active, causing market price volatility and limited
liquidity in the secondary market. This may limit the Fund's ability to sell
such securities at their market value. In addition, the market for these
securities may be adversely affected by legislative and regulatory developments.
Credit quality in the junk bond market can change suddenly and unexpectedly, and
even recently issued credit ratings may not fully reflect the actual risks
imposed by a particular security.

SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES: Lower rated bonds are very
sensitive to adverse economic changes and corporate developments. During an
economic downturn or substantial period of rising interest rates, highly
leveraged issuers may experience financial stress that would adversely affect
their ability to service their principal and interest payment obligations, to
meet projected business goals, and to obtain additional financing. If the issuer
of a bond defaulted on its obligations to pay interest or principal or entered
into bankruptcy proceedings, a Fund may incur losses or expenses in seeking
recovery of amounts owed to it. In addition, periods of economic uncertainty and
change can be expected to result in increased volatility of market prices of
high yield, high risk bonds and a Fund's net asset value.

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

TAXES: A Fund may purchase debt securities (such as zero coupon or pay in kind
securities) that contain original issue discount. Original issue discount that
accrues in a taxable year is treated as earned by a Fund and therefore is
subject to the distribution requirements of the tax code even though the Fund
has not received any interest payments on such obligations during that period.
Because the original issue discount earned by the Fund in a taxable year may not
be represented by cash income, the Fund may have to dispose of other securities
and use the proceeds to make distributions to shareholders.

                                       11


MONEY MARKET INSTRUMENTS

Money market securities are high-quality, dollar-denominated, short-term debt
instruments. They consist of: (i) bankers' acceptances, certificates of
deposits, notes and time deposits of highly-rated U.S. banks and U.S. branches
of foreign banks; (ii) U.S. Treasury obligations and obligations issued or
guaranteed by the agencies and instrumentalities of the U.S. government; (iii)
high-quality commercial paper issued by U.S. and foreign corporations; (iv) debt
obligations with a maturity of one year or less issued by corporations with
outstanding high-quality commercial paper ratings; and (v) repurchase agreements
involving any of the foregoing obligations entered into with highly-rated banks
and broker-dealers.

MORTGAGE-BACKED SECURITIES

Mortgage-backed securities are instruments that entitle the holder to a share of
all interest and principal payments from mortgages underlying the security. The
mortgages backing these securities include conventional fifteen- and thirty-year
fixed rate mortgages, graduated payment mortgages, adjustable rate mortgages,
and balloon mortgages. During periods of declining interest rates, prepayment of
mortgages underlying mortgage-backed securities can be expected to accelerate.
Prepayment of mortgages that underlie securities purchased at a premium often
results in capital losses, while prepayment of mortgages purchased at a discount
often results in capital gains. Because of these unpredictable prepayment
characteristics, it is often not possible to predict accurately the average life
or realized yield of a particular issue.

GOVERNMENT PASS-THROUGH SECURITIES: These are securities that are issued or
guaranteed by a U.S. government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are the Government National Mortgage Association ("GNMA"), the
Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan
Mortgage Corporation ("FHLMC"). Fannie Mae and FHLMC obligations are not backed
by the full faith and credit of the U.S. government as GNMA certificates are,
but Fannie Mae and FHLMC securities are supported by the instrumentalities'
right to borrow from the U.S. Treasury. GNMA, Fannie Mae and FHLMC each
guarantee timely distributions of interest to certificate holders. GNMA and
Fannie Mae also each guarantee timely distributions of scheduled principal.

PRIVATE PASS-THROUGH SECURITIES: These are mortgage-backed securities issued by
a non-governmental entity, such as a trust. While they are generally structured
with one or more types of credit enhancement, private pass-through securities
typically lack a guarantee by an entity having the credit status of a
governmental agency or instrumentality.

CMOS: CMOs are debt obligations of multiclass pass-through certificates issued
by agencies or instrumentalities of the U.S. government or by private
originators or investors in mortgage loans. In a CMO, a series of bonds or
certificates are usually issued in multiple classes. Principal and interest paid
on the underlying mortgage assets may be allocated among the several classes of
a series of a CMO in a variety of ways. Each class of a CMO is issued with a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date.

                                       12


REMICS: A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code of 1986, as amended (the "Code"), and invests in certain
mortgages principally secured by interests in real property. Guaranteed REMIC
pass-through certificates ("REMIC Certificates") issued by Fannie Mae or FHLMC
represent beneficial ownership interests in a REMIC trust consisting principally
of mortgage loans or Fannie Mae, FHLMC or GNMA-guaranteed mortgage pass-through
certificates.

STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments, while the other class may receive all of the principal
payments. SMBs are extremely sensitive to changes in interest rates because of
the impact thereon of prepayment of principal on the underlying mortgage
securities. The market for SMBs is not as fully developed as other markets; SMBs
therefore may be illiquid.



OBLIGATIONS OF SUPRANATIONAL ENTITIES

Obligations of supranational entities are obligations of entities established
through the joint participation of several governments, such as the Asian
Development Bank, the Inter-American Development Bank, International Bank of
Reconstruction and Development (World Bank), African Development Bank, European
Economic Community, European Investment Bank and the Nordic Investment Bank.

OPTIONS

A put option gives the purchaser of the option the right to sell, and the writer
of the option the obligation to buy, the underlying security at any time during
the option period. A call option gives the purchaser of the option the right to
buy, and the writer of the option the obligation to sell, the underlying
security at any time during the option period. The premium paid to the writer is
the consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, a Fund may enter into a "closing
transaction," which is simply the sale (purchase) of an option contract on the
same security with the same exercise price and expiration date as the option
contract originally opened. If a Fund is unable to effect a closing purchase
transaction with respect to an option it has written, it will not be able to
sell the underlying security until the option expires or the Fund delivers the
security upon exercise.

A Fund may purchase put and call options to protect against a decline in the
market value of the securities in its portfolio or to anticipate an increase in
the market value of securities that the Fund may seek to purchase in the future.
A Fund will pay a premium when purchasing put and call options. If price
movements in the underlying securities are such that exercise of the options
would not be profitable for a Fund, loss of the premium paid may be offset by an
increase in the value of the Fund's securities or by a decrease in the cost of
acquisition of securities by the Fund.

                                       13


A Fund may write covered call options as a means of increasing the yield on its
portfolio and as a means of providing limited protection against decreases in
its market value. When a Fund sells an option, if the underlying securities do
not increase or decrease to a price level that would make the exercise of the
option profitable to the holder thereof, the option generally will expire
without being exercised and the Fund will realize as profit the premium received
for such option. When a call option written by a Fund is exercised, the Fund
will be required to sell the underlying securities to the option holder at the
strike price, and will not participate in any increase in the price of such
securities above the strike price. When a put option written by a Fund is
exercised, the Fund will be required to purchase the underlying securities at
the strike price, which may be in excess of the market value of such securities.

A Fund may purchase and write options on an exchange or over-the-counter.
Over-the-counter options ("OTC options") differ from exchange-traded options in
several respects. They are transacted directly with dealers and not with a
clearing corporation, and therefore entail the risk of non-performance by the
dealer. OTC options are available for a greater variety of securities and for a
wider range of expiration dates and exercise prices than are available for
exchange-traded options. Because OTC options are not traded on an exchange,
pricing is done normally by reference to information from a market maker. It is
the position of the SEC that OTC options are generally illiquid.

A Fund may purchase and write put and call options on foreign currencies (traded
on U.S. and foreign exchanges or over-the-counter markets) to manage its
exposure to exchange rates. Call options on foreign currency written by a Fund
will be "covered," which means that the Fund will own an equal amount of the
underlying foreign currency. With respect to put options on foreign currency
written by a Fund, the Fund will establish a segregated account with its
Custodian consisting of cash or liquid, high grade debt securities in an amount
equal to the amount the Fund would be required to pay upon exercise of the put.

A Fund may purchase and write put and call options on indices and enter into
related closing transactions. Put and call options on indices are similar to
options on securities except that options on an index give the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level
of the underlying index is greater than (or less than, in the case of puts) the
exercise price of the option. This amount of cash is equal to the difference
between the closing price of the index and the exercise price of the option,
expressed in dollars multiplied by a specified number. Thus, unlike options on
individual securities, all settlements are in cash, and gain or loss depends on
price movements in the particular market represented by the index generally,
rather than the price movements in individual securities. A Fund may choose to
terminate an option position by entering into a closing transaction. The ability
of a Fund to enter into closing transactions depends upon the existence of a
liquid secondary market for such transactions.

All options written on indices must be covered. When a Fund writes an option on
an index, it will establish a segregated account containing cash or liquid
securities with its Custodian in an amount at least equal to the market value of
the option and will maintain the account while the option is open or will
otherwise cover the transaction.

                                       14


Each Fund will not engage in transactions involving interest rate futures
contracts for speculation but only as a hedge against changes in the market
values of debt securities held or intended to be purchased by the Fund and where
the transactions are appropriate to reduce the Fund's interest rate risks. There
can be no assurance that hedging transactions will be successful. A Fund also
could be exposed to risks if it cannot close out its futures or options
positions because of any illiquid secondary market.

Futures and options have effective durations that, in general, are closely
related to the effective duration of the securities that underlie them. Holding
purchased futures or call option positions (backed by segregated cash or other
liquid securities) will lengthen the duration of a Fund's portfolio.

Risks associated with options transactions include: (1) the success of a hedging
strategy may depend on an ability to predict movements in the prices of
individual securities, fluctuations in markets and movements in interest rates;
(2) there may be an imperfect correlation between the movement in prices of
options and the securities underlying them; (3) there may not be a liquid
secondary market for options; and (4) while a Fund will receive a premium when
it writes covered call options, it may not participate fully in a rise in the
market value of the underlying security.



PORTFOLIO TURNOVER

An annual portfolio turnover rate in excess of 100% may result from the
Advisers' investment strategies. Portfolio turnover rates in excess of 100% may
result in higher transaction costs, including increased brokerage commissions,
and higher levels of taxable capital gain. Please refer to the table under the
section "Portfolio Transactions" for each Fund's portfolio turnover rate.

RECEIPTS

Receipts are sold as zero coupon securities, which means that they are sold at a
substantial discount and redeemed at face value at their maturity date without
interim cash payments of interest or principal. This discount is accreted over
the life of the security, and such accretion will constitute the income earned
on a security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than interest
paying investments.

REITS

The Funds may invest in REITs, which pool investors' money for investment in
income producing commercial real estate or real estate related loans or
interests.

A REIT is not taxed on income distributed to its shareholders or unitholders if
it complies with regulatory requirements relating to its organization,
ownership, assets and income, and with a regulatory requirement that it
distribute to its shareholders or unitholders at least 95% of its taxable income
for each taxable year. Generally, REITs can be classified as Equity REITs,
Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their
assets directly in real property and derive their income primarily from rents
and capital gains from appreciation realized through property sales. Mortgage


                                       15


REITs invest the majority of their assets in real estate mortgages and derive
their income primarily from interest payments. Hybrid REITs combine the
characteristics of both Equity and Mortgage REITs. A shareholder in a Fund
should realize that by investing in REITs indirectly through the Fund, he or she
will bear not only his or her proportionate share of the expenses of the Fund,
but also indirectly, similar expenses of underlying REITs.

A Fund may be subject to certain risks associated with the direct investments of
the REITs. REITs may be affected by changes in their underlying properties and
by defaults by borrowers or tenants. Mortgage REITs may be affected by the
quality of the credit extended. Furthermore, REITs are dependent on specialized
management skills. Some REITs may have limited diversification and may be
subject to risks inherent in financing a limited number of properties. REITs
depend generally on their ability to generate cash flow to make distributions to
shareholders or unitholders, and may be subject to defaults by borrowers and to
self-liquidations.

In addition, the performance of a REIT may be affected by its failure to qualify
for tax-free pass-through of income under the Code or its failure to maintain
exemption from registration under the 1940 Act.

REPURCHASE AGREEMENTS

Repurchase agreements are agreements by which a Fund obtains a security and
simultaneously commits to return the security to the seller (a member bank of
the Federal Reserve System or primary securities dealer as recognized by the
Federal Reserve Bank) at an agreed upon price (including principal and interest)
on an agreed upon date within a number of days (usually not more than seven)
from the date of purchase. The resale price reflects the purchase price plus an
agreed upon market rate of interest which is unrelated to the coupon rate or
maturity of the underlying security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is in
effect secured by the value of the underlying security.

Repurchase agreements are considered to be loans by a Fund for purposes of its
investment limitations. The repurchase agreements entered into by a Fund will
provide that the underlying security at all times shall have a value at least
equal to 102% of the resale price stated in the agreement (Turner and TIM
monitor compliance with this requirement). Under all repurchase agreements
entered into by a Fund, the Funds' Custodian or its agent must take possession
of the underlying collateral. However, if the seller defaults, the Fund could
realize a loss on the sale of the underlying security to the extent that the
proceeds of sale, including accrued interest, are less than the resale price
provided in the agreement including interest. In addition, even though the
Bankruptcy Code provides protection for most repurchase agreements, if the
seller should be involved in bankruptcy or insolvency proceedings, a Fund may
incur delay and costs in selling the underlying security or may suffer a loss of
principal and interest if the Fund is treated as an unsecured creditor and is
required to return the underlying security to the seller's estate. The Funds
will not invest more than 15% of their total assets in repurchase agreements.

                                       16


REVERSE DOLLAR ROLL TRANSACTIONS

Each Fund may enter into reverse dollar roll transactions, which involve a
purchase by a Fund of an eligible security from a financial institution
concurrently with an agreement by the Fund to resell a similar security to the
institution at a later date at an agreed-upon price. Reverse dollar roll
transactions are fully collateralized in a manner similar to loans of the Fund's
portfolio securities.

REVERSE REPURCHASE AGREEMENT AND DOLLAR ROLL TRANSACTIONS

A reverse repurchase agreement involves a sale by a Fund of securities that it
holds to a bank, broker-dealer or other financial institution concurrently with
an agreement by the Fund to repurchase the same securities at an agreed-upon
price and date. A dollar roll transaction involves a sale by a Fund of an
eligible security to a financial institution concurrently with an agreement by
the Fund to repurchase a similar eligible security from the institution at a
later date at an agreed-upon price. Each Fund will fully collateralize its
reverse repurchase agreements and dollar roll transactions in an amount at least
equal to the Fund's obligations under the reverse repurchase agreement or dollar
roll transaction by cash or other liquid securities that the Fund's Custodian
segregates from other Fund assets. The Funds will not invest more than 15% of
their total assets in reverse repurchase agreements.

RIGHTS

Rights give existing shareholders of a corporation the right, but not the
obligation, to buy shares of the corporation at a given price, usually below the
offering price, during a specified period.

RULE 144A SECURITIES

Rule 144A securities are securities exempt from registration on resale pursuant
to Rule 144A under the Securities Act of 1933, as amended (the "1933 Act"). Rule
144A securities are traded in the institutional market pursuant to this
registration exemption, and, as a result, may not be as liquid as
exchange-traded securities since they may be resold only to certain qualified
institutional investors. Due to the relatively limited size of this
institutional market, these securities may affect the Fund's liquidity to the
extent that qualified institutional buyers become, for a time, uninterested in
purchasing such securities. Nevertheless, Rule 144A securities may be treated as
liquid securities pursuant to guidelines adopted by the Trust's Board of
Trustees.

                                       17


SECURITIES LENDING

In order to generate additional income, a Fund may lend its securities pursuant
to one or more securities lending agreements (each a "Lending Agreement").
Unless otherwise agreed, security loans made pursuant to a Lending Agreement are
required at all times to be continuously secured by collateral consisting of
cash or securities of the U.S. government or its agencies equal to at least 100%
of the market value of the loaned securities. Collateral is marked to market
daily. The Funds receive an annual fee for their participation in a Lending
Agreement, and cash collateral received may be invested pursuant to terms
approved by the Trust's Board of Trustees. All such investments are made at the
risk of the Funds and, as such, the Funds are liable for investment losses. Loan
agreements involve certain risks in the event of default or insolvency of the
borrower, including possible delays or restrictions upon a Fund's ability to
recover the loaned securities or dispose of the collateral for the loan, which
could give rise to loss because of adverse market action, expenses and/or delays
in connection with the disposition of the underlying securities.

A Fund will not have the right to vote any securities having voting rights
during the existence of the loan, but a Fund may call the loan in anticipation
of an important vote to be taken by the holders of the securities or the giving
or withholding of their consent on a material matter affecting the investment.
Turner and TIM will generally not vote nor seek to recall for voting shares on
loan in connection with the Trust's securities lending program, unless it
determined that a particular vote was especially significant. Seeking to recall
securities in this limited circumstance may nevertheless be unsuccessful because
of operational difficulties relating to custody of the security in question that
are beyond Turner's or TIM's control.

It is intended that the value of the securities loaned would not exceed
one-third of the value of the total assets of a Fund (including the loan
collateral).

SHORT SALES AGAINST THE BOX

A short sale is "against the box" if at all times during which the short
position is open, a Fund owns at least an equal amount of the securities or
securities convertible into, or exchangeable without further consideration for,
securities of the same issue as the securities that are sold short. A short sale
against the box is a taxable transaction to the Fund with respect to the
securities that are sold short.

SOVEREIGN DEBT

The cost of servicing sovereign debt will also generally be adversely affected
by rising international interest rates, because many external debt obligations
bear interest at rates that are adjusted based upon international interest
rates. The ability to service external debt will also depend on the level of the
relevant government's international currency reserves and its access to foreign
exchange. Currency devaluations may affect the ability of a sovereign obligor to
obtain sufficient foreign exchange to service its external debt.

                                       18


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

TELECOMMUNICATIONS SECURITIES

The economic prospects of telecommunications companies can dramatically
fluctuate due to regulatory and competitive environment changes around the
world. Most products or services provided by telecommunications companies
require substantial investment and are subject to competitive obsolescence.
Telecommunications companies are particularly subject to political and currency
risks. Changes in governmental policies, such as telephone and cable
regulations, and the need for regulatory approvals may have an adverse effect on
the products, services and securities of telecommunications companies. Some
telecommunications companies may not have an established history of revenue or
earnings at the time of purchase. As a result, dividend income, if any, is
likely to be incidental.

U.S. GOVERNMENT AGENCY OBLIGATIONS

Certain federal agencies, such as the GNMA, have been established as
instrumentalities of the U.S. Government to supervise and finance certain types
of activities. Issues of these agencies, while not direct obligations of the
U.S. Government, are either backed by the full faith and credit of the United
States (e.g., GNMA securities) or supported by the issuing agencies' right to
borrow from the Treasury. The issues of other agencies are supported by the
credit of the instrumentality (e.g., Fannie Mae securities).

U.S. GOVERNMENT SECURITIES

U.S. government securities are bills, notes and bonds issued by the U.S.
government and backed by the full faith and credit of the United States.

U.S. TREASURY OBLIGATIONS

U.S. Treasury Obligations are bills, notes and bonds issued by the U.S.
Treasury, and separately traded interest and principal component parts of such
obligations that are transferable through the federal book-entry system known as
separately traded registered interest and principal securities ("STRIPS") and
coupons under book entry safekeeping ("CUBES").

VARIABLE AND FLOATING RATE INSTRUMENTS

Certain obligations may carry variable or floating rates of interest, and may
involve a conditional or unconditional demand feature. Such instruments bear
interest at rates which are not fixed, but which vary with changes in specified


                                       19


market rates or indices. The interest rates on these securities may be reset
daily, weekly, quarterly or some other reset period, and may have a floor or
ceiling on interest rate changes. There is a risk that the current interest rate
on such obligations may not accurately reflect existing market interest rates. A
demand instrument with a demand notice exceeding seven days may be considered
illiquid if there is no secondary market for such security.

WARRANTS AND RIGHTS

Each Fund may invest in warrants and rights. Warrants are instruments giving
holders the right, but not the obligation, to buy equity or fixed income
securities of a company at a specific price during a specific period of time.
Rights are similar to warrants, but normally have a shorter duration and are
offered or distributed to shareholders of a company. Warrants and rights do not
carry with them the right to dividends or voting rights with respect to the
securities that they entitle the holder to purchase, and they do not represent
any rights in the assets of the issuer. As a result, warrants and rights may be
considered more speculative than certain other types of equity-like securities.
In addition, the values of warrants and rights do not necessarily change with
the values of the underlying securities, and these instruments cease to have
value if they are not exercised prior to their expiration dates.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

When-issued or delayed delivery securities are subject to market fluctuations
due to changes in market interest rates and it is possible that the market value
at the time of settlement could be higher or lower than the purchase price if
the general level of interest rates has changed. Although a Fund generally
purchases securities on a when-issued or forward commitment basis with the
intention of actually acquiring securities for its investment portfolio, a Fund
may dispose of a when-issued security or forward commitment prior to settlement
if it deems appropriate.

ZERO COUPON SECURITIES

Zero coupon obligations are debt securities that do not bear any interest, but
instead are issued at a deep discount from par. The value of a zero coupon
obligation increases over time to reflect the interest accredited. Such
obligations will not result in the payment of interest until maturity, and will
have greater price volatility than similar securities that are issued at par and
pay interest periodically.

                                       20


DISCLOSURE OF PORTFOLIO HOLDINGS

The Trust's Board has adopted policies and procedures concerning the disclosure
of the portfolio holdings of the Funds. The policies and procedures provide that
the Trust and its service providers will disclose information concerning
securities held in the Trust's portfolios only under the following
circumstances: (i) fifteen business days after the end of each calendar month,
the Trust's administrator will post the securities held by each of the Trust's
portfolios on the Trust's website; (ii) the Trust or a service provider may
disclose the Trust's portfolio securities holdings to selected third parties
when the Trust has a legitimate business purpose for doing so; and (iii) as
required by the federal securities laws, including the 1940 Act, the Trust shall
disclose its portfolio holdings in its applicable regulatory filings, including
shareholder reports, reports on Forms N-CSR and N-Q or such other filings,
reports or disclosure documents as the applicable regulatory authorities may
require. Examples of legitimate business purposes under which disclosure of the
Trust's portfolio securities may be appropriate include, but are not limited to:
disclosure for due diligence purposes to an investment adviser that is in merger
or acquisition talks with the Trust's investment advisers; disclosure to a newly
hired investment adviser or sub-adviser prior to its commencing its duties;
disclosure to third party service providers of auditing, custody, proxy voting
and other services to the Trust; or disclosure to a rating or ranking
organization.

Prior to the disclosure of the Trust's portfolio holdings to a selected third
party for a legitimate business purpose, such third party shall be required to
execute a confidentiality agreement and shall not trade on such information.
Neither the Trust, a service provider nor any of their affiliated persons (as
that term is defined in the 1940 Act) shall receive compensation in any form,
whether in cash or otherwise, in connection with the disclosure of information
about the Trust's portfolio securities.

With respect to the monthly disclosure of portfolio holdings on the Trust's
website, the Trust's administrator is authorized to prepare and post to the
Trust's website its portfolio holdings and is also responsible for portfolio
holdings disclosure to third party service providers of auditing, custody, proxy
voting and other services to the Trust, or disclosure to a rating or ranking
organization. With respect to any other disclosure of the Trust's portfolio
holdings, the Trust's President, or Turner's President, will be authorized to
disclose such information.

In order to ensure that the disclosure of the Trust's portfolio securities is in
the best interests of the Trust's shareholders and to avoid any potential or
actual conflicts of interest with the Trust's service providers, or any
affiliated person (as that term is defined in the 1940 Act) of such entities,
the disclosure of any of the Trust's portfolio securities for legitimate
business purposes must be approved by the Trust's Board of Trustees in advance
of such disclosure. This requirement will not apply to the disclosure of the
Trust's portfolio securities to the Trust's existing service providers of
auditing, custody, proxy voting and other services to the Trust in connection
with the provision of their services to the Trust, or as otherwise provided in
the policies and procedures.

                                       21


The Board will receive quarterly reports from the service providers stating
whether disclosures were made concerning the Trust's portfolio holdings in
contravention of the policies and procedures during the previous quarter, and if
so, such report must describe to whom and under what circumstance such
disclosures were made.

INVESTMENT LIMITATIONS

FUNDAMENTAL POLICIES

The following investment limitations are fundamental policies of each Fund which
cannot be changed with respect to a Fund without the consent of the holders of a
majority of that Fund's outstanding shares. The term "majority of the
outstanding shares" means the vote of (i) 67% or more of a Fund's shares present
at a meeting, if more than 50% of the outstanding shares of a Fund are present
or represented by proxy, or (ii) more than 50% of a Fund's outstanding shares,
whichever is less.

No Fund may:

1.   With respect to 75% of the Fund's assets: (i) purchase securities of any
     issuer (except securities issued or guaranteed by the U.S. Government, its
     agencies or instrumentalities and repurchase agreements involving such
     securities) if, as a result, more than 5% of the total assets of the Fund
     would be invested in the securities of such issuer; or (ii) acquire more
     than 10% of the outstanding voting securities of any one issuer.

2.   Purchase any securities which would cause 25% or more of the total assets
     of the Fund to be invested in the securities of one or more issuers
     conducting their principal business activities in the same industry,
     provided that this limitation does not apply to investments in obligations
     issued or guaranteed by the U.S. government or its agencies and
     instrumentalities and repurchase agreements involving such securities.

3.   Borrow money in an amount exceeding 33 1/3% of the value of its total
     assets, provided that, for purposes of this limitation, investment
     strategies which either obligate the Fund to purchase securities or require
     the Fund to segregate assets are not considered to be borrowings. Asset
     coverage of at least 300% is required for all borrowings, except where the
     Fund has borrowed money for temporary purposes in amounts not exceeding 5%
     of its total assets. Each Fund will not purchase securities while its
     borrowings exceed 5% of its total assets.

4.   Make loans if, as a result, more than 33 1/3% of its total assets would be
     lent to other parties, except that each Fund may (i) purchase or hold debt
     instruments in accordance with its investment objective and policies; (ii)
     enter into repurchase agreements; and (iii) lend its securities.

5.   Purchase or sell real estate, physical commodities, or commodities
     contracts, except that each Fund may purchase (i) marketable securities
     issued by companies which own or invest in real estate (including REITs),
     commodities, or commodities contracts; and (ii) commodities contracts
     relating to financial instruments, such as financial futures contracts and
     options on such contracts.

                                       22


6.   Issue senior securities as defined in the 1940 Act except as permitted by
     rule, regulation or order of the SEC.

7.   Act as an underwriter of securities of other issuers except as it may be
     deemed an underwriter in selling a portfolio security.

8.   Invest in interests in oil, gas, or other mineral exploration or
     development programs and oil, gas or mineral leases.

The foregoing percentages (except with respect to the limitation on borrowing)
will apply at the time of the purchase of a security and shall not be considered
violated unless an excess or deficiency occurs immediately after or as a result
of a purchase of such security. With respect to the restriction under number 6
above, the Funds may borrow money from banks as permitted under the 1940 Act.

NON FUNDAMENTAL POLICIES

The following investment limitations are non-fundamental policies of each Fund
and may be changed with respect to a Fund by the Board of Trustees without
shareholder approval.

No Fund may:

1.   Pledge, mortgage or hypothecate assets except to secure borrowings
     permitted by the Fund's fundamental limitation on borrowing; provided that,
     such pledging, mortgaging or hypothecation does not exceed 5% of a Fund's
     total assets.

2.   Invest in companies for the purpose of exercising control.

3.   Purchase securities on margin or effect short sales, except that each Fund
     may (i) obtain short-term credits as necessary for the clearance of
     security transactions; (ii) provide initial and variation margin payments
     in connection with transactions involving futures contracts and options on
     such contracts; and (iii) make short sales "against the box" or in
     compliance with the SEC's position regarding the asset segregation
     requirements imposed by Section 18 of the 1940 Act.

4.   Invest its assets in securities of any investment company, except as
     permitted by the 1940 Act.

5.   Purchase or hold illiquid securities, i.e., securities that cannot be
     disposed of for their approximate carrying value in seven days or less
     (which term includes repurchase agreements and time deposits maturing in
     more than seven days) if, in the aggregate, more than 15% of its net assets
     would be invested in illiquid securities. The 15% limitation on investments
     in illiquid securities applies both at the time of initial purchase and
     while the Fund holds such securities.

6.   Enter into futures contracts and options on futures contracts except as
     permitted by guidelines in this SAI.

                                       23


In addition, each Fund will invest no more than 5% of its net assets in short
sales, unregistered securities, futures contracts, options and investment
company securities. Unregistered securities sold in reliance on the exemption
from registration in Section 4(2) of the 1933 Act and securities exempt from
registration on re-sale pursuant to Rule 144A of the 1933 Act may be treated as
liquid securities under procedures adopted by the Board of Trustees.

THE ADVISERS

Turner, 1205 Westlakes Drive, Suite 100, Berwyn, PA 19312, is a professional
investment management firm founded in March, 1990 and serves as investment
adviser for the Emerging Growth Fund. Turner is an SEC-registered investment
adviser. Robert E. Turner is the Chairman and controlling shareholder of Turner.

TIM, 100 Pearl Street, 11th Floor, Hartford, CT 06103, serves as investment
adviser for the Small Cap Equity Fund. TIM is an SEC-registered investment
adviser. TIM is primarily held by Turner, its controlling member.

As of [_________], Turner and its subsidiaries had assets under management of
approximately $[__] billion. Turner has provided investment advisory services to
investment companies since 1992.

Turner and TIM serve as the investment advisers for their respective Funds under
separate investment advisory agreements (the "Advisory Agreements"). Under the
Advisory Agreements, Turner and TIM make the investment decisions for the assets
of their Funds and continuously review, supervise and administer each Fund's
investment program, subject to the supervision of, and policies established by,
the Trustees of the Trust.

The Advisory Agreements provide that Turner and TIM shall not be protected
against any liability to the Trust or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on their part in the performance of
their duties or from reckless disregard of their obligations or duties
thereunder.

The Advisory Agreements provide that if, for any fiscal year, the ratio of
expenses of any Fund (including amounts payable to Turner or TIM but excluding
interest, taxes, brokerage, litigation, and other extraordinary expenses)
exceeds the expense on investment companies by any applicable statute or
regulatory authority of any jurisdiction in which shares of the Funds are
qualified for offer and sale, Turner or TIM will bear the amount of such excess.
Turner and TIM will not be required to bear expenses of any Fund to an extent
that would result in the Fund's inability to qualify as a regulated investment
company under provisions of the Code.

The continuance of an Advisory Agreement as to any Fund after the first two
years must be specifically approved at least annually (i) by the vote of the
Trustees or by a vote of the shareholders of that Fund, and (ii) by the vote of
a majority of the Trustees who are not parties to the Advisory Agreement or
"interested persons" (as that term is defined in the 1940 Act) of any party
thereto, cast in person at a meeting called for the purpose of voting on such
approval. An Advisory Agreement will terminate automatically in the event of its

                                       24


assignment, and is terminable at any time without penalty by the Trustees of the
Trust or, with respect to any Fund, by a majority of the outstanding shares of
that Fund, on not less than 30 days' nor more than 60 days' written notice to
the Advisers, or by the Advisers without penalty on 90 days' written notice to
the Trust.

Under the Advisory Agreements, Turner and TIM are entitled to be paid fees
computed daily and paid monthly, at the annual rate (as a percentage of each
Fund's average daily net assets) of 1.00% and 0.95% for the Emerging Growth Fund
and Small Cap Equity Fund, respectively.

For the fiscal years ended September 30, 2006, 2007 and 2008, the Funds paid
(waived) the following advisory fees and reimbursed the following expenses.


-------------------------- ------------------------------------------------ ------------------------------------------
                                                                                ADVISORY FEES WAIVED AND EXPENSES
                                         ADVISORY FEES PAID                                REIMBURSED
                           --------------- ---------------- --------------- ------------- -------------- -------------
                                2006            2007             2008           2006          2007           2008
-------------------------- --------------- ---------------- --------------- ------------- -------------- -------------
                                                                                         
Emerging Growth Fund           $5,419,233       $5,588,077    $[______]         $228,160       $471,676    $[_____]
-------------------------- --------------- ---------------- --------------- ------------- -------------- -------------
Small Cap Equity Fund          $  534,696       $  612,983    $[______]         $187,420       $103,991    $[_____]
-------------------------- --------------- ---------------- --------------- ------------- -------------- -------------


BOARD CONSIDERATIONS IN APPROVING THE ADVISORY AGREEMENTS. Each year, the Board
of Trustees calls and holds a meeting to decide whether to renew the Advisory
Agreements for the upcoming year. In preparation for the meeting, the Board
requests and reviews a wide variety of information from Turner and TIM. The
Trustees use this information, as well as information that other Fund service
providers may submit to the Board, to help them decide whether to renew the
Advisory Agreements for another year. A discussion regarding the basis for the
Board of Trustees' approval of the investment advisory contracts for the Funds
is available in the Funds' semi-annual report for the period ended March 31,
2008.

                                       25


PORTFOLIO MANAGERS - OTHER ACCOUNTS MANAGED BY THE PORTFOLIO MANAGERS

The following information is as of September 30, 2008:

EMERGING GROWTH FUND



                                                                      
-------------------------------- ------------------------------------------ ----------------------------------------------
(A)(1) PORTFOLIO MANAGER'S NAME  (a)(2) Number of other accounts managed    (a)(3) For each category in (a)(2) number of
-------------------------------- within each category and the total assets  accounts and the total assets in the accounts
(as listed on the Prospectus)    in the accounts managed within each        with respect to which the advisory fee is
                                 category                                  based on the performance of the account

-------------------------------- ----------------------------------------- ----------------------------------------------
                                 (A)            (B)            C.            Registered          Other Pooled
                                 -----------------------------------------   Investment           Investment             Other
                                  Registrered   Other Pooled   Other         Companies              Vehicles            Accounts
--------------------------------  Investment     Investment   Accounts      ------------          ------------          ---------
                                  Companies       Vehicles                 Number    Total      Number     Total    Number   Total
                                                                             of      Assets      of       Assets     of      Assets
                                                                          Accounts             Accounts            Accounts
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------

-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
         Frank L. Sustersic
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
           (Lead Manager)
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
            Bill McVail
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
            (Co-Manager)
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
        Heather F. McMeekin
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
            (Co-Manager)
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------

SMALL CAP EQUITY FUND

-------------------------------- ------------------------------------------ ----------------------------------------------
(A)(1) PORTFOLIO MANAGER'S NAME  (a)(2) Number of other accounts managed    (a)(3) For each category in (a)(2) number of
-------------------------------- within each category and the total assets  accounts and the total assets in the accounts
(as listed on the Prospectus)    in the accounts managed within each        with respect to which the advisory fee is
                                 category                                  based on the performance of the account

-------------------------------- ----------------------------------------- ----------------------------------------------
                                 (A)            (B)            C.            Registered          Other Pooled
                                 -----------------------------------------   Investment           Investment             Other
                                  Registrered   Other Pooled   Other         Companies              Vehicles            Accounts
--------------------------------  Investment     Investment   Accounts      ------------          ------------          ---------
                                  Companies       Vehicles                 Number    Total      Number     Total    Number   Total
                                                                             of      Assets      of       Assets     of      Assets
                                                                          Accounts             Accounts            Accounts
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
            Tom Dibella
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
           (Lead Manager)
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
            Steven Gold
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------
           (Co- Manager)
-------------------------------- ------------   ------------ ---------    --------   ------    --------   ------- ---------  -------


                                       26


CONFLICTS OF INTEREST. As is typical for many money managers, potential
conflicts of interest may arise related to Turner's management of accounts
including the Funds where not all accounts are able to participate in a desired
IPO, or other limited opportunity, relating to use of soft dollars and other
brokerage practices, relating to the voting of proxies, relating to employee
personal securities trading, relating to the side by side management of accounts
with performance based fees and accounts with fixed fees, and relating to a
variety of other circumstances. In all cases, however, Turner believes it has
written policies and procedures in place reasonably designed to prevent
violations of the federal securities laws and to prevent material conflicts of
interest from arising. Please also see Turner's Form ADV, Part II for a
description of some of its policies and procedures in this regard.

COMPENSATION. Turner's and TIM's investment professionals receive a base salary
commensurate with their level of experience. Turner's and TIM's goal is to
maintain competitive base salaries through review of industry standards, market
conditions, and salary surveys. Bonus compensation, which is a multiple of base
salary, is computed annually based on the one year performance of each
individual's sector and portfolio assignments relative to appropriate market
benchmarks. In addition, each employee is eligible for equity ownership and
equity owners share the firm's profits. Most of the members of the Investment
Team and all Portfolio Managers are equity owners of Turner. This compensation
and ownership structure provides incentive to attract and retain highly
qualified people, as each member of the firm has the opportunity to share
directly in the accomplishments of the business.

The objective performance criteria noted above accounts for 90% of the bonus
calculation. The remaining 10% is based upon subjective, "good will" factors
including teamwork, interpersonal relations, the individual's contribution to
overall success of the firm, media and client relations, presentation skills,
and professional development. Portfolio managers/analysts are reviewed on an
annual basis. The Chief Investment Officer ("CIO") is responsible for setting
base salaries, bonus targets, and making all subjective judgments related to an
investment professionals' compensation. The CIO is also responsible for
identifying investment professionals that should be considered for equity
ownership on an annual basis.

PORTFOLIO MANAGERS - PORTFOLIO MANAGER'S OWNERSHIP OF SECURITIES IN THE FUNDS

The table below provides beneficial ownership of shares of the portfolio
managers of the Funds as of September 30, 2008. Please note that the table
provides a dollar value of each portfolio manager's holdings in each Fund (none,
$1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000,
$500,001-$1,000,000, over $1,000,000).


------------------------------------- -------------------------------------- ----------------------------------------
                                                                       
Name of Fund                          Name of Portfolio Manager              Dollar Range of equity securities in
                                                                             the Fund beneficially owned by the
                                                                             Portfolio Manager
------------------------------------- -------------------------------------- ----------------------------------------
Emerging Growth Fund                  Frank L. Sustersic
                                      Bill McVail
                                      Heather F. McMeekin
------------------------------------- -------------------------------------- ----------------------------------------

------------------------------------- -------------------------------------- ----------------------------------------
Small Cap Equity Fund                 Tom Dibella
                                      Steven Gold
------------------------------------- -------------------------------------- ----------------------------------------


                                       27


THE ADMINISTRATOR

The Trust and Turner (the "Administrator") have entered into administration
agreements (the "Administration Agreements"). The Administration Agreements
provide that the Administrator shall perform or supervise the performance of
other administrative services, such as regulatory or performance reporting, fund
accounting and related accounting services, in connection with the operation of
the Funds. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in connection with the
matters to which the Administration Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Administrator in the performance of its duties or from reckless disregard by it
of its duties and obligations thereunder. The Administration Agreements shall
remain in effect for a period of two (2) years after its effective date and
shall continue in effect for successive periods of one (1) year unless
terminated by either party on not less than 90 days' prior written notice to the
other party.


SEI Investments Global Funds Services ("SIGFS") serves as the Trust's
Sub-Administrator. SIGFS has its principal business offices at One Freedom
Valley Drive, Oaks, PA 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interest in SIGFS. SEI Investments and its subsidiaries
and affiliates, including SIMC, are leading providers of funds evaluation
services, trust accounting systems, and brokerage and information services to
financial institutions, institutional investors and money managers.

For the fiscal years ended September 30, 2006, 2007 and 2008, the Funds paid the
following administrative fees (net of waivers).


-------------------------------- ---------------------------------------------------------
                                                 ADMINISTRATIVE FEES PAID
                                 ------------------ ------------------- ------------------
                                       2006                2007               2008
-------------------------------- ------------------ ------------------- ------------------
                                                                    
Emerging Growth Fund                      $832,430         $878,335         [$_______]
-------------------------------- ------------------ ------------------- ------------------
Small Cap Equity Fund                     $112,047         $109,470         [$_______]
-------------------------------- ------------------ ------------------- ------------------


DISTRIBUTION

The Funds' shares are offered on a continuous basis by SEI Investments
Distribution Co. (the "Distributor"). The Distributor has agreed to use
appropriate efforts to solicit purchase orders. The Distributor's principal
place of business is One Freedom Valley Drive, Oaks, Pennsylvania 19456. The
Distribution Agreement between the Trust and the Distributor shall remain in
effect for a period of two years after the effective date of the agreement and
is renewable annually after the initial two year period. The Distribution
Agreement may be terminated by: (i) the Distributor or a majority vote of the
Trustees who are not interested persons (as that term is defined in the 1940
Act) and have no financial interest in the Distribution Agreement upon not less
than 60 days' prior written notice by either party, without penalty; or (ii)
upon its assignment.

                                       28




Subject to applicable laws and regulations, Turner, TIM, the Distributor and/or
their affiliates may pay, out of their own assets, compensation to authorized
dealers, service organizations and financial intermediaries ("Intermediaries")
in connection with the sale, distribution and/or servicing of shares of the
Funds. These payments ("Additional Payments") may take the form of "due
diligence" payments for an institution's examination of the Funds and payments
for providing extra employee training and information relating to the Funds;
"listing" fees for the placement of the Funds on a dealer's list of mutual funds
available for purchase by its customers; "finders" or "referral" fees for
directing investors to the Funds; "marketing support" fees for providing
assistance in promoting the sale of the Funds' shares; and payments for the sale
of shares and/or the maintenance of share balances. In addition, Turner, TIM,
the Distributor and/or their affiliates may make Additional Payments for
subaccounting, administrative and/or shareholder processing services that are in
addition to any shareholder servicing and processing fees paid by the Funds. The
Additional Payments made by Turner, TIM, the Distributor and their affiliates
may be a fixed dollar amount, may be based on the number of customer accounts
maintained by an Intermediary, or may be based on a percentage of the value of
shares sold to, or held by, customers of the Intermediary involved, and may be
different for each Intermediary. Furthermore, Turner, TIM, the Distributor
and/or their affiliates may contribute to various non-cash and cash incentive
arrangements to promote the sale of shares, as well as sponsor various
educational programs, sales contests and/or promotions. Turner, TIM, the
Distributor and their affiliates may also pay for the travel expenses, meals,
lodging and entertainment of Intermediaries and their salespersons and guests in
connection with educational, sales and promotional programs, subject to
applicable NASD regulations. The Additional Payments may include amounts that
are sometimes referred to as "revenue sharing" payments.

TRUSTEES AND OFFICERS OF THE TRUST

The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts and the 1940 Act. The Trustees have
approved contracts under which, as described above, certain companies provide
essential management services to the Trust.

Certain information about the Trust's Trustees and Executive Officers is set
forth below. Each may have held other positions with the named companies during
that period. Certain officers of the Trust also serve as officers to one or more
mutual funds for which SEI Investments or its affiliates act as investment
manager, administrator or distributor.

                                       29





                                                                                     NUMBER OF
                        POSITION HELD                                              PORTFOLIOS IN
                        WITH TRUST AND                                           COMPLEX OVERSEEN         OTHER
 NAME, ADDRESS AND        LENGTH OF        PRINCIPAL OCCUPATION(S) DURING PAST      BY TRUSTEE        DIRECTORSHIPS
       AGE(1)             SERVICE(2)                     5 YEARS                                          HELD
                                                                                        

INTERESTED TRUSTEE*
Robert E. Turner      Trustee (since      Chairman and Chief Investment                 13          None
(52)                  1996)               Officer, Turner (since 1990).

*    Mr. Turner is deemed to be an "Interested Trustee" by virtue of his
     relationship with Turner.

NON-INTERESTED TRUSTEES

Alfred C. Salvato     Chairman of the     Chief Investment Officer and                  13          None
(50)                  Board (since        Treasurer, Thomas Jefferson
                      2004); Trustee      University (since 2003); Treasurer
                      (since 1996)        since 1995.

Janet F. Sansone      Trustee (since      Chief Management Officer,                     13          None
(63)                  1996)               United States Government Printing
                                          Office (since 2008); Self-employed
                                          Consultant (1999-2007).

John T. Wholihan      Trustee (since      Dean Emeritus (since 2007),                   13          None
(70)                  1996)               Professor (since 1984) and Dean
                                          (1984-2007), Loyola Marymount
                                          University.


EXECUTIVE OFFICERS

Thomas R. Trala, Jr.  President (since    Chief Operating Officer (since 2004)                      N/A
(42)                  2004)               and Chief Financial Officer (since
                                          1995), Turner.


                                       30




                                                                                     NUMBER OF
                        POSITION HELD                                              PORTFOLIOS IN
                        WITH TRUST AND                                           COMPLEX OVERSEEN         OTHER
 NAME, ADDRESS AND        LENGTH OF        PRINCIPAL OCCUPATION(S) DURING PAST      BY TRUSTEE        DIRECTORSHIPS
       AGE(1)             SERVICE(2)                     5 YEARS                                          HELD
                                                                                        
Michael Lawson        Controller and      Director, Fund Accounting, SEI                            N/A
SEI                   Chief Financial     Investments (since 2005); Manager,
One Freedom Valley    Officer (since      Fund Accounting (since 1998).
Drive,                2005)
Oaks, PA 19456
(47)

Brian F. McNally      Vice-President      General Counsel and Chief Compliance                      N/A
(50)                  (since 2002),       Officer (since 2004), Deputy General
                      Secretary and       Counsel (2002-2004).
                      Chief Compliance
                      Officer (since
                      2004), Turner

Calvin Fisher         Vice-President      Director - Mutual Fund                                    N/A
(35)                  and Assistant       Administration and Compliance
                      Secretary           (since 2005); Manager, Mutual Fund
                      (since 2006),       Administration (since 2001).
                      Turner

(1)  Each Trustee and executive officer, unless noted otherwise, may be
     contacted by writing to such Trustee or officer c/o Turner Funds, 1205
     Westlakes Drive, Suite 100, Berwyn, PA 19312, Attn: Turner Chief Legal
     Officer.

(2)  Each Trustee serves until his or her respective successor has been duly
     elected and qualified. Each officer serves a one-year term.


                                       31


BOARD STANDING COMMITTEES. The Board has established the following standing
committees:

o    AUDIT COMMITTEE. The Board has a standing Audit Committee that is composed
     of the independent Trustees of the Trust. The Audit Committee operates
     under a written charter approved by the Board. The principal
     responsibilities of the Audit Committee include: (i) recommending which
     firm to engage as the Trust's independent auditor and whether to terminate
     this relationship; (ii) reviewing the independent auditors' compensation,
     the proposed scope and terms of its engagement, and the firm's
     independence; (iii) serving as a channel of communication between the
     independent auditor and the Trustees; (iv) reviewing the results of each
     external audit, including any qualifications in the independent auditors'
     opinion, any related management letter, management's responses to
     recommendations made by the independent auditors in connection with the
     audit, reports submitted to the Committee by the internal auditing
     department of the Trust's Sub-Administrator that are material to the Trust
     as a whole, if any, and management's responses to any such reports; (v)
     reviewing the Trust's audited financial statements and considering any
     significant disputes between the Trust's management and the independent
     auditor that arose in connection with the preparation of those financial
     statements; (vi) considering, in consultation with the independent auditors
     and the Trust's senior internal accounting executive, if any, the
     independent auditors' report on the adequacy of the Trust's internal
     financial controls; (vii) reviewing, in consultation with the Trust's
     independent auditors, major changes regarding auditing and accounting
     principles and practices to be followed when preparing the Trust's
     financial statements; and (viii) other audit related matters. The Audit
     Committee meets at least once a quarter, and as otherwise necessary. During
     the fiscal year ended September 30, 2008, the Audit Committee met four
     times.

o    FAIR VALUE PRICING COMMITTEE. The Board has a standing Fair Value Pricing
     Committee that is composed of Mr. Salvato and various representatives of
     the Trust's service providers, as appointed by the Board. Ms. Sansone and
     Dr. Wholihan serve as alternates in the event that the Mr. Salvato is
     unavailable for a Committee meeting. The Fair Value Pricing Committee
     operates under procedures approved by the Board. The principal
     responsibilities of the Fair Value Pricing Committee are to determine the
     fair value of securities for which current market quotations are not
     readily available or which the Fund believes are unreliable. The Fair Value
     Pricing Committee's determinations are reviewed by the full Board. The Fair
     Value Pricing Committee meets periodically, as necessary, and met 16 times
     in the most recently completed fiscal year.

     FUND SHARES OWNED BY TRUSTEES. The following table shows a dollar amount
     range of each Trustee's "beneficial ownership" of shares of the Funds and
     the aggregate dollar range of shares of all Turner Funds as of the end of
     the most recently completed calendar year. Dollar ranges disclosed are
     established by the SEC. "Beneficial ownership" is determined in accordance
     with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 Act, as
     amended.

                                       32





-------------------------- ------------------------------------------------------- ----------------------------------
                                                                                   AGGREGATE DOLLAR RANGE OF SHARES
NAME                              DOLLAR RANGE OF FUND SHARES (FUNDS ONLY)                (ALL TURNER FUNDS)
-------------------------- ------------------------------------------------------- ----------------------------------
                                                                              
Robert Turner              Emerging Growth Fund -  [_______]                        [_______]
                           Small Cap Equity Fund - [_______]
-------------------------- ------------------------------------------------------- ----------------------------------
Alfred C. Salvato          [None]                                                   [_______]
-------------------------- ------------------------------------------------------- ----------------------------------
Janet F. Sansone           Emerging Growth Fund -  [_______]                        [_______]
-------------------------- ------------------------------------------------------- ----------------------------------
John T. Wholihan           [None]                                                   [_______]
-------------------------- ------------------------------------------------------- ----------------------------------



OWNERSHIP IN SECURITIES OF TURNER AND RELATED COMPANIES. As reported to the
Trust, the independent Trustees and their immediate family members did not own
any securities issued by the Trust's Advisers or Distributor or any persons
(other than a registered investment company) directly or indirectly controlled
by, or under common control with the Trust's Advisers or Distributor.


COMPENSATION. The Board holds regular quarterly meetings each year, and the
Trustees receive annual compensation from the Trust for serving on the Board and
attending such meetings. The Trust does not compensate the Trustees who are
officers or employees of the Adviser. Due to her position with the federal
government, effective January 1, 2008, the Trust does not compensate Janet
Sansone. The independent Trustees receive an annual retainer of $35,000 ($43,000
for the Board Chairman) payable quarterly. Each Audit Committee Member receives
an annual retainer of $3,000 ($6,000 for the Audit Committee Chairman); and the
Valuation Committee Chairman receives an annual retainer of $1,000. In addition,
independent Trustees receive $4,000 ($6,000 for the Board Chairman) for each
regular or special board meeting (provided, however, that in the event that a
special meeting is held telephonically and no resolutions are passed, then each
independent Trustee will receive $2,000 for such meeting), $3,000 ($5,000 for
the Audit Committee Chairman) for each audit committee meeting and $250 per fair
value telephone meeting. Trustees (including Ms. Sansone) are reimbursed for
travel and other out-of-pocket expenses in connection with the attendance of
Board meetings. The Trust does not offer any retirement benefits for Trustees.
Brian F. McNally receives annual compensation from the Trust (currently
$165,000) for serving as the Trust's chief compliance officer ("CCO"). In
addition, Mr. McNally is reimbursed for out-of-pocket expenses in connection
with his serving as CCO. During the fiscal year ended September 30, 2008, the
current Trustees received the following compensation from the Trust for serving
on the Board, and Mr. McNally received the following compensation from the Trust
for serving as Chief Compliance Officer:


                                       33




---------------------------- ------------------------- ------------------- --------------- ---------------------------
                                                           PENSION OR                       TOTAL COMPENSATION FROM
                              AGGREGATE COMPENSATION       RETIREMENT        ESTIMATED       TRUST AND FUND COMPLEX
                                FROM TRUST FOR THE      BENEFITS ACCRUED       ANNUAL       PAID TO TRUSTEES FOR THE
NAME OF PERSON,                 FISCAL YEAR ENDED       AS PART OF FUND    BENEFITS UPON       FISCAL YEAR ENDED
POSITION                        SEPTEMBER 30, 2008          EXPENSES         RETIREMENT        SEPTEMBER 30, 2008
---------------------------- ------------------------- ------------------- --------------- ---------------------------
                                                                               
Robert Turner(1)                        --                     --                --                    --
---------------------------- ------------------------- ------------------- --------------- ---------------------------
Alfred C. Salvato(2)                 $100,250                  --                --                 $100,250
---------------------------- ------------------------- ------------------- --------------- ---------------------------
Janet F. Sansone(2)                  $16,250                   --                --                 $16,250
---------------------------- ------------------------- ------------------- --------------- ---------------------------
John T. Wholihan(2)                  $69,750                   --                --                 $69,750
---------------------------- ------------------------- ------------------- --------------- ---------------------------
Brian F. McNally(3)                  $165,000                  --                --                 $165,000
---------------------------- ------------------------- ------------------- --------------- ---------------------------


(1)   Mr. Turner is an "interested person" of the Trust, as the term is defined
      in the 1940 Act, by virtue of his controlling ownership interest in the
      Adviser. The Trust pays fees only to the Trustees who are not interested
      persons of the Trust. Compensation of officers and interested persons of
      the Trust is paid by Turner.

(2)   Member of the Audit Committee.

(3)   Chief Compliance Officer.

As of [_______], the Trustees and officers of the Trust as a group owned
approximately __% and __% of the outstanding shares of the Turner Emerging
Growth Fund and Turner Small Cap Equity Fund, respectively.

COMPUTATION OF YIELD AND TOTAL RETURN

From time to time the Trust may advertise yield and total return of the Funds.
These figures will be based on historical earnings and are not intended to
indicate future performance. No representation can be made concerning actual
future yields or returns. The yield of a Fund refers to the annualized income
generated by an investment in the Fund over a specified 30-day period. The yield
is calculated by assuming that the income generated by the investment during
that 30-day period is generated in each period over one year and is shown as a
percentage of the investment. In particular, yield will be calculated according
to the following formula:

Yield = 2[((a-b)/cd + 1)6 - 1] where a = dividends and interest earned during
the period; b = expenses accrued for the period (net of reimbursement); c = the
current daily number of shares outstanding during the period that were entitled
to receive dividends; and d = the maximum offering price per share on the last
day of the period.

The total return of a Fund, both before and after taxes, refers to the average
compounded rate of return on a hypothetical investment for designated time
periods (including but not limited to, the period from which the Fund commenced
operations through the specified date), assuming that the entire investment is
redeemed at the end of each period. In particular, total return before taxes
will be calculated according to the following formula: P (1 + T)n = ERV, where P
= a hypothetical initial payment of $1,000; T = average annual total return
(before taxes); n = number of years; and ERV = ending redeemable value as of the
end of the designated time period. Total return after taxes on distributions
will be calculated according to the following formula: P (1 + T)n = ATVD, where
P = a hypothetical initial payment of $1,000; T = average annual total return

                                       34


(after taxes on distributions); n = number of years; and ATVD = ending
redeemable value as of the end of the designated time period, after taxes on
fund distributions, but not after taxes on redemption. Total return after taxes
on distributions and redemption will be calculated according to the following
formula: P (1 + T)n = ATVDR where P = a hypothetical initial payment of $1,000;
T = average annual total return (after taxes on distributions); n = number of
years; and ATVDR = ending redeemable value as of the end of the designated time
period, after taxes on fund distributions and on redemption. Each of the above
formulas assumes a hypothetical $1,000 payment made at the beginning of the
designated time period.

PURCHASE AND REDEMPTION OF SHARES

Purchases and redemptions may be made through DST Systems, Inc., P.O. Box
219805, Kansas City, Missouri 64121-9805 (the "Transfer Agent") or a designated
financial intermediary (as described below) on days when the New York Stock
Exchange is open for business. Currently, the days on which each Fund is closed
for business are: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Shares of each Fund are offered on a continuous basis.

It is currently the Trust's policy to pay all redemptions in cash. The Trust
retains the right, however, to alter this policy to provide for redemptions in
whole or in part by a distribution in-kind of securities held by a Fund in lieu
of cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions, and may have to pay taxes on
capital gains from the sale.

The Funds' net asset value per share is computed once daily, Monday through
Friday, at 4:00 p.m. Eastern Time except when the Fund is not open for business,
days during which the Fund receives no purchase or redemption orders, customary
holidays and on days when the New York Stock Exchange is closed.

The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the SEC by rule or regulation) as a result of which
disposal or valuation of a Fund's securities is not reasonably practicable, or
for such other periods as the SEC has by order permitted. The Trust also
reserves the right to suspend sales of shares of any Fund for any period during
which the New York Stock Exchange, Turner, the Administrator, the Transfer Agent
and/or the Custodian are not open for business.

The Trust's Funds participate in fund "supermarket" arrangements. In such an
arrangement, a program is made available by a broker or other institution (a
sponsor) that allows investors to purchase and redeem shares of the Funds
through the sponsor of the fund supermarket. In connection with these
supermarket arrangements, each Fund has authorized one or more brokers to accept
on its behalf purchase and redemption orders. In turn, the brokers are
authorized to designate other intermediaries to accept purchase and redemption
orders on the Funds' behalf. As such, a Fund will be deemed to have received a
purchase or redemption order when an authorized broker or, if applicable, a
broker's authorized designee, accepts the order. The customer order will be

                                       35


priced at the Fund's net asset value next computed after accepted by an
authorized broker or the broker's authorized designee. In addition, a broker may
charge transaction fees on the purchase and/or sale of Fund shares. Also in
connection with fund supermarket arrangements, the performance of a
participating Fund may be compared in publications to the performance of various
indices and investments for which reliable performance data is available and
compared in publications to averages, performance rankings, or other information
prepared by recognized mutual fund statistical services. The Trust's annual
report contains additional performance information and will be made available to
investors upon request and without charge.

The Funds have not entered into any arrangements with any person permitting
frequent purchases and redemptions of Fund shares.

DETERMINATION OF NET ASSET VALUE

The securities of the Funds are valued under the direction of the Administrator
and under the general supervision of the Trustees. The Administrator or its
delegates may use independent pricing services to obtain valuations of
securities. The pricing services rely primarily on prices of actual market
transactions as well as on trade quotations obtained from third parties. Prices
are generally determined using readily available market prices. If market prices
are unavailable or believed to be unreliable, the Sub-Administrator will
initiate a process by which the Trust's Fair Value Committee will make a good
faith determination as to the "fair value" of the security using procedures
approved by the Trustees. The pricing services may use a matrix system to
determine valuations of fixed income securities when market prices are not
readily available. This system considers such factors as security prices,
yields, maturities, call features, ratings and developments relating to specific
securities in arriving at valuations. As a supplement to the monitoring for
significant events by the Administrator, the Sub-Administrator also monitors
price movements among certain selected indices, securities and baskets of
securities that may be an indicator that the closing prices received earlier
from foreign exchanges or markets may not reflect market value at the time the
Fund calculates net asset value. If price movements in a monitored index or
security exceed levels established by the Sub-Administrator ("trigger points"),
the Sub-Administrator will notify the Administrator that such limits have been
exceeded.

The procedures used by any such pricing service and its valuation results are
reviewed by the officers of the Trust under the general supervision of the
Trustees.

Each Fund may hold portfolio securities that are listed on foreign exchanges.
These securities may trade on weekends or other days when each Fund does not
calculate NAV. As a result, the value of these investments may change on days
when you cannot purchase or sell Fund shares.

Securities with remaining maturities of 60 days or less will be valued by the
amortized cost method, which involves valuing a security at its cost on the date
of purchase and thereafter (absent unusual circumstances) assuming a constant
amortization of maturity of any discount or premium, regardless of the impact of
fluctuations in general market rates of interest on the value of the instrument.
While this method provides certainty in valuation, it may result in periods
during which value, as determined by this method, is higher or lower than the
price the Fund would receive if it sold the instrument.

                                       36


TAXES

The following summarizes certain additional tax considerations generally
affecting the Funds and their shareholders that are not described in the
Prospectus. No attempt is made to present a detailed explanation of the tax
treatment of the Funds or their shareholders, and the discussions here and in
the Prospectus are not intended as a substitute for careful tax planning.
Potential investors should consult their tax advisers with specific reference to
their own tax situations.

The discussions of the federal tax consequences in the Prospectus and this SAI
are based on the Internal Revenue Code (the "Code"), the regulations issued
under it, and court decisions and administrative interpretations, as in effect
on the date of this SAI. Future legislative or administrative changes or court
decisions may significantly alter these tax consequences, and any such changes
or decisions may be retroactive.

FEDERAL - GENERAL INFORMATION. Each Fund qualified during its last taxable year
and intends to continue to qualify as a regulated investment company under
Subchapter M of Subtitle A, Chapter 1, of the Code. As such, each Fund generally
is exempt from federal income tax on its net investment income and realized
capital gains that it distributes to shareholders. To qualify for treatment as a
regulated investment company, it must meet three important tests each year.

First, each Fund must derive with respect to each taxable year at least 90% of
its gross income from dividends, interest, certain payments with respect to
securities loans, gains from the sale or other disposition of stock or
securities or foreign currencies, other income derived with respect to the
Fund's business of investing in stock, securities or currencies, or net income
derived from interests in qualified publicly traded partnerships.

Second, generally, at the close of each quarter of each Fund's taxable year, at
least 50% of the value of each Fund's assets must consist of cash and cash
items, U.S. government securities, securities of other regulated investment
companies, and securities of other issuers as to which the Fund has not invested
more than 5% of the value of its total assets in securities of the issuer and as
to which the Fund does not hold more than 10% of the outstanding voting
securities of the issuer, and no more than 25% of the value of each Fund's total
assets may be invested in the securities of (1) any one issuer (other than U.S.
government securities and securities of other regulated investment companies),
(2) two or more issuers that the Fund controls and which are engaged in the same
or similar trades or businesses, or (3) one or more qualified publicly traded
partnerships.

Third, each Fund must distribute each year an amount equal to at least the sum
of 90% of its investment company taxable income (net investment income and the
excess of net short-term capital gain over net long-term capital loss) and 90%
of its tax-exempt income, if any, for the year.

                                       37


Each Fund intends to comply with these requirements. If a Fund were to fail to
make sufficient distributions, it could be liable for corporate income tax and
for excise tax in respect of the shortfall or, if the shortfall is large enough,
the Fund could be disqualified as a regulated investment company. If for any
taxable year a Fund were not to qualify as a regulated investment company, all
its taxable income would be subject to tax at regular corporate rates without
any deduction for distributions to shareholders. In that event, taxable
shareholders would recognize dividend income on distributions to the extent of
the Fund's current and accumulated earnings and profits and corporate
shareholders could be eligible for the dividends-received deduction.

The Code imposes a non-deductible 4% excise tax on regulated investment
companies that fail to currently distribute an amount equal to specified
percentages of their ordinary taxable income and capital gain net income (excess
of capital gains over capital losses). Each Fund intends to make sufficient
distributions or deemed distributions each year to avoid liability for this
excise tax.

LOSS CARRYFORWARDS. For federal income tax purposes, each Fund is permitted to
carry forward a net capital loss in any year to offset its own capital gains, if
any, during the eight years following the year of the loss.

[As of September 30, 2008, the Funds had no capital loss carry-forwards for
federal income tax purposes.]

TAXATION OF CERTAIN FINANCIAL INSTRUMENTS. The tax principles applicable to
transactions in certain financial instruments, such as futures contracts and
options, that may be engaged in by a Fund, and investments in passive foreign
investment companies ("PFICs"), are complex and, in some cases, uncertain. Such
transactions and investments may cause a Fund to recognize taxable income prior
to the receipt of cash, thereby requiring the Fund to liquidate other positions,
or to borrow money, so as to make sufficient distributions to shareholders to
avoid corporate-level tax. Moreover, some or all of the taxable income
recognized may be ordinary income or short-term capital gain, so that the
distributions may be taxable to shareholders as ordinary income.

In addition, in the case of any shares of a PFIC in which a Fund invests, the
Fund may be liable for corporate-level tax on any ultimate gain or distributions
on the shares if the Fund fails to make an election to recognize income annually
during the period of its ownership of the shares.

INVESTMENTS IN FOREIGN SECURITIES. A Fund, to the extent it invests in foreign
securities, may be subject to foreign withholding or other foreign taxes with
respect to income (possibly including, in some cases, capital gains) derived
from foreign securities. These taxes may be reduced or eliminated under the
terms of an applicable U.S. income tax treaty in some cases. The Fund generally
will be entitled to deduct any such foreign taxes in computing the Fund's
taxable income for U.S. federal income tax purposes.

STATE AND LOCAL TAXES. Although each Fund expects to qualify as a "regulated
investment company" and to be relieved of all or substantially all federal
income taxes, depending upon the extent of its activities in states and
localities in which its offices are maintained, in which its agents or

                                       38


independent contractors are located or in which it is otherwise deemed to be
conducting business, each Fund may be subject to the tax laws of such states or
localities.

PORTFOLIO TRANSACTIONS

Turner and TIM are authorized to select brokers and dealers to effect securities
transactions for the Funds. Each will seek to obtain the most favorable net
results by taking into account various factors, including price, commission,
size of the transactions and difficulty of executions, the firm's general
execution and operational facilities, and the firm's risk in positioning the
securities involved. While Turner and TIM generally seek reasonably competitive
spreads or commissions, a Fund will not necessarily be paying the lowest spread
or commission available. Turner and TIM seek to select brokers or dealers that
offer a Fund best price and execution or other services that benefit the Funds.

Turner and TIM may, consistent with the interests of the Funds, select brokers
on the basis of the research services provided to Turner and TIM. Such services
may include analyses of the business or prospects of a company, industry or
economic sector, or statistical and pricing services. Information so received by
Turner and TIM will be in addition to and not in lieu of the services required
to be performed by Turner or TIM under the Advisory Agreements. If, in the
judgment of Turner or TIM, a Fund or other accounts managed by Turner or TIM
will be benefited by supplemental research services, Turner and TIM are
authorized to pay brokerage commissions to a broker furnishing such services
that are in excess of commissions that another broker may have charged for
effecting the same transaction. These research services include: advice, either
directly or through publications or writings, as to the value of securities; the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; and providing
portfolio performance evaluation and technical market analyses. The expenses of
Turner and TIM will not necessarily be reduced as a result of the receipt of
such supplemental information, such services may not be used exclusively, or at
all, with respect to a Fund or account generating the brokerage, and there can
be no guarantee that Turner or TIM will find all of such services of value in
advising that Fund.

For the fiscal years ended September 30, 2006, 2007 and 2008, the Funds'
portfolio turnover rates were as follows.


------------------------------------- -------------------------------------------------------------------------------
                                                                 PORTFOLIO TURNOVER RATE
                                      -------------------------- -------------------------- --------------------------
                                                                                             
                                                2006                       2007                       2008
------------------------------------- -------------------------- -------------------------- --------------------------
Emerging Growth Fund                              77.87%                      87.53%                    [____%]
------------------------------------- -------------------------- -------------------------- --------------------------
Small Cap Equity Fund                          143.43%                       156.55%                    [____%]
------------------------------------- -------------------------- -------------------------- --------------------------


The brokerage commissions paid by each Fund for the fiscal years ended September
30, 2006, 2007 and 2008 were as follows.

                                       39




------------------------------------- -------------------------------------------------------
                                        TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID
                                      --------------- ------------------ --------------------
                                           2006             2007                2008
------------------------------------- --------------- ------------------ --------------------
                                                                    
Emerging Growth Fund                      $1,088,774     $1,376,002         [$_________]
------------------------------------- --------------- ------------------ --------------------
Small Cap Equity Fund                       $302,652      $367,416          [$_________]
------------------------------------- --------------- ------------------ --------------------


The brokerage commissions paid by each Fund to the Distributor for the fiscal
years ended September 30, 2006, 2007 and 2008 were as follows.


--------------------------------- -------------------------------------------------------------
                                      TOTAL DOLLAR AMOUNT OF BROKERAGE COMMISSIONS PAID TO
                                                          DISTRIBUTOR
                                  ---------------------- ------------------ --------------------
                                          2006                 2007                2008
--------------------------------- ---------------------- ------------------ --------------------
                                                                           
Emerging Growth Fund                                 $0                 $0         [$__]
--------------------------------- ---------------------- ------------------ --------------------
Small Cap Equity Fund                                $0                 $0         [$__]
--------------------------------- ---------------------- ------------------ --------------------

For the fiscal year ended September 30, 2008, the percentage of brokerage
commissions paid by each Fund to the Distributor, and the percentage of each
Fund's aggregate dollar amount of transactions involving the payment of
commissions effected through the broker were as follows:


---------------------------------- ------------------------------- --------------------------
                                                                      PERCENTAGE OF FUND
                                                                    TRANSACTIONS INVOLVING
                                     PERCENTAGE OF COMMISSIONS      COMMISSION PAYMENTS TO
                                        PAID TO DISTRIBUTOR               DISTRIBUTOR
                                   ------------------------------- --------------------------
---------------------------------- ------------------------------- --------------------------
                                                             
Emerging Growth Fund                           [__%]                         [__%]
---------------------------------- ------------------------------- --------------------------
Small Cap Equity Fund                          [__%]                         [__%]
---------------------------------- ------------------------------- --------------------------

The total amount of securities of Broker/Dealers held by each Fund for the
fiscal year ended September 30, 2008 was as follows.


------------------------------------------- ------------------------------------- ------------------- ----------------
                   FUND                            NAME OF BROKER/DEALER           TOTAL AMOUNT OF        TYPE OF
                                                                                   SECURITIES HELD       SECURITY
                                                                                       BY FUND
------------------------------------------- ------------------------------------- ------------------- ----------------
                                                                                             
Emerging Growth Fund                        [_________________]                         [$__]         [__]
------------------------------------------- ------------------------------------- ------------------- ----------------
------------------------------------------- ------------------------------------- ------------------- ----------------
Small Cap Equity Fund                       [_________________]                         [$__]         [__]
------------------------------------------- ------------------------------------- ------------------- ----------------


                                       40


VOTING

Each share held entitles the shareholder of record to one vote for each dollar
invested. In other words, each shareholder of record is entitled to one vote for
each dollar of net asset value of the shares held on the record date for the
meeting. Shares issued by each Fund have no preemptive, conversion, or
subscription rights. Each Fund, as a separate series of the Trust, votes
separately on matters affecting only that Fund. Voting rights are not
cumulative. Shareholders of each Class of each Fund will vote separately on
matters pertaining solely to that Fund or that Class. As a Massachusetts
business trust, the Trust is not required to hold annual meetings of
shareholders, but approval will be sought for certain changes in the operation
of the Trust and for the election of Trustees under certain circumstances.

In addition, a Trustee may be removed by the remaining Trustees or by
shareholders at a special meeting called upon written request of shareholders
owning at least 10% of the outstanding shares of the Trust. In the event that
such a meeting is requested, the Trust will provide appropriate assistance and
information to the shareholders requesting the meeting.

Where the Trust's Prospectus or SAI state that an investment limitation or a
fundamental policy may not be changed without shareholder approval, such
approval means the vote of (i) 67% or more of the affected Fund's shares present
at a meeting if the holders of more than 50% of the outstanding shares of the
Fund are present or represented by proxy, or (ii) more than 50% of the affected
Fund's outstanding shares, whichever is less.

DESCRIPTION OF SHARES

The Declaration of Trust authorizes the issuance of an unlimited number of
series (i.e., portfolios) and shares of each series. Each share of a series
represents an equal proportionate interest in that series with each other share.
Upon liquidation, shares are entitled to a pro rata share in the net assets of
the portfolio. Shareholders have no preemptive rights. The Declaration of Trust
provides that the Trustees of the Trust may create additional series of shares
or separate classes. All consideration received by the Trust for shares of any
series or separate class and all assets in which such consideration is invested
would belong to that portfolio or separate class and would be subject to the
liabilities related thereto. Share certificates representing shares will not be
issued.

SHAREHOLDER LIABILITY

The Trust is an entity of the type commonly known as a Massachusetts business
trust. Under Massachusetts law, shareholders of such a trust could, under
certain circumstances, be held personally liable as partners for the obligations
of the trust. Even if, however, the Trust were held to be a partnership, the
possibility of the shareholders' incurring financial loss for that reason
appears remote because the Trust's Declaration of Trust contains an express
disclaimer of shareholder liability for obligations of the Trust, and requires
that notice of such disclaimer be given in each agreement, obligation or
instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of Trust property for any shareholder held personally liable for the obligations
of the Trust.

                                       41


LIMITATION OF TRUSTEES' LIABILITY

The Declaration of Trust provides that a Trustee shall be liable only for the
Trustee's own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for the Trustee's willful misfeasance, bad faith, gross negligence or reckless
disregard of his duties.

CODE OF ETHICS

The Board of Trustees of the Trust has adopted a Code of Ethics pursuant to Rule
17j-1 under the 1940 Act. In addition, the Advisers have each adopted a Code of
Ethics pursuant to Rule 17j-1. This Code of Ethics applies to the personal
investing activities of Trustees, officers, and certain employees ("access
persons"). Rule 17j-1 and the Code of Ethics are designed to prevent unlawful
practices in connection with the purchase or sale of securities by access
persons. Under the Code of Ethics, access persons are permitted to invest in
securities (including securities that may be purchased or held by a Fund), but
are required to report their personal securities transactions for monitoring
purposes. In addition, under the Trust's Code of Ethics, certain access persons
are required to obtain approval before investing in initial public offerings or
private placements. Copies of the Code of Ethics are on file with the SEC, and
are available to the public.

PROXY VOTING

The Board of Trustees of the Trust has delegated responsibility for decisions
regarding proxy voting for securities held by each Fund to TIM (with respect to
the Small Cap Equity Fund), and to Turner (with respect to the Emerging Growth
Fund). Turner will vote such proxies in accordance with their respective proxy
policies and procedures, which are included in Appendix B to this SAI.

Information regarding how the Trust voted proxies relating to portfolio
securities held by the Funds during the 12-month period ended June 30, 2008,
which was filed with the SEC on Form N-PX, is available without charge, upon
request, by calling 1-800-224-6312 or by writing to Turner Funds at 1205
Westlakes Drive, Suite 100, Berwyn, Pennsylvania 19312. The Trust's report on
Form N-PX is also available on the SEC's website at www.sec.gov.

Turner will generally not vote nor seek to recall for voting shares on loan in
connection with the Trust's securities lending program, unless it determined
that a particular vote was especially significant. Seeking to recall securities
in this limited circumstance may nevertheless be unsuccessful because of
operational difficulties relating to custody of the security in question that
are beyond Turner's control.

                                       42


CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of [__________], the following persons were the only persons who were record
owners (or to the knowledge of the Trust, beneficial owners) of 5% or more of
the shares of each Fund. The Trust believes that most of the shares referred to
below were held by the persons indicated in accounts for their fiduciary,
agency, or custodial customers.


--------------------------------- ------------------------------------------- -----------------
              FUND                             NAME AND ADDRESS                PERCENTAGE OF
                                             OF BENEFICIAL OWNER               FUND'S SHARES
--------------------------------- ------------------------------------------- -----------------
                                                                          
Turner Emerging Growth Fund-                                                    %
Investor Class Shares
--------------------------------- ------------------------------------------- -----------------
Turner Small Equity Fund -                                                      %
Investor Class Shares
--------------------------------- ------------------------------------------- -----------------


CUSTODIAN

PFPC Trust Company, 8800 Tinicum Boulevard, 4th Floor, Philadelphia, PA 19153,
acts as the custodian (the "Custodian") of the Trust. The Custodian holds cash,
securities and other assets of the Trust as required by the 1940 Act. PFPC may
appoint domestic and foreign sub-custodians from time to time to hold certain
securities purchased by the Trust and to hold cash for the Trust.

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

[_________], whose offices are located at [__________________], serves as the
Trust's independent registered public accounting firm.

LEGAL COUNSEL

Drinker Biddle & Reath LLP, located at One Logan Square, 18th and Cherry
Streets, Philadelphia, PA 19103, serves as counsel to the Trust.


                                       43


FINANCIAL STATEMENTS

The Trust's Financial Statements for the fiscal year ended September 30, 2008,
including [__________]'s Report of Independent Registered Public Accounting Firm
are included in the Trust's most recent Annual Report to Shareholders and are
incorporated into this SAI by reference. The Annual Report may be obtained free
of charge by calling the Trust at 1-800-224-6312 or by writing to Turner Funds,
P.O. Box 219805, Kansas City, MO 64121-9805. You may also obtain the Annual
Report, as well as other information about Turner Funds, from the EDGAR Database
on the SEC's website www.sec.gov.












                                       44


                                   APPENDIX A

                        DESCRIPTION OF SECURITIES RATINGS

SHORT-TERM CREDIT RATINGS

         A Standard & Poor's short-term issue credit rating is a current opinion
of the creditworthiness of an obligor with respect to a specific financial
obligation having an original maturity of no more than 365 days. The following
summarizes the rating categories used by Standard & Poor's for short-term
issues:

         "A-1" - Obligations are rated in the highest category and indicate that
the obligor's capacity to meet its financial commitment on the obligation is
strong. Within this category, certain obligations are designated with a plus
sign (+). This indicates that the obligor's capacity to meet its financial
commitment on these obligations is extremely strong.

         "A-2" - The obligor's capacity to meet its financial commitment on the
obligation is satisfactory. Obligations are somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in the higher rating categories.

         "A-3" - Obligor has adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the
obligation.

         "B" - An obligation is regarded as having significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation. Ratings of "B1", "B-2" and "B-3" may be assigned
to indicate finer distinction within the "B" category.

         "C" - Obligations are currently vulnerable to nonpayment and are
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation.

         "D" - Obligations are in payment default. This rating category is used
when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The "D" rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

         Local Currency and Foreign Currency Risks - Country risk considerations
are a standard part of Standard & Poor's analysis for credit ratings on any
issuer or issue. Currency of repayment is a key factor in this analysis. An
obligor's capacity to repay foreign currency obligations may be lower than its
capacity to repay obligations in its local currency due to the sovereign
government's own relatively lower capacity to repay external versus domestic
debt. These sovereign risk considerations are incorporated in the debt ratings

                                      A-1


assigned to specific issues. Foreign Currency issuer ratings are also
distinguished from local currency issuer ratings to identify those instances
where sovereign risks make them different for the same issuer.

         Moody's Investors Service ("Moody's") short-term ratings are opinions
of the ability of issuers to honor short-term financial obligations. Ratings may
be assigned to issuers, short-term programs or to individual short-term debt
instruments. Such obligations generally have an original maturity not exceeding
thirteen months, unless explicitly noted.

         Moody's employs the following designations to indicate the relative
repayment ability of rated issuers:

         "P-1" - Issuers (or supporting institutions) rated Prime-1 have a
superior ability to repay short-term debt obligations.

         "P-2" - Issuers (or supporting institutions) rated Prime-2 have a
strong ability to repay short-term debt obligations.

         "P-3" - Issuers (or supporting institutions) rated Prime-3 have an
acceptable ability to repay short-term obligations.

         "NP" - Issuers (or supporting institutions) rated Not Prime do not fall
within any of the Prime rating categories.


         Fitch, Inc. / Fitch Ratings Ltd. ("Fitch") short-term ratings scale
applies to foreign currency and local currency ratings. A short-term rating has
a time horizon of less than 13 months for most obligations, or up to three years
for U.S. public finance, in line with industry standards, to reflect unique risk
characteristics of bond, tax, and revenue anticipation notes that are commonly
issued with terms up to three years. Short-term ratings thus place greater
emphasis on the liquidity necessary to meet financial commitments in a timely
manner. The following summarizes the rating categories used by Fitch for
short-term obligations:

         "F1" - Securities possess the highest credit quality. This designation
indicates the strongest capacity for timely payment of financial commitments;
may have an added "+" to denote any exceptionally strong credit feature.

         "F2" - Securities possess good credit quality. This designation
indicates a satisfactory capacity for timely payment of financial commitments,
but the margin of safety is not as great as in the case of the higher ratings.

         "F3" - Securities possess fair credit quality. This designation
indicates that the capacity for timely payment of financial commitments is
adequate; however, near term adverse changes could result in a reduction to non
investment grade.

                                      A-2


         "B" - Securities possess speculative credit quality. This designation
indicates minimal capacity for timely payment of financial commitments, plus
vulnerability to near term adverse changes in financial and economic conditions.

         "C" - Securities possess high default risk. Default is a real
possibility. This designation indicates a capacity for meeting financial
commitments which is solely reliant upon a sustained, favorable business and
economic environment.

         "D" - Indicates an entity or sovereign that has defaulted on all of its
financial obligations.

         "NR" - This designation indicates that Fitch does not publicly rate the
associated issue or issuer.

         "WD" - This designation indicates that the rating has been withdrawn
and is no longer maintained by Fitch.

         The following summarizes the ratings used by Dominion Bond Rating
Service Limited ("DBRS") for commercial paper and short-term debt:

         "R-1 (high)" - Short-term debt rated "R-1 (high)" is of the highest
credit quality, and indicates an entity possessing unquestioned ability to repay
current liabilities as they fall due. Entities rated in this category normally
maintain strong liquidity positions, conservative debt levels, and profitability
that is both stable and above average. Companies achieving an "R-1 (high)"
rating are normally leaders in structurally sound industry segments with proven
track records, sustainable positive future results, and no substantial
qualifying negative factors. Given the extremely tough definition DBRS has
established for an "R-1 (high)", few entities are strong enough to achieve this
rating.

         "R-1 (middle)" - Short-term debt rated "R-1 (middle)" is of superior
credit quality and, in most cases, ratings in this category differ from "R-1
(high)" credits by only a small degree. Given the extremely tough definition
DBRS has established for the "R-1 (high)" category, entities rated "R-1
(middle)" are also considered strong credits, and typically exemplify above
average strength in key areas of consideration for the timely repayment of
short-term liabilities.

         "R-1 (low)" - Short-term debt rated "R-1 (low)" is of satisfactory
credit quality. The overall strength and outlook for key liquidity, debt and
profitability ratios is not normally as favorable as with higher rating
categories, but these considerations are still respectable. Any qualifying
negative factors that exist are considered manageable, and the entity is
normally of sufficient size to have some influence in its industry.

         "R-2 (high)" - Short-term debt rated "R-2 (high)" is considered to be
at the upper end of adequate credit quality. The ability to repay obligations as
they mature remains acceptable, although the overall strength and outlook for
key liquidity, debt, and profitability ratios is not as strong as credits rated
in the "R-1 (low)" category. Relative to the latter category, other shortcomings
often include areas such as stability, financial flexibility, and the relative
size and market position of the entity within its industry.

                                      A-3


         "R-2 (middle)" - Short-term debt rated "R-2 (middle)" is considered to
be of adequate credit quality. Relative to the "R-2 (high)" category, entities
rated "R-2 (middle)" typically have some combination of higher volatility,
weaker debt or liquidity positions, lower future cash flow capabilities, or are
negatively impacted by a weaker industry. Ratings in this category would be more
vulnerable to adverse changes in financial and economic conditions.

         "R-2 (low)" - Short-term debt rated "R-2 (low)" is considered to be at
the lower end of adequate credit quality, typically having some combination of
challenges that are not acceptable for an "R-2 (middle)" credit. However, "R-2
(low)" ratings still display a level of credit strength that allows for a higher
rating than the "R-3" category, with this distinction often reflecting the
issuer's liquidity profile.

         "R-3" - Short-term debt rated "R-3" is considered to be at the lowest
end of adequate credit quality, one step up from being speculative. While not
yet defined as speculative, the R-3 category signifies that although repayment
is still expected, the certainty of repayment could be impacted by a variety of
possible adverse developments, many of which would be outside the issuer's
control. Entities in this area often have limited access to capital markets and
may also have limitations in securing alternative sources of liquidity,
particularly during periods of weak economic conditions.

         "R-4" - Short-term debt rated R-4 is speculative. R-4 credits tend to
have weak liquidity and debt ratios, and the future trend of these ratios is
also unclear. Due to its speculative nature, companies with R-4 ratings would
normally have very limited access to alternative sources of liquidity. Earnings
and cash flow would typically be very unstable, and the level of overall
profitability of the entity is also likely to be low. The industry environment
may be weak, and strong negative qualifying factors are also likely to be
present.

         "R-5" - Short-term debt rated R-5 is highly speculative. There is a
reasonably high level of uncertainty as to the ability of the entity to repay
the obligations on a continuing basis in the future, especially in periods of
economic recession or industry adversity. In some cases, short term debt rated
R-5 may have challenges that if not corrected, could lead to default.

         "D" - A security rated "D" implies the issuer has either not met a
scheduled payment or the issuer has made it clear that it will be missing such a
payment in the near future. In some cases, DBRS may not assign a "D" rating
under a bankruptcy announcement scenario, as allowances for grace periods may
exist in the underlying legal documentation. Once assigned, the "D" rating will
continue as long as the missed payment continues to be in arrears, and until
such time as the rating is discontinued or reinstated by DBRS.

                                      A-4


LONG-TERM CREDIT RATINGS

         The following summarizes the ratings used by Standard & Poor's for
long-term issues:

         "AAA" - An obligation rated "AAA" has the highest rating assigned by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is extremely strong.

         "AA" - An obligation rated "AA" differs from the highest-rated
obligations only to a small degree. The obligor's capacity to meet its financial
commitment on the obligation is very strong.

         "A" - An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the obligor's capacity to meet
its financial commitment on the obligation is still strong.

         "BBB" - An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

         Obligations rated "BB," "B," "CCC," "CC" and "C" are regarded as having
significant speculative characteristics. "BB" indicates the least degree of
speculation and "C" the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

         "BB" - An obligation rated "BB" is less vulnerable to nonpayment than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could lead
to the obligor's inadequate capacity to meet its financial commitment on the
obligation.

         "B" - An obligation rated "B" is more vulnerable to nonpayment than
obligations rated "BB," but the obligor currently has the capacity to meet its
financial commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

         "CCC" - An obligation rated "CCC" is currently vulnerable to
nonpayment, and is dependent upon favorable business, financial and economic
conditions for the obligor to meet its financial commitment on the obligation.
In the event of adverse business, financial, or economic conditions, the obligor
is not likely to have the capacity to meet its financial commitment on the
obligation.

         "CC" - An obligation rated "CC" is currently highly vulnerable to
nonpayment.

         "C" - A subordinated debt or preferred stock obligation rated "C" is
currently highly vulnerable to nonpayment, obligations that have payment
arrearages allowed by the terms of the documents, or obligations of an issuer
that is the subject of a bankruptcy petition or similar action which have not

                                      A-5


experienced a payment default. The "C" rating may be assigned to subordinated
debt, preferred stock or other obligations on which cash payments may have been
suspended in accordance with the instrument's terms.

         "D" - An obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition or the taking
of a similar action if payments on an obligation are jeopardized.

         Plus (+) or minus (-) - The ratings from "AA" to "CCC" may be modified
by the addition of a plus (+) or minus (-) sign to show relative standing within
the major rating categories.

         "NR" - This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.

         Local Currency and Foreign Currency Risks - Country risk considerations
are a standard part of Standard & Poor's analysis for credit ratings on any
issuer or issue. Currency of repayment is a key factor in this analysis. An
obligor's capacity to repay foreign currency obligations may be lower than its
capacity to repay obligations in its local currency due to the sovereign
government's own relatively lower capacity to repay external versus domestic
debt. These sovereign risk considerations are incorporated in the debt ratings
assigned to specific issues. Foreign currency issuer ratings are also
distinguished from local currency issuer ratings to identify those instances
where sovereign risks make them different for the same issuer.

         The following summarizes the ratings used by Moody's for long-term
debt:

         "Aaa" - Obligations rated "Aaa" are judged to be of the highest
quality, with minimal credit risk.

         "Aa" - Obligations rated "Aa" are judged to be of high quality and are
subject to very low credit risk.

         "A" - Obligations rated "A" are considered upper-medium grade and are
subject to low credit risk.

         "Baa" - Obligations rated "Baa" are subject to moderate credit risk.
They are considered medium-grade and as such may possess certain speculative
characteristics.

         "Ba" - Obligations rated "Ba" are judged to have speculative elements
and are subject to substantial credit risk.

         "B" - Obligations rated "B" are considered speculative and are subject
to high credit risk.

                                      A-6


         "Caa" - Obligations rated "Caa" are judged to be of poor standing and
are subject to very high credit risk.

         "Ca" - Obligations rated "Ca" are highly speculative and are likely in,
or very near, default, with some prospect of recovery of principal and interest.

         "C" - Obligations rated "C" are the lowest rated class of bonds and are
typically in default, with little prospect for recovery of principal or
interest.

         Note: Moody's appends numerical modifiers 1, 2, and 3 to each generic
rating classification from "Aa" through "Caa." The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.

         The following summarizes long-term ratings used by Fitch:

         "AAA" - Securities considered to be of the highest credit quality.
"AAA" ratings denote the lowest expectation of credit risk. They are assigned
only in case of exceptionally strong capacity for payment of financial
commitments. This capacity is highly unlikely to be adversely affected by
foreseeable events.

         "AA" - Securities considered to be of very high credit quality. "AA"
ratings denote expectations of very low credit risk. They indicate very strong
capacity for timely payment of financial commitments. This capacity is not
significantly vulnerable to foreseeable events.

         "A" - Securities considered to be of high credit quality. "A" ratings
denote expectations of low credit risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more
vulnerable to changes in circumstances or in economic conditions than is the
case for higher ratings.

         "BBB" - Securities considered to be of good credit quality. "BBB"
ratings indicate that there are currently expectations of low credit risk. The
capacity for payment of financial commitments is considered adequate but adverse
changes in circumstances and economic conditions are more likely to impair this
capacity. This is the lowest investment grade category.

         "BB" - Securities considered to be speculative. "BB" ratings indicate
that there is a possibility of credit risk developing, particularly as the
result of adverse economic change over time; however, business or financial
alternatives may be available to allow financial commitments to be met.
Securities rated in this category are not investment grade.

         "B" - Securities considered to be highly speculative. "B" ratings
indicate that significant credit risk is present, but a limited margin of safety
remains. Financial commitments are currently being met; however, capacity for
continued payment is contingent upon a sustained, favorable business and
economic environment.

                                      A-7


         "CCC," "CC" and "C" - Securities have high default risk. Default is a
real possibility, and capacity for meeting financial commitments is solely
reliant upon sustained, favorable business or economic developments. A "CC"
rating indicates that default of some kind appears probable. "C" ratings signal
imminent default.

         "RD" - Indicates an entity has failed to make due payments (within the
applicable grace period) on some but not all material financial obligations, but
continues to honor other classes of obligations.

         "D" - Indicates an entity or sovereign that has defaulted on all of its
financial obligations.

         Plus (+) or minus (-) may be appended to a rating to denote relative
status within major rating categories. Such suffixes are not added to the "AAA"
category or to categories below "CCC".

         "NR" indicates that Fitch does not publicly rate the associated issue
or issuer.

         The following summarizes the ratings used by DBRS for long-term debt:

         "AAA" - Long-term debt rated "AAA" is of the highest credit quality,
with exceptionally strong protection for the timely repayment of principal and
interest. Earnings are considered stable, the structure of the industry in which
the entity operates is strong, and the outlook for future profitability is
favorable. There are few qualifying factors present which would detract from the
performance of the entity. The strength of liquidity and coverage ratios is
unquestioned and the entity has established a creditable track record of
superior performance. Given the extremely high standard which DBRS has set for
this category, few entities are able to achieve an "AAA" rating.

         "AA" - Long-term debt rated "AA" is of superior credit quality, and
protection of interest and principal is considered high. In many cases they
differ from long-term debt rated "AAA" only to a small degree. Given the
extremely restrictive definition DBRS has for the "AAA" category, entities rated
"AA" are also considered to be strong credits, typically exemplifying
above-average strength in key areas of consideration and unlikely to be
significantly affected by reasonably foreseeable events.

         "A" - Long-term debt rated "A" is of satisfactory credit quality.
Protection of interest and principal is still substantial, but the degree of
strength is less than that of "AA" rated entities. While "A" is a respectable
rating, entities in this category are considered to be more susceptible to
adverse economic conditions and have greater cyclical tendencies than
higher-rated securities.

         "BBB" - Long-term debt rated "BBB" is of adequate credit quality.
Protection of interest and principal is considered acceptable, but the entity is
fairly susceptible to adverse changes in financial and economic conditions, or
there may be other adverse conditions present which reduce the strength of the
entity and its rated securities.

                                      A-8


         "BB" - Long-term debt rated "BB" is defined to be speculative and
non-investment grade, where the degree of protection afforded interest and
principal is uncertain, particularly during periods of economic recession.
Entities in the "BB" range typically have limited access to capital markets and
additional liquidity support. In many cases, deficiencies in critical mass,
diversification, and competitive strength are additional negative
considerations.

         "B" - Long-term debt rated "B" is highly speculative and there is a
reasonably high level of uncertainty as to the ability of the entity to pay
interest and principal on a continuing basis in the future, especially in
periods of economic recession or industry adversity.

         "CCC", CC" and "C" -Long-term debt rated in any of these categories is
very highly speculative and is in danger of default of interest and principal.
The degree of adverse elements present is more severe than long-term debt rated
"B." Long-term debt rated below "B" often has features which, if not remedied,
may lead to default. In practice, there is little difference between these three
categories, with "CC" and "C" normally used for lower ranking debt of companies
for which the senior debt is rated in the "CCC" to "B" range.

         "D" - A security rated "D" implies the issuer has either not met a
scheduled payment of interest or principal or that the issuer has made it clear
that it will miss such a payment in the near future. In some cases, DBRS may not
assign a "D" rating under a bankruptcy announcement scenario, as allowances for
grace periods may exist in the underlying legal documentation. Once assigned,
the "D" rating will continue as long as the missed payment continues to be in
arrears, and until such time as the rating is suspended, discontinued or
reinstated by DBRS.

         ("high", "low") - Each rating category is denoted by the subcategories
"high" and "low". The absence of either a "high" or "low" designation indicates
the rating is in the "middle" of the category. The "AAA" and "D" categories do
not utilize "high", "middle", and "low" as differential grades.

MUNICIPAL NOTE RATINGS

         A Standard & Poor's U.S. municipal note rating reflects the liquidity
factors and market access risks unique to notes. Notes due in three years or
less will likely receive a note rating. Notes maturing beyond three years will
most likely receive a long-term debt rating. The following criteria will be used
in making that assessment:

          o    Amortization schedule-the larger the final maturity relative to
               other maturities, the more likely it will be treated as a note;
               and

          o    Source of payment-the more dependent the issue is on the market
               for its refinancing, the more likely it will be treated as a
               note.

         Note rating symbols are as follows:

                                      A-9


         "SP-1" - The issuers of these municipal notes exhibit a strong capacity
to pay principal and interest. Those issues determined to possess a very strong
capacity to pay debt service are given a plus (+) designation.

         "SP-2" - The issuers of these municipal notes exhibit a satisfactory
capacity to pay principal and interest, with some vulnerability to adverse
financial and economic changes over the term of the notes.

         "SP-3" - The issuers of these municipal notes exhibit speculative
capacity to pay principal and interest.

         Moody's uses three rating categories for short-term municipal
obligations that are considered investment grade. These ratings are designated
as Municipal Investment Grade ("MIG") and are divided into three levels -
"MIG-1" through "MIG-3". In addition, those short-term obligations that are of
speculative quality are designated "SG", or speculative grade. MIG ratings
expire at the maturity of the obligation. The following summarizes the ratings
used by Moody's for these short-term obligations:

         "MIG-1" - This designation denotes superior credit quality. Excellent
protection is afforded by established cash flows, highly reliable liquidity
support, or demonstrated broad-based access to the market for refinancing.

         "MIG-2" - This designation denotes strong credit quality. Margins of
protection are ample, although not as large as in the preceding group.

         "MIG-3" - This designation denotes acceptable credit quality. Liquidity
and cash-flow protection may be narrow, and market access for refinancing is
likely to be less well-established.

         "SG" - This designation denotes speculative-grade credit quality. Debt
instruments in this category may lack sufficient margins of protection.

         In the case of variable rate demand obligations ("VRDOs"), a
two-component rating is assigned; a long or short-term debt rating and a demand
obligation rating. The first element represents Moody's evaluation of the degree
of risk associated with scheduled principal and interest payments. The second
element represents Moody's evaluation of the degree of risk associated with the
ability to receive purchase price upon demand ("demand feature"), using a
variation of the MIG rating scale, the Variable Municipal Investment Grade or
"VMIG" rating.

         When either the long- or short-term aspect of a VRDO is not rated, that
piece is designated "NR", e.g., "Aaa/NR" or "NR/VMIG-1".

         VMIG rating expirations are a function of each issue's specific
structural or credit features.

                                      A-10


         "VMIG-1" - This designation denotes superior credit quality. Excellent
protection is afforded by the superior short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely
payment of purchase price upon demand.

         "VMIG-2" - This designation denotes strong credit quality. Good
protection is afforded by the strong short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.

         "VMIG-3" - This designation denotes acceptable credit quality. Adequate
protection is afforded by the satisfactory short-term credit strength of the
liquidity provider and structural and legal protections that ensure the timely
payment of purchase price upon demand.

         "SG" - This designation denotes speculative-grade credit quality.
Demand features rated in this category may be supported by a liquidity provider
that does not have an investment grade short-term rating or may lack the
structural and/or legal protections necessary to ensure the timely payment of
purchase price upon demand.

         Fitch uses the same ratings for municipal securities as described above
for other short-term credit ratings.

ABOUT CREDIT RATINGS

A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial obligation,
a specific class of financial obligations, or a specific financial program
(including ratings on medium-term note programs and commercial paper programs).
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation and takes into account the
currency in which the obligation is denominated. The opinion evaluates the
obligor's capacity and willingness to meet its financial commitments as they
come due, and may assess terms, such as collateral security and subordination,
which could affect ultimate payment in the event of default. The issue credit
rating is not a recommendation to purchase, sell, or hold a financial
obligation, inasmuch as it does not comment as to market price or suitability
for a particular investor.

Moody's credit ratings must be construed solely as statements of opinion and not
as statements of fact or recommendations to purchase, sell or hold any
securities.

Fitch's credit ratings provide an opinion on the relative ability of an entity
to meet financial commitments, such as interest, preferred dividends, repayment
of principal, insurance claims or counterparty obligations. Fitch credit ratings
are used by investors as indications of the likelihood of receiving their money
back in accordance with the terms on which they invested. Fitch's credit ratings
cover the global spectrum of corporate, sovereign (including supranational and
sub-national), financial, bank, insurance, municipal and other public finance
entities and the securities or other obligations they issue, as well as
structured finance securities backed by receivables or other financial assets.

DBRS credit ratings are opinions based on the quantitative and qualitative
analysis of information sourced and received by DBRS, which information is not
audited or verified by DBRS. Ratings are not buy, hold or sell recommendations
and they do not address the market price of a security. Ratings may be upgraded,
downgraded, placed under review, confirmed and discontinued.

                                      A-11


                                   APPENDIX B

                      PROXY VOTING POLICIES AND PROCEDURES

Turner Investment Partners, Inc., as well as its investment advisory affiliate,
Turner Investment Management LLC (collectively, Turner), act as fiduciaries in
relation to their clients and the assets entrusted by them to their management.
Where the assets placed in Turner's care include shares of corporate stock, and
except where the client has expressly reserved to itself or another party the
duty to vote proxies, it is Turner's duty as a fiduciary to vote all proxies
relating to such shares.

Duties with Respect to Proxies:

Turner has an obligation to vote all proxies appurtenant to shares of corporate
stock owned by its client accounts in the best interests of those clients. In
voting these proxies, Turner may not be motivated by, or subordinate the
client's interests to, its own objectives or those of persons or parties
unrelated to the client. Turner will exercise all appropriate and lawful care,
skill, prudence and diligence in voting proxies, and shall vote all proxies
relating to shares owned by its client accounts and received by Turner. Turner
shall not be responsible, however, for voting proxies that it does not receive
in sufficient time to respond.

Delegation:

In order to carry out its responsibilities in regard to voting proxies, Turner
must track all shareholder meetings convened by companies whose shares are held
in Turner client accounts, identify all issues presented to shareholders at such
meetings, formulate a principled position on each such issue and ensure that
proxies pertaining to all shares owned in client accounts are voted in
accordance with such determinations.

Consistent with these duties, Turner has delegated certain aspects of the proxy
voting process to Institutional Shareholder Services, and its Proxy Voter
Services (PVS) subsidiary. PVS is a separate investment adviser registered under
the Investment Advisers Act of 1940, as amended. Under an agreement entered into
with Turner, PVS has agreed to vote proxies in accordance with recommendations
developed by PVS and overseen by Turner, except in those instances where Turner
has provided it with different direction.

Review and Oversight:

Turner has reviewed the methods used by PVS to identify and track shareholder
meetings called by publicly traded issuers throughout the United States and
around the globe. Turner has satisfied itself that PVS operates a system
reasonably designed to identify all such meetings and to provide Turner with
timely notice of the date, time and place of such meetings. Turner has further
reviewed the principles and procedures employed by PVS in making recommendations
on voting proxies on each issue presented, and has satisfied itself that PVS's
recommendations are: (i) based upon an appropriate level of diligence and
research, and (ii) designed to further the interests of shareholders and not

                                      B-1


serve other unrelated or improper interests. Turner, either directly or through
its duly-constituted Proxy Committee, shall review its determinations as to PVS
at least annually.

Notwithstanding its belief that PVS's recommendations are consistent with the
best interests of shareholders and appropriate to be implemented for Turner's
client accounts, Turner has the right and the ability to depart from a
recommendation made by PVS as to a particular vote, slate of candidates or
otherwise, and can direct PVS to vote all or a portion of the shares owned for
client accounts in accordance with Turner's preferences. PVS is bound to vote
any such shares subject to that direction in strict accordance with all such
instructions. Turner, through its Proxy Committee, reviews on a regular basis
the overall shareholder meeting agenda, and seeks to identify shareholder votes
that warrant further review based upon either (i) the total number of shares of
a particular company stock that Turner holds for its clients accounts, or (ii)
the particular subject matter of a shareholder vote, such as board independence
or shareholders' rights issues. In determining whether to depart from a PVS
recommendation, the Turner Proxy Committee looks to its view of the best
interests of shareholders, and provides direction to PVS only where in Turner's
view departing from the PVS recommendation appears to be in the best interests
of Turner's clients as shareholders. The Proxy Committee keeps minutes of its
determinations in this regard.

Conflicts of Interest:

Turner stock is not publicly traded, and Turner is not otherwise affiliated with
any issuer whose shares are available for purchase by client accounts. Further,
no Turner affiliate currently provides brokerage, underwriting, insurance,
banking or other financial services to issuers whose shares are available for
purchase by client accounts.

Where a client of Turner is a publicly traded company in its own right, Turner
may be restricted from acquiring that company's securities for the client's
benefit. Further, while Turner believes that any particular proxy issues
involving companies that engage Turner, either directly or through their pension
committee or otherwise, to manage assets on their behalf, generally will not
present conflict of interest dangers for the firm or its clients, in order to
avoid even the appearance of a conflict of interest, the Proxy Committee will
determine, by surveying the Firm's employees or otherwise, whether Turner, an
affiliate or any of their officers has a business, familial or personal
relationship with a participant in a proxy contest, the issuer itself or the
issuer's pension plan, corporate directors or candidates for directorships. In
the event that any such relationship is found to exist, the Proxy Committee will
take appropriate steps to ensure that any such relationship (or other potential
conflict of interest), does not influence Turner's or the Committee's decision
to provide direction to PVS on a given vote or issue. Further to that end,
Turner will adhere to all recommendations made by PVS in connection with all
shares issued by such companies and held in Turner client accounts, and, absent
extraordinary circumstances that will be documented in writing, will not subject
any such proxy to special review by the Proxy Committee. Turner will seek to
resolve any conflicts of interests that may arise prior to voting proxies in a
manner that reflects the best interests of its clients.

                                      B-2


Securities Lending:

Turner will generally not vote nor seek to recall in order to vote shares on
loan in connection with client administered securities lending programs, unless
it determines that a vote is particularly significant. Seeking to recall
securities in order to vote them even in these limited circumstances may
nevertheless not result in Turner voting the shares because the securities are
unable to be recalled in time from the party with custody of the securities, or
for other reasons beyond Turner's control.

Obtaining Proxy Voting Information:

To obtain information on how Turner voted proxies, please contact:

Andrew Mark, Director of Operations
and Technology Administration
c/o Turner Investment Partners, Inc.
1205 Westlakes Drive, Suite 100
Berwyn, PA 19312

Recordkeeping:

Turner shall retain its (i) proxy voting policies and procedures; (ii) proxy
statements received regarding client statements; (iii) records or votes it casts
on behalf of clients; (iv) records of client requests for proxy voting
information, and (v) any documents prepared by Turner that are material in
making a proxy voting decision. Such records may be maintained with a third
party, such as PVS, that will provide a copy of the documents promptly upon
request.


Adopted:  July 1, 2003

Last revised:     April 1, 2007



                                      B-3



                            PART C: OTHER INFORMATION

ITEM 23.  EXHIBITS

         (a)(1)     Agreement and Declaration of Trust of the Registrant dated
                    January 26, 1996 is incorporated by reference to Exhibit 1
                    of the Registrant's Registration Statement as filed on
                    February 1, 1996.

         (a)(2)     Certificate of Amendment to Agreement and Declaration of
                    Trust dated March 28, 1997 is incorporated by reference to
                    Exhibit 1(a) of the Registrant's Post-Effective Amendment
                    No. 5 as filed on April 10, 1997.

         (a)(3)     Certificate of Amendment to the Agreement and Declaration of
                    Trust dated August 17, 2001 is incorporated by reference to
                    Exhibit a(3) of the Registrant's Post-Effective Amendment
                    No. 21 as filed on January 28, 2002.

         (b)        By-Laws are incorporated by reference to Exhibit 2 of the
                    Registrant's Registration Statement as filed on February 1,
                    1996.

         (c)        Not applicable.

         (d)(1)     Investment Advisory Agreement between the Registrant and
                    Turner Investment Partners, Inc. is incorporated by
                    reference to Exhibit 5(a) of the Registrant's Post-Effective
                    Amendment No. 4 as filed on January 28, 1997.

         (d)(2)     Investment Advisory Agreement between Registrant and Turner
                    Investment Partners, Inc. is incorporated by reference to
                    Exhibit d(4) of the Registrant's Post-Effective Amendment
                    No. 12 as filed on November 16, 1998.

         (d)(3)     Form of Amended and Restated Investment Management Agreement
                    between the Registrant and Turner Investment Management LLC
                    is incorporated by reference to Exhibit (d)(3) of the
                    Registrant's Post-Effective Amendment No. 43 as filed on
                    November 17, 2006.

         (d)(4)     Amended Schedule A to the Investment Advisory Agreement
                    between the Registrant and Turner Investment Partners, Inc.
                    is incorporated by reference to Exhibit (d)(4) of the
                    Registrant's Post-Effective Amendment No. 39 as filed on
                    July 25, 2005.

         (d)(5)     Amendment to Schedule A to the Investment Advisory Agreement
                    between the Registrant and Turner Investment Partners, Inc.
                    is incorporated by reference to Exhibit (d)(5) of the
                    Registrant's Post-Effective Amendment No. 38 as filed on May
                    31, 2005.

         (d)(6)     Amendment to Schedule A to the Investment Advisory Agreement
                    between the Registrant and Turner Investment Partners, Inc.
                    is incorporated by reference to Exhibit (d)(6) of the
                    Registrant's Post-Effective Amendment No. 44 as filed on
                    November 17, 2006.


         (d)(7)     Contractual fee reduction commitment letter by Turner
                    Investment Partners, Inc. is incorporated by reference to
                    Exhibit (d)(7) of the Registrant's Post-Effective Amendment
                    No. 50 as filed on January 25, 2008.

         (d)(8)     Amendment to Schedule A to the Investment Advisory Agreement
                    between the Registrant and Turner Investment Partners, Inc.
                    is incorporated by reference to Exhibit (d)(8) of the
                    Registrant's Post-Effective Amendment No. 53 as filed on
                    April 21, 2008.

         (e)        Distribution Agreement between the Registrant and SEI
                    Investments Distribution Co. is incorporated by reference to
                    Exhibit (e) of the Registrant's Post-Effective Amendment No.
                    42 as filed on January 27, 2006.

         (f)        Not applicable.

         (g)(1)     Custodian Agreement between the Registrant and PFPC Trust
                    Company is incorporated by reference to Exhibit (g) of the
                    Registrant's Post-Effective Amendment No. 32 as filed on
                    January 28, 2003.

         (g)(2)     Amended Schedule A to the Custodian Agreement between the
                    Registrant and PFPC Trust Company is incorporated by
                    reference to Exhibit (g)(2) of the Registrant's
                    Post-Effective Amendment No. 43 as filed on November 17,
                    2006.

         (g)(3)     Amendment to the Custodian Agreement between the Registrant
                    and PFPC Trust Company is incorporated by reference to
                    Exhibit (g)(3) of the Registrant's Post-Effective Amendment
                    No. 50 as filed on January 25, 2008.

         (h)(1)     Amended and Restated Administration Agreement between the
                    Registrant and Turner Investment Partners, Inc. is
                    incorporated by reference to Exhibit (h)(1) of the
                    Registrant's Post-Effective Amendment No. 51 as filed on
                    February 22, 2008.

          (h)(2)    Sub-Administration Agreement between Turner Investment
                    Partners, Inc., and SEI Investments Mutual Fund Services is
                    incorporated by reference to Exhibit h(2) of the
                    Registrant's Post-Effective Amendment No. 21 as filed on
                    January 28, 2002.

         (h)(3)     Transfer Agency Agreement between the Registrant and DST
                    Systems, Inc. is incorporated by reference to Exhibit h(3)
                    of the Registrant's Post-Effective Amendment No. 11 as filed
                    on January 23, 1998.

         (h)(4)     Contractual Fee/Expense Waiver Agreement between the
                    Registrant and Turner Investment Partners, Inc. relating to
                    the Core Growth 130/30 Fund, the Quantitative Broad Market
                    Equity Fund and Institutional Shares of the Midcap Growth
                    Fund is incorporated by reference to Exhibit (h)(4) of the
                    Registrant's Post-Effective Amendment No. 53 as filed on
                    April 21, 2008.

         (h)(5)     Contractual Fee/Expense Waiver Agreement by and among the
                    Registrant, Turner Investment Partners, Inc. and Turner
                    Investment Management LLC is incorporated by reference to
                    Exhibit (h)(5) of the Registrant's Post-Effective Amendment
                    No. 50 as filed on January 25, 2008.




          (h)(6)    Contractual Fee/Expense Waiver Agreement between the
                    Registrant and Turner Investment Partners, Inc. relating to
                    the Core Growth 130/30 Fund and the Quantitative Broad
                    Market Equity Fund is incorporated by reference to Exhibit
                    (h)(6) of the Registrant's Post-Effective Amendment No. 55
                    as filed on June 16, 2008.

         (h)(7)     Contractual Fee/Expense Waiver Agreement between the
                    Registrant and Turner Investment Partners, Inc. relating to
                    Investor Class Shares of the Turner International Core
                    Growth Fund and the Turner Quantitative Large Cap Value Fund
                    is incorporated by reference to Exhibit (h)(7) of the
                    Registrant's Post-Effective Amendment No. 57 as filed on
                    October 27, 2008.

         (h)(8)     Contractual Fee/Expense Waiver Agreement by and among the
                    Registrant, Turner Investment Partners, Inc. and Turner
                    Investment Management LLC relating to Institutional Class
                    Shares of the Turner Emerging Growth Fund and Turner Small
                    Cap Equity Fund (to be filed by amendment).

         (i)(1)     Opinion of Counsel is incorporated by reference to Exhibit
                    (i) of the Registrant's Post-Effective Amendment No. 33 as
                    filed on January 27, 2004.

         (i)(2)     Opinion of Counsel with respect to Class I Shares of the
                    Turner Core Growth Fund is incorporated by reference to
                    Exhibit (i) of the Registrant's Post-Effective Amendment No.
                    36 as filed on January 31, 2005.

         (i)(3)     Opinion of Counsel with respect to Class II Shares of the
                    Turner Core Growth Fund is incorporated by reference to
                    Exhibit (i) of the Registrant's Post-Effective Amendment No.
                    40 as filed on July 27, 2005.

         (i)(4)     Opinion of Counsel with respect to Class I Shares of the
                    Turner Large Cap Value Fund is incorporated by reference to
                    Exhibit (i) of the Registrant's Post-Effective Amendment No.
                    41 as filed on October 7, 2005.

         (i)(5)     Opinion of Counsel with respect to Class II (the "Investor
                    Class") Shares of the Turner Large Cap Growth Fund is
                    incorporated by reference to Exhibit (i) of the Registrant's
                    Post-Effective Amendment No. 47 as filed on January 26,
                    2007.

         (i)(6)     Opinion of Counsel with respect to Classes I and II (to be
                    known, respectively, as the "Institutional Class" and
                    "Investor Class") of the Turner Midcap Equity Fund, is
                    incorporated by reference to Exhibit (i) of the Registrant's
                    Post-Effective Amendment No. 48 as filed on January 26,
                    2007.

         (i)(7)     Opinion of Counsel with respect to Class I (the
                    "Institutional Class") of the Turner International Core
                    Growth Fund is incorporated by reference to Exhibit (i) of
                    the Registrant's Post-Effective Amendment No. 49 as filed on
                    January 26, 2007.

         (i)(8)     Opinion of Counsel with respect to Class III (the
                    "Institutional Class") of the Turner Midcap Growth Fund is
                    incorporated by reference to Exhibit (i)(8) of the
                    Registrant's Post-Effective Amendment No. 53 as filed on
                    April 21, 2008.





         (i)(9)     Opinion of Counsel with respect to Classes I (the
                    "Institutional Class") and II (the "Investor Class") of the
                    Turner Core Growth 130/30 Fund and the Turner Quantitative
                    Broad Market Equity Fund is incorporated by reference to
                    Exhibit (i)(9) of the Registrant's Post-Effective Amendment
                    No. 55 as filed on June 16, 2008.

         (i)(10)    Opinion of Counsel with respect to Class II (the "Investor
                    Class") of the Turner International Core Growth Fund and the
                    Turner Quantitative Large Cap Value Fund is incorporated by
                    reference to Exhibit (i)(10) of the Registrant's
                    Post-Effective Amendment No. 57 as filed on October 27,
                    2008.

         (i)(11)    Opinion of Counsel with respect to Class II (the
                    "Institutional Class") of the Turner Emerging Growth Fund
                    and Class I (the "Institutional Class") of the Turner Small
                    Cap Equity Fund (to be filed by amendment).

         (j)(1)     Consent of Drinker Biddle & Reath LLP (to be filed by
                    amendment).

         (j)(2)     Consent of Independent Registered Public Accounting Firm (to
                    be filed by amendment).

         (k)        Not applicable.

         (l)        Not applicable.

         (m)(1)     Amended and Restated Rule 12b-1 plan is incorporated by
                    reference to Exhibit (m)(1) of the Registrant's
                    Post-Effective Amendment No. 45 as filed on November 30,
                    2006.

         (n)(1)     Amended Rule 18f-3 Plan is incorporated by reference to
                    Exhibit (n)(1) of Registrant's Post-Effective Amendment No.
                    51 as filed on February 22, 2008.

         (o)        Reserved.

         (p)(1)     Code of Ethics for the Registrant is incorporated by
                    reference to Exhibit (p)(1) of the Registrant's
                    Post-Effective Amendment No. 16 as filed on March 31, 2000.

         (p)(2)     Revised Code of Ethics for Turner Investment Partners, Inc.
                    and Turner Investment Management LLC is incorporated by
                    reference to Exhibit (p)(2) of the Registrant's
                    Post-Effective Amendment No. 38 as filed on May 31, 2005.

         (q)        Powers of Attorney of Alfred C. Salvato, Janet F. Sansone,
                    Robert E. Turner and John T. Wholihan are filed herewith.

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT:

See the Prospectus and the Statement of Additional Information regarding the
Registrant's control relationships.





ITEM 25.  INDEMNIFICATION:

Article VIII of the Agreement and Declaration of Trust, which is incorporated by
reference to Exhibit 1 of the Registration Statement, provides for the
indemnification of the Registrant's Trustees and officers.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to trustees, directors, officers and controlling persons
of the Registrant pursuant to the Declaration of Trust or otherwise, the
Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS:

TURNER INVESTMENT PARTNERS, INC. AND TURNER INVESTMENT MANAGEMENT LLC

Turner Investment Partners, Inc. and Turner Investment Management LLC
(collectively, "Turner") performs investment advisory services for the
Registrant and certain other accounts. Set forth below are the names, businesses
and business addresses of certain directors, officer and partners of Turner.





TURNER INVESTMENT PARTNERS, INC.


------------------------------------- ----------------------------------- -----------------------------------
   NAME AND POSITION WITH COMPANY               OTHER COMPANY                POSITION WITH OTHER COMPANY
------------------------------------- ----------------------------------- -----------------------------------
                                                                    
THOMAS R. TRALA                       Turner Funds                        President
Chief Financial and Operating
Officer, Secretary                    Turner Investment Management LLC    Board Member, President & Chief
                                                                          Operating Officer & Treasurer

                                      Turner International Ltd.           Director
------------------------------------- ----------------------------------- -----------------------------------
MARK D. TURNER                        Turner Investment Management        Chairman
Vice Chairman of the Board;           LLC
President, Senior
Portfolio Manager
------------------------------------- ----------------------------------- -----------------------------------
ROBERT E. TURNER                      Turner Funds                        Trustee
Chairman of the Board; Chief
Investment Officer; Chief Executive   Bradley University                  Trustee
Officer
                                      The Crossroads School               Trustee
                                      (Paoli, PA)

                                      Turner Investments Pty. Ltd.        Director

                                      Turner International Ltd.           Director
------------------------------------- ----------------------------------- -----------------------------------
CHRISTOPHER K. MCHUGH                 None                                None
Board Member, Vice President,
Senior Portfolio Manager
------------------------------------- ----------------------------------- -----------------------------------


TURNER INVESTMENT MANAGEMENT LLC


------------------------------------- ----------------------------------- -----------------------------------
   NAME AND POSITION WITH COMPANY               OTHER COMPANY                POSITION WITH OTHER COMPANY
------------------------------------- ----------------------------------- -----------------------------------
                                                                    
MARK D. TURNER                        Turner Investment Partners, Inc.    See Above
Chairman and Board Member
------------------------------------- ----------------------------------- -----------------------------------
THOMAS R. TRALA                       Turner Investment Partners, Inc.    See Above
Board Member; President; Chief
Operating Officer;                    Turner Funds
Treasurer
------------------------------------- ----------------------------------- -----------------------------------
THOMAS J. DIBELLA                     None                                None
Member and Board Member
------------------------------------- ----------------------------------- -----------------------------------


The principal address of Turner Investment Partners and its subsidiary Turner
Investment Management LLC is 1205 Westlakes Drive, Suite 100, Berwyn, PA, 19312.
The principal address of Turner International Ltd. is 26 York Street, London W1U
6PZ. The principal address of Turner Investments Pte. Ltd. is Penthouse Level,
Suntec Tower Three, 8 Temasek Boulevard, Singapore 038988.

ITEM 27.  PRINCIPAL UNDERWRITERS



(a) Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), also acts as distributor for:

         SEI Daily Income Trust
         SEI Liquid Asset Trust
         SEI Tax Exempt Trust
         SEI Index Funds





         SEI Institutional Managed Trust
         SEI Institutional International Trust
         The Advisors' Inner Circle Fund
         The Advisors' Inner Circle Fund II
         Bishop Street Funds
         SEI Asset Allocation Trust
         SEI Institutional Investments Trust
         Oak Associates Funds
         CNI Charter Funds
         iShares Inc.
         iShares Trust
         Optique Funds, Inc.
         Causeway Capital Management Trust
         Barclays Global Investors Funds
         SEI Opportunity Fund, LP
         The Arbitrage Funds
         ProShares Trust
         Community Reinvestment Act Qualified Investment Fund
         Accessor Funds
         SEI Alpha Strategy Portfolios, LP
         TD Asset Management USA Funds
         SEI Structured Credit Fund, LP

         The Distributor provides numerous financial services to investment
managers, pension plan sponsors, and bank trust departments. These services
include portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

(b)


------------------------------------------ --------------------------------------- ---------------------------------------
Name and Principal Business Address        Positions and Offices with Underwriter  Positions and Offices with Fund
------------------------------------------ --------------------------------------- ---------------------------------------
                                                                             
William M. Doran                           Director                                --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Edward D. Loughlin                         Director                                --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Wayne M. Withrow                           Director                                --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Kevin Barr                                 President & Chief Executive Officer     --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Maxine Chou                                Chief Financial Officer & Treasurer     --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------






------------------------------------------ --------------------------------------- ---------------------------------------
Name and Principal Business Address        Positions and Offices with Underwriter  Positions and Offices with Fund
------------------------------------------ --------------------------------------- ---------------------------------------
                                                                             
Thomas Rodman                              Chief Operations Officer                --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
John Munch                                 General Counsel & Secretary             --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Karen LaTourette                           Chief Compliance Officer, Anti-Money    --
One Freedom Valley Drive                   Laundering Officer & Assistant
Oaks, PA 19456                             Secretary
------------------------------------------ --------------------------------------- ---------------------------------------
Mark J. Held                               Senior Vice President                   --
One Freedom Valley Drive
Oaks, PA 19456

------------------------------------------ --------------------------------------- ---------------------------------------
Lori L. White                              Vice President & Assistant Secretary    --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Robert Silvestri                           Vice President                          --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
John Coary                                 Vice President & Assistant Secretary    --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Robert McCarthy                            Vice President                          --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
John Cronin                                Vice President                          --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------
Michael Farrell                            Vice President                          --
One Freedom Valley Drive
Oaks, PA 19456
------------------------------------------ --------------------------------------- ---------------------------------------


ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS:

Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the rules promulgated thereunder, are
maintained as follows:

     (a)  PFPC Trust Company, 8800 Tinicum Blvd, 3rd Flr, Philadelphia, PA 19153
          (records relating to its function as custodian)

     (b)  Turner Investment Partners, Inc., 1205 Westlakes Drive, Suite 100,
          Berwyn, PA 19312 (records relating to its function as investment
          adviser and administrator)





     (c)  SEI Investments Mutual Funds Services, One Freedom Valley Drive, Oaks,
          Pennsylvania 19456 (records relating to its function as
          sub-administrator)

     (d)  DST Systems, Inc., Kansas City Missouri, 64121 (records relating to
          its functions as transfer agent and dividend disbursing agent)

     (e)  Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets,
          Philadelphia, PA 19103 (records relating to the Registrant's Agreement
          and Declaration of Trust, By-Laws and minute books)

ITEM 29. MANAGEMENT SERVICES: All management services contracts are discussed in
parts A & B of this Registration Statement.

ITEM 30.  UNDERTAKINGS:  None


















                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended
(the "1933 Act") and the Investment Company Act of 1940, as amended, the
Registrant certifies that it has caused this Post-Effective Amendment No. 58
("PEA No. 58") to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Berwyn, Commonwealth of Pennsylvania on the 25th day
of November, 2008.

                                      TURNER FUNDS

                                      By: /s/ MICHAEL LAWSON
                                          --------------------------------
                                          Michael Lawson
                                          Controller and Chief Financial Officer


         Pursuant to the requirements of the 1933 Act, this PEA No. 58 has been
signed below by the following persons in the capacities and on the dates
indicated.


*ROBERT E. TURNER                     Trustee                  November 25, 2008
--------------------------------
Robert E. Turner

*JANET F. SANSONE                     Trustee                  November 25, 2008
--------------------------------
Janet F. Sansone

* ALFRED C. SALVATO                   Trustee and Chairman     November 25, 2008
--------------------------------      of the Board
Alfred C. Salvato

* JOHN T. WHOLIHAN                    Trustee                  November 25, 2008
--------------------------------
John T. Wholihan

/S/ THOMAS R. TRALA                   President and Chief     November 25, 2008
--------------------------------      Executive Officer
Thomas R. Trala

/S/ MICHAEL LAWSON                    Controller and Chief    November 25, 2008
--------------------------------      Financial Officer
Michael Lawson


*By:  /s/ BRIAN F. MCNALLY
      --------------------------
      Brian F. McNally
      Attorney-In-Fact (pursuant to Power of Attorney)





                                  EXHIBIT INDEX


(q)      Powers of Attorney of Alfred C. Salvato, Janet F. Sansone, Robert E.
         Turner and John T. Wholihan

EX-99.Q

                                  TURNER FUNDS

         I hereby appoint Michael P. Malloy, Brian F. McNally, Thomas R. Trala
and Michael Lawson attorney for me, with full power of substitution, and in my
name and on my behalf as a Trustee to sign any Registration Statement or
Amendment thereto of Turner Funds (Registration Nos. 333-00641/811-07527) to be
filed with the Securities and Exchange Commission under the Securities Act of
1933 and/or Investment Company Act of 1940, and generally to do and perform all
things necessary to be done in that connection.

         I have signed this Power of Attorney on November 20, 2008.



                                                        /s/ Alfred C. Salvato
                                                        ---------------------
                                                        Alfred C. Salvato









                                  TURNER FUNDS

         I hereby appoint Michael P. Malloy, Brian F. McNally, Thomas R. Trala
and Michael Lawson attorney for me, with full power of substitution, and in my
name and on my behalf as a Trustee to sign any Registration Statement or
Amendment thereto of Turner Funds (Registration Nos. 333-00641/811-07527) to be
filed with the Securities and Exchange Commission under the Securities Act of
1933 and/or Investment Company Act of 1940, and generally to do and perform all
things necessary to be done in that connection.

         I have signed this Power of Attorney on November 20, 2008.


                                                        /s/ Janet F. Sansone
                                                        --------------------
                                                        Janet F. Sansone









                                  TURNER FUNDS

         I hereby appoint Michael P. Malloy, Brian F. McNally, Thomas R. Trala
and Michael Lawson attorney for me, with full power of substitution, and in my
name and on my behalf as a Trustee to sign any Registration Statement or
Amendment thereto of Turner Funds (Registration Nos. 333-00641/811-07527) to be
filed with the Securities and Exchange Commission under the Securities Act of
1933 and/or Investment Company Act of 1940, and generally to do and perform all
things necessary to be done in that connection.

         I have signed this Power of Attorney on November 20, 2008.

                                                        /s/ Robert E. Turner
                                                        --------------------
                                                        Robert E. Turner









                                  TURNER FUNDS

         I hereby appoint Michael P. Malloy, Brian F. McNally, Thomas R. Trala
and Michael Lawson attorney for me, with full power of substitution, and in my
name and on my behalf as a Trustee to sign any Registration Statement or
Amendment thereto of Turner Funds (Registration Nos. 333-00641/811-07527) to be
filed with the Securities and Exchange Commission under the Securities Act of
1933 and/or Investment Company Act of 1940, and generally to do and perform all
things necessary to be done in that connection.

         I have signed this Power of Attorney on November 20, 2008.


                                                        /s/ John T. Wholihan
                                                        --------------------
                                                        John T. Wholihan

COVER

                           Drinker Biddle & Reath LLP
                                One Logan Square
                             18th and Cherry Streets
                             Philadelphia, PA 19103
                             (215) 988-2700 (Phone)
                           (215) 988-2757 (Facsimile)
                              www.drinkerbiddle.com


November 25, 2008

VIA EDGAR TRANSMISSION

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:      TURNER FUNDS
                  (1933 ACT REGISTRATION NO. 333-00641)
                  (1940 ACT REGISTRATION NO. 811-07527)


Ladies and Gentlemen:

                  On behalf of Turner Funds (the "Trust"), I have transmitted
herewith for filing Post-Effective Amendment No. 58 to the Trust's Registration
Statement on Form N-1A under the Securities Act of 1933, as amended (the "1933
Act"), and Amendment No. 59 to the Trust's Registration Statement on Form N-1A
under the Investment Company Act of 1940, as amended (the "Amendment"). The
Amendment is being filed pursuant to paragraph (a)(1) of Rule 485 under the 1933
Act to register Institutional Class Shares of the Trust's Emerging Growth Fund
and Small Cap Equity Fund.

                  Questions and comments concerning this filing may be directed
to the undersigned at (215) 988-2959.

                                            Very truly yours,

                                            /S/ JOSHUA B. DERINGER
                                            -----------------------------------
                                           Joshua B. Deringer


cc:  Michael P. Malloy