USALLIANZ FUNDS
497, 1999-11-04
Previous: CHOICE FUNDS, 497, 1999-11-04
Next: USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST, 497, 1999-11-04



<PAGE>   1

                                   QUESTIONS?
                         Call toll free 1-877-833-7113
                       or your investment representative.

                                USALLIANZ FUNDS

                                  GROWTH FUND
                           GLOBAL OPPORTUNITIES FUND
                               FIXED INCOME FUND
                               MONEY MARKET FUND
                            DIVERSIFIED ASSETS FUND

                                 CLASS A SHARES
                                 CLASS B SHARES
                                 CLASS Y SHARES

                                   PROSPECTUS
                                OCTOBER 27, 1999

                     THE SECURITIES AND EXCHANGE COMMISSION
                      HAS NOT APPROVED OR DISAPPROVED THE
                     SHARES DESCRIBED IN THIS PROSPECTUS OR
                     DETERMINED WHETHER THIS PROSPECTUS IS
                           TRUTHFUL OR COMPLETE. ANY
                      REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
<PAGE>   2

                                                              TABLE OF CONTENTS

<TABLE>
<S>                             <C>             <C>    <C>
                                                RISK/RETURN SUMMARY AND FUND EXPENSES

                                  TRIANGLE
                                    LOGO
Carefully review this                               3  Growth Fund
important section, which                            5  Global Opportunities Fund
summarizes each fund's                              7  Fixed Income Fund
investments, risks, past                           10  Money Market Fund
performance and fees.                              11  Diversified Assets Fund
                                                   13  Fees and Expenses of the Funds

                                                INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

                                  TRIANGLE
                                    LOGO
Review this section for                            17  Growth Fund
specific information on each                       18  Global Opportunities Fund
fund's investment,                                 20  Fixed Income Fund
strategies and risks.                              22  Money Market Fund
                                                   23  Diversified Assets Fund
                                                   25  Other Considerations
                                                   25  Year 2000

                                                FUND MANAGEMENT

                                  TRIANGLE
                                    LOGO
Review this section for                            27  The Investment Adviser
details on the people and                          27  Portfolio Managers
organizations who oversee                          28  Adviser's Prior Performance
the funds.                                         29  The Administrator and Distributor

                                                SHAREHOLDER INFORMATION

                                  TRIANGLE
                                    LOGO
Review this section for                            30  Pricing of Fund Shares
details on how shares are                          31  Purchasing Shares
valued, how to purchase,                           35  Selling Your Shares
sell and exchange shares,                          38  Distribution Arrangements/Sales Charges
related charges and payments                       44  Exchanging Your Shares
of dividends and                                   45  Dividends, Distributions and Taxes
distributions.

                                                BACK COVER

                                  TRIANGLE
                                    LOGO
                                                       Where to Learn More About USAllianz Funds
</TABLE>

                                        2
<PAGE>   3

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

   The following is a summary of certain key information about USAllianz Funds
   which offers five separate, diversified investment portfolios (collectively,
   the "Funds" and each individually, a "Fund"). The "Risk/Return Summary and
   Fund Expenses" describe each Fund's objectives, principal investment
   strategies, principal investment risks and certain performance information
   under "Risk/Return Summary" and the Funds' expenses under "Fund Expenses."
   Additional information about the Funds can be found by referring to pages
   17-26 further back in the Prospectus. Please be sure to read the more
   complete descriptions of the Funds' risks following this summary before you
   invest. The Funds are managed by Allianz of America, Inc. (the "Adviser").
                                               GROWTH FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Long-term growth of capital.

    PRINCIPAL INVESTMENT              The Fund normally invests at least 80% of its total assets
    STRATEGIES                        in equity securities, which include common stocks, preferred
                                      stocks and convertible securities. The Fund may invest in
                                      both U.S. issuers and foreign issuers whose securities are
                                      U.S. dollar denominated and traded on a U.S. securities
                                      market. Although the Fund invests primarily in equity
                                      securities of larger capitalization companies, the Fund is
                                      not limited to such investments and may invest in companies
                                      with varying market capitalizations.
                                      The Adviser uses a fundamental "bottom-up" approach to
                                      selecting securities for investment. Factors considered
                                      include analysis of an issuer's financial condition,
                                      industry position, management, growth prospects, earnings
                                      estimates and other general economic and market conditions.
                                      Based upon the analysis of such factors, the Adviser selects
                                      those securities which, in the Adviser's judgment, will
                                      outperform the average for companies included in the
                                      Standard and Poor's 500 Composite Stock Price Index (the
                                      "S&P 500(R) Index"). The Adviser will consider selling those
                                      securities when it determines that such securities would no
                                      longer meet its criteria for purchase or when alternative
                                      investments become more attractive.

    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Market Risk. This is the risk that the value of the Fund's
                                        investments will fluctuate as the stock or bond markets
                                        fluctuate and that prices overall will decline over short
                                        or long-term periods.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - Capitalization Risk. Securities of small and
                                        mid-capitalization companies tend to be more volatile, have
                                        less predictable earnings and are less liquid than those
                                        of large capitalization companies.
                                      - You may lose money by investing in the Fund.

    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are:
                                      - Investing for long-term goals, such as retirement
                                      - Seeking to add a growth component to your portfolio
                                      This Fund will not be appropriate for someone:
                                      - Seeking safety of principal
                                      - Investing for the short term or investing emergency
                                        reserves
                                      - Looking primarily for regular income
</TABLE>

                                        3
<PAGE>   4

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               GROWTH FUND
                                               CONTINUED

                                               PERFORMANCE BAR CHART AND TABLE


                                               YEAR-BY-YEAR TOTAL RETURNS AS OF
                                               12/31 FOR CLASS Y SHARES+


<TABLE>
<S>                                                           <C>
'1994'                                                                           -3.22
'1995'                                                                           32.93
'1996'                                                                            21.5
'1997'                                                                           33.03
'1998'                                                                           26.35
</TABLE>


                                     + For the period January 1, 1999 through
                                     September 30, 1999, the aggregate
                                     (non-annualized) total return of the
                                     Commingled Account adjusted for Class Y
                                     shares' expenses was 6.05%.

                                     The returns for Class A and B shares will
                                     be lower than the Class Y shares' returns
                                     shown in the bar chart because fees and
                                     expenses (including sales loads) of the
                                     Class A and B shares are higher.

                                     Past performance is not necessarily an
                                     indication of how the Fund will perform in
                                     the future.


                                       Best quarter:  4th Quarter  1998   25.74%
                                       Worst quarter: 3rd Quarter  1998  -11.91%

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


<TABLE>
<CAPTION>
                                                  PAST     PAST       SINCE     INCEPTION
                                                  YEAR    5 YEARS   INCEPTION     DATE
    <S>                                           <C>     <C>       <C>         <C>
                                                  ---------------------------------------
     CLASS A SHARES
     (with maximum sales charge)                  20.29%   20.47%     18.14%      4/1/93
                                                  ---------------------------------------
     CLASS B SHARES
     (with applicable CDSC)                       21.12%   20.03%     17.63%      4/1/93
                                                  ---------------------------------------
     CLASS Y SHARES                               26.35%   21.31%     18.88%      4/1/93
                                                  ---------------------------------------
     S&P 500(R) INDEX                             28.58%   24.06%     21.74%
    -------------------------------------------------------------------------------------
</TABLE>


    * The quoted performance of the Fund represents the performance of the
      Commingled Account as described above. The Commingled Account was not
      registered with the Securities and Exchange Commission under the
      Investment Company Act of 1940 and therefore was not subject to the
      investment restrictions imposed by law on registered mutual funds. If the
      Commingled Account had been registered, the Commingled Account's
      performance may have been adversely affected.

PERFORMANCE INFORMATION OF COMMINGLED ACCOUNT

While the Fund only commenced operations as of the date of this Prospectus, it
has adopted the performance of a master trust portfolio ("Commingled Account")
advised by the Adviser, for periods dating back to April 1, 1993, as adjusted to
reflect the full contractual rate of expenses associated with the Fund and its
classes of shares at its inception. The Fund's investment objectives, policies
and strategies are in all material respects equivalent to those employed by the
Adviser in managing the Commingled Account. The assets of the Commingled Account
are being transferred to the Fund.


The bar chart and table provide an indication of the risks of an investment in
the Fund by showing performance of the Commingled Account from year to year and
as compared to a broad-based securities index.* The S&P 500(R) Index in the
table below is an unmanaged index of 500 selected common stocks, most of which
are listed on the New York Stock Exchange.

                                        4
<PAGE>   5

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               GLOBAL OPPORTUNITIES FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Long-term growth of capital.

    PRINCIPAL INVESTMENT              Under normal circumstances, the Fund invests at least 80% of
    STRATEGIES                        its total assets in equity securities of U.S. and foreign
                                      companies. Although the Fund invests primarily in equity
                                      securities of larger capitalization companies, the Fund is
                                      not limited to such investments and may invest in companies
                                      with varying market capitalizations. The Adviser organizes
                                      its research of equity securities into seven internally
                                      defined sectors based on global economic or industry themes.
                                      These sectors include companies in the natural resources,
                                      life style, financial, high technology, telemedia, life
                                      science and transportation businesses. The Fund may be
                                      overweighted or underweighted in a particular sector or
                                      country relative to the Fund's benchmark, the MSCI World
                                      Equity Index. Because the United States currently comprises
                                      approximately 50% of such Index, the Fund will normally
                                      invest approximately the same amount in U.S. securities.
                                      The Adviser uses a fundamental "bottom-up" approach to
                                      selecting securities for investment. Factors considered may
                                      include analysis of an issuer's financial condition,
                                      industry position, management, growth prospects, earnings
                                      estimates and other general economic and market conditions.
                                      Based upon the analysis of such factors, the Adviser selects
                                      investments which, in the Adviser's judgment, will
                                      outperform the average for companies included in the MSCI
                                      World Equity Index.
                                      The Adviser will consider selling securities when the
                                      securities no longer meet the Adviser's criteria for
                                      purchase or when alternative investments become more
                                      attractive.

    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Market Risk. This is the risk that the value of the Fund's
                                        investments will fluctuate as the stock or bond markets
                                        fluctuate and that prices overall will decline over short
                                        or long-term periods.
                                      - Foreign Risk. This is the risk of investments in issuers
                                        located in foreign countries, which may have greater price
                                        volatility and less liquidity. Investments in foreign
                                        securities also are subject to political, regulatory and
                                        diplomatic risks. Changes in currency rates are an
                                        additional risk of investments in foreign securities.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - You may lose money by investing in the Fund.
</TABLE>

                                        5
<PAGE>   6

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               GLOBAL OPPORTUNITIES FUND
                                               CONTINUED

<TABLE>
    <S>                               <C>
    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are an individual:
                                      - Investing for long-term goals, such as retirement
                                      - Seeking to add a global growth component to your portfolio
                                      - Seeking capital appreciation and are willing to accept the
                                        higher volatility associated with investing in foreign
                                        stocks
                                      This Fund will not be appropriate for someone:
                                      - Seeking safety of principal
                                      - Investing for the short-term or investing emergency
                                        reserves
                                      - Looking primarily for regular income

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The net asset value ("NAV") of the Fund will fluctuate with
                                      market conditions.
</TABLE>

                                        6
<PAGE>   7

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               FIXED INCOME FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              To maximize total return with secondary emphasis on income.
    PRINCIPAL INVESTMENT              The Fund primarily invests in U.S. dollar denominated fixed
    STRATEGIES                        income securities.
                                      The Adviser begins the portfolio management process by
                                      reviewing current economic activity and forecasting how it
                                      may change in the future. The Adviser uses this forecast to
                                      allocate the Fund's assets across different market sectors
                                      and maturities based on its view of the relative value of
                                      each sector or maturity.
                                      The Fund will normally invest in government bonds,
                                      investment grade corporate bonds, mortgage-backed
                                      securities, asset-backed securities and municipal securities
                                      and may invest in non-investment grade corporate bonds but
                                      does not presently intend to do so. Under normal conditions,
                                      the Fund intends to hold securities (other than money market
                                      securities) with maturities between 1 and 30 years with an
                                      average maturity of between 5 and 13 years, when weighted
                                      according to the Fund's holdings. However, securities with
                                      any maturity are eligible for purchase. Individual
                                      securities are bought and sold based on fundamental analysis
                                      of the structural features of specific securities, current
                                      market price and estimated future value, and the credit
                                      quality of its issuer.
    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Interest Rate Risk. This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - Yield Curve Risk. This is the risk that changes in the
                                        shape of the yield curve will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                      - Volatility Risk. This is the risk that the magnitude of
                                        the changes in the shape of the yield curve will affect the
                                        value of the Fund's investments in income-producing or
                                        debt securities.
                                      - Credit Risk. This is the risk that the issuer of a
                                        security will be unable or unwilling to make timely payments
                                        of interest or principal, or to otherwise honor its
                                        obligations.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - Prepayment Risk. The Fund's investments in mortgage-backed
                                        and asset-backed securities are subject to the risk that the
                                        principal amount of the underlying obligation may be
                                        repaid prior to the bond's maturity date. Such repayments
                                        are common when interest rates decline. When such a
                                        repayment occurs, no additional interest will be paid on
                                        the investment. Prepayment exposes the Fund to lower
                                        return upon subsequent reinvestment of the principal.
                                      - You may lose money by investing in the Fund.
</TABLE>

                                        7
<PAGE>   8

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

                                               FIXED INCOME FUND
                                               CONTINUED

<TABLE>
    <S>                               <C>
    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are:
                                      - Seeking to add a monthly income component to your
                                        portfolio
                                      - Willing to accept the risks of price and income
                                        fluctuations
                                      - Wanting to add diversification to a portfolio invested
                                        primarily in stocks
                                      This Fund will not be appropriate for someone:
                                      - Investing emergency reserves
                                      - Seeking a stable share price
</TABLE>

                                        8
<PAGE>   9

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

                                               FIXED INCOME FUND
                                               CONTINUED

                                               PERFORMANCE BAR CHART AND TABLE

                                               YEAR-BY-YEAR TOTAL RETURNS AS OF
                                               12/31 FOR CLASS Y SHARES+

<TABLE>
<S>                                                           <C>
'1994'                                                                           -3.93
'1995'                                                                           19.52
'1996'                                                                            2.63
'1997'                                                                            9.61
'1998'                                                                            8.97
</TABLE>


                                     + For the period January 1, 1999 through
                                     September 30, 1999, the aggregate
                                     (non-annualized) total return of the
                                     Commingled Account adjusted for Class Y
                                     shares' expenses was -2.64%.


                                     The returns for Class A and B shares will
                                     be lower than the Class Y shares' returns
                                     shown in the bar chart because fees and
                                     expenses (including sales loads) of the
                                     Class A and B shares are higher.


                                     Past performance is not necessarily an
                                     indication of how the Fund will perform in
                                     the future.


                                        Best quarter:  2nd Quarter  1995   6.97%
                                        Worst quarter: 1st Quarter  1994  -3.07%

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

<TABLE>
<CAPTION>
                                                   PAST      PAST       SINCE     INCEPTION
                                                   YEAR     5 YEARS   INCEPTION      DATE
    <S>                                           <C>       <C>       <C>         <C>
                                                  ------------------------------------------
     CLASS A SHARES
     (with maximum sales charge)                     3.95%    6.07%    6.21 %        4/1/93
                                                  ------------------------------------------
     CLASS B SHARES
     (with applicable CDSC)                          3.89%    5.86%    5.90 %        4/1/93
                                                  ------------------------------------------
     CLASS Y SHARES                                  8.97%    7.07%    7.09 %        4/1/93
                                                  ------------------------------------------
     LEHMAN GOVERNMENT/CORPORATE
     BOND INDEX                                      9.47%    7.30%    7.42 %
    ----------------------------------------------------------------------------------------
</TABLE>

    * The quoted performance of the Fund represents the performance of the
      Commingled Account as described above. The Commingled Account was not
      registered with the Securities and Exchange Commission under the
      Investment Company Act of 1940 and therefore was not subject to the
      investment restrictions imposed by law on registered mutual funds. If the
      Commingled Account had been registered, the Commingled Account's
      performance may have been adversely affected.

PERFORMANCE INFORMATION OF COMMINGLED ACCOUNT

While the Fund only commenced operations as of the date of this Prospectus, it
has adopted the performance of a master trust portfolio ("Commingled Account")
advised by the Adviser, for periods dating back to April 1, 1993, as adjusted to
reflect the full contractual rate of expenses associated with the Fund and its
classes of shares at its inception. The Fund's investment objectives, policies
and strategies are in all material respects equivalent to those employed by the
Adviser in managing the Commingled Account. The assets of the Commingled Account
are being transferred to the Fund.


The bar chart and table provide an indication of the risks of an investment in
the Fund by showing performance of the Commingled Account from year to year and
as compared to a broad-based securities index.* The Lehman Government/Corporate
Bond Index in the table below is a widely recognized, unmanaged index comprised
of U.S. government and corporate debt securities and is generally representative
of the bond market as a whole.

                                        9
<PAGE>   10

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

                                               MONEY MARKET FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Current income consistent with stability of principal.

    PRINCIPAL INVESTMENT              The Fund invests primarily in high quality, U.S. dollar
    STRATEGIES                        denominated short-term obligations, including commercial
                                      paper, asset-backed securities, obligations of financial
                                      institutions and other high-quality money market instruments
                                      issued by U.S. and foreign issuers. These securities will be
                                      rated in the two highest short-term rating categories of at
                                      least two rating agencies or will be unrated securities of
                                      comparable quality. The Adviser evaluates investments based
                                      on credit analysis and interest rate outlook.

                                      As a money market fund, the Fund is subject to strict
                                      federal requirements which restrict the Fund's investments
                                      to high-quality securities, limit the average maturity of
                                      the portfolio to 90 days or less and limit the maturity of
                                      any security to no more than 397 days.

    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Interest Rate Risk. This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - Credit Risk. This is the risk that the issuer of a
                                        security will be unable or unwilling to make timely payments
                                        of interest or principal, or to otherwise honor its
                                        obligations.
                                      - An investment in the Fund is not insured or guaranteed by
                                        the Federal Deposit Insurance Corporation or any other
                                        government agency. Although the Fund seeks to preserve the
                                        value of your investment at $1.00 per share, it is
                                        possible to lose money by investing in the Fund.

    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you:
                                      - Are seeking preservation of capital
                                      - Have a low risk tolerance
                                      The Fund will not be appropriate for anyone:
                                      - Seeking high total returns
                                      - Pursuing a long-term goal or investing for retirement

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The yield of the Fund will fluctuate with market conditions.
</TABLE>

                                       10
<PAGE>   11

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               DIVERSIFIED ASSETS FUND

<TABLE>
    <S>                               <C>
    INVESTMENT OBJECTIVE              Total return consistent with reduction of long-term
                                      volatility.

    PRINCIPAL INVESTMENT              The Fund pursues its objective through asset allocation and
    STRATEGIES                        security selection by investing in a diversified portfolio
                                      of bonds, stocks and money market securities of U.S. and
                                      foreign issuers. The Adviser will seek to allocate on
                                      average about 65% of the Fund's total assets to bonds, 25%
                                      to stocks and 10% to money market securities.
                                      - Bonds. The Fund invests in fixed income securities
                                        including (1) government and corporate bonds, (2)
                                        mortgage-backed securities, and (3) asset-backed
                                        securities. The Fund invests primarily in bonds rated
                                        within the four highest long-term or two highest
                                        short-term rating categories or comparable quality unrated
                                        securities. The Fund may invest up to 20% of its total
                                        assets in high yield debt securities although it does not
                                        presently intend to do so. Under normal conditions, the
                                        Fund intends to hold securities (other than money market
                                        securities) with maturities between 1 and 10 years.
                                        However, securities with any maturity are eligible for
                                        purchase. The Adviser begins the portfolio management
                                        process by reviewing current economic activity and
                                        forecasting how it may change in the future. The Adviser
                                        uses this forecast to allocate the Fund's assets across
                                        different market sectors and maturities based on its view
                                        of the relative value of each sector or maturity.
                                      - Stocks. The Fund invests in common stocks, preferred
                                        stocks and convertible securities. The Fund may invest in
                                        both U.S. issuers and foreign issuers whose securities are
                                        U.S. dollar denominated and traded on an U.S. security
                                        market, and invests primarily in equity securities of
                                        larger capitalization companies. The Adviser uses a
                                        "bottom-up" approach to selecting securities for
                                        investment. Based upon the analysis of various factors,
                                        the Adviser selects those securities which, in its
                                        judgment, will outperform the average for the companies
                                        included in the S&P 500(R) Index.
                                      - Money Market Instruments. The Fund will invest in
                                        high-quality, U.S. dollar denominated short-term
                                        obligations, including commercial paper, asset-backed
                                        securities, obligations of financial institutions and
                                        other high-quality money market instruments issued by U.S.
                                        and foreign issuers. These securities will be rated in the
                                        two highest short-term rating categories of at least two
                                        rating agencies or will be unrated securities of
                                        comparable quality.
                                      The Fund seeks to exceed the total return of a blended
                                      benchmark consisting of 65% of the Lehman Intermediate
                                      Government/Corporate Bond Index, 25% of the S&P 500(R) Index
                                      and 10% of the 90-day Treasury Bill. The Fund typically
                                      sells securities when the Adviser determines that such
                                      securities would no longer meet its criteria for purchase or
                                      when alternative investments become more attractive.
</TABLE>

                                       11
<PAGE>   12

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

                                               DIVERSIFIED ASSETS FUND
                                               CONTINUED

<TABLE>
    <S>                               <C>
    PRINCIPAL INVESTMENT RISKS        The principal risks of investing in the Fund are:
                                      - Market Risk. This is the risk that the value of the Fund's
                                        investments will fluctuate as the stock or bond markets
                                        fluctuate and that prices overall will decline over short
                                        or long-term periods.
                                      - Selection Risk. This is the risk that poor security
                                        selection will cause the Fund to underperform other funds
                                        with similar investment objectives.
                                      - Capitalization Risk. Securities of small and
                                        mid-capitalization companies tend to be more volatile, have
                                        less predictable earnings and are less liquid than those
                                        of large capitalization companies.
                                      - Yield Curve Risk. This is the risk that changes in the
                                        shape of the yield curve will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                      - Volatility Risk. This is the risk that the magnitude of
                                        the changes in the shape of the yield curve will affect the
                                        value of the Fund's investments in income-producing or
                                        debt securities.
                                      - Credit Risk. This is the risk that the issuer of a
                                        security will be unable or unwilling to make timely payments
                                        of interest or principal, or to otherwise honor its
                                        obligations.
                                      - Interest Rate Risk. This is the risk that changes in
                                        interest rates will affect the value of the Fund's
                                        investments in income-producing or debt securities.
                                        Increases in interest rates may cause the value of the
                                        Fund's investments to decline.
                                      - You may lose money by investing in the Fund.

    WHO MAY WANT TO INVEST?           Consider investing in the Fund if you are:
                                      - Investing for long-term goals, such as retirement
                                      - Seeking regular monthly income
                                      - Pursuing a balanced approach to investments in both
                                        growth- and income-producing securities
                                      This Fund will not be appropriate for someone:
                                      - Pursuing an aggressive high growth investment strategy
                                      - Seeking a stable share price
                                      - Investing emergency reserves

    PERFORMANCE INFORMATION           This is a new Fund for which performance information is not
                                      yet available.
                                      The NAV of the Fund will fluctuate with market conditions.
</TABLE>

                                       12
<PAGE>   13

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

                                               FEES AND EXPENSES OF THE FUNDS

   THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND
   HOLD SHARES OF THE FUNDS.

                                                       FEE TABLE

<TABLE>
<CAPTION>
                                                              GROWTH FUND            GLOBAL OPPORTUNITIES FUND
      SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR  ---------------------------   ---------------------------
        INVESTMENT)                                   CLASS A   CLASS B   CLASS Y   CLASS A   CLASS B   CLASS Y
      <S>                                             <C>       <C>       <C>       <C>       <C>       <C>
      Maximum Sales Charge (Load) Imposed on
      Purchases (as a percentage of offering price)    5.75%      None      None     5.75%      None      None
      Maximum Deferred Sales Load (as a percentage
      of offering price)                                None     5.00%      None      None     5.00%      None
      Maximum Sales Charge (Load) Imposed on
      Reinvested Dividends                              None      None      None      None      None      None
      ANNUAL FUND OPERATING EXPENSES
      (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

      Management fees                                   .75%      .75%      .75%      .95%      .95%      .95%
      Distribution (12b-1) fees                         .25%      .75%      None      .25%      .75%      None
      Other expenses                                    .28%      .53%(1)   .28%     1.80%     2.05%(1)  1.80%
      Total Annual Fund Operating Expenses(2)          1.28%     2.03%     1.03%     3.00%     3.75%     2.75%
      Fee Waivers and/or Expense Reimbursements(3)      None      None      None     1.15%     1.15%     1.15%
      Net Expenses                                     1.28%     2.03%     1.03%     1.85%     2.60%     1.60%
</TABLE>

   (1) Certain Service Organizations may receive fees from a Fund in amounts up
       to an annual rate of 0.25% of the daily net asset value of the Fund
       shares owned by the shareholders with whom the Service Organization has a
       servicing relationship.

   (2) Other Expenses and Total Annual Fund Operating Expenses are estimated for
       the current fiscal year.

   (3) The Adviser has entered into a contractual expense limitation agreement
       with USAllianz Funds, pursuant to which, until at least September 30,
       2000, (a) the Adviser has agreed to limit each Fund's and each class'
       total expenses and (b) the Adviser is entitled to recoup any waived fees
       to the extent the actual total operating expenses are less than those
       stated above.

                                       13
<PAGE>   14

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [LOGO]

                                               FEES AND EXPENSES OF THE FUNDS
                                               CONTINUED

                                                       FEE TABLE

<TABLE>
<CAPTION>
                                                           FIXED INCOME FUND             MONEY MARKET FUND
      SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR  ---------------------------   ---------------------------
        INVESTMENT)                                   CLASS A   CLASS B   CLASS Y   CLASS A   CLASS B   CLASS Y
      <S>                                             <C>       <C>       <C>       <C>       <C>       <C>
      Maximum Sales Charge (Load) Imposed on
      Purchases (as a percentage of offering price)    4.75%      None      None      None      None      None
      Maximum Deferred Sales Load (as a percentage
      of offering price)                                None     5.00%      None      None     5.00%      None
      Maximum Sales Charge (Load) Imposed on
      Reinvested Dividends                              None      None      None      None      None      None
      ANNUAL FUND OPERATING EXPENSES
      (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

      Management fees                                   .50%      .50%      .50%      .35%      .35%      .35%
      Distribution (12b-1) fees                         .25%      .75%      None      .25%      .75%      None
      Other expenses                                    .30%      .55%(1)   .30%     1.90%     2.15%(1)  1.90%
      Total Annual Fund Operating Expenses(2)          1.05%     1.80%      .80%     2.50%     3.25%     2.25%
      Fee Waivers and/or Expense Reimbursements(3)      None      None      None     1.62%     1.62%     1.62%
      Net Expenses                                     1.05%     1.80%      .80%      .88%     1.63%      .63%
</TABLE>

   (1) Certain Service Organizations may receive fees from a Fund in amounts up
       to an annual rate of 0.25% of the daily net asset value of the Fund
       shares owned by the shareholders with whom the Service Organization has a
       servicing relationship.

   (2) Other Expenses and Total Annual Fund Operating Expenses are estimated for
       the current fiscal year.

   (3) The Adviser has entered into a contractual expense limitation agreement
       with USAllianz Funds, pursuant to which, until at least September 30,
       2000, (a) the Adviser has agreed to limit each Fund's and each class'
       total expenses and (b) the Adviser is entitled to recoup any waived fees
       to the extent the actual total operating expenses are less than those
       stated above.

                                       14
<PAGE>   15

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               FEES AND EXPENSES OF THE FUNDS
                                               CONTINUED

                                           FEE TABLE

<TABLE>
<CAPTION>
                                                        DIVERSIFIED ASSETS FUND
      SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR  ---------------------------
        INVESTMENT)                                   CLASS A   CLASS B   CLASS Y
      <S>                                             <C>       <C>       <C>       <C>       <C>       <C>
      Maximum Sales Charge (Load) Imposed on
      Purchases (as a percentage of offering price)    5.75%      None      None
      Maximum Deferred Sales Load (as a percentage
      of offering price)                                None     5.00%      None
      Maximum Sales Charge (Load) Imposed on
      Reinvested Dividends                              None      None      None
      ANNUAL FUND OPERATING EXPENSES
      (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

      Management fees                                   .55%      .55%      .55%
      Distribution (12b-1) fees                         .25%      .75%      None
      Other expenses                                   1.94%     2.19%(1)  1.94%
      Total Annual Fund Operating Expenses(2)          2.74%     3.49%     2.49%
      Fee Waivers and/or Expense Reimbursements(3)     1.54%     1.54%     1.54%
      Net Expenses                                     1.20%     1.95%      .95%
</TABLE>

   (1) Certain Service Organizations may receive fees from a Fund in amounts up
       to an annual rate of 0.25% of the daily net asset value of the Fund
       shares owned by the shareholders with whom the Service Organization has a
       servicing relationship.

   (2) Other Expenses and Total Annual Fund Operating Expenses are estimated for
       the current fiscal year.

   (3) The Adviser has entered into a contractual expense limitation agreement
       with USAllianz Funds, pursuant to which, until at least September 30,
       2000, (a) the Adviser has agreed to limit each Fund's and each class'
       total expenses and (b) the Adviser is entitled to recoup any waived fees
       to the extent the actual total operating expenses are less than those
       stated above.

                                       15
<PAGE>   16

  RISK/RETURN SUMMARY AND FUND EXPENSES
                                                         [Logo]

                                               FEES AND EXPENSES OF THE FUNDS
                                               CONTINUED
                                               EXPENSE EXAMPLE

<TABLE>
                                          <S>              <C>      <C>             <C>            <C>      <C>
                                                                       GLOBAL          FIXED        MONEY   DIVERSIFIED
                                                           GROWTH   OPPORTUNITIES     INCOME       MARKET     ASSETS
                                                            FUND         FUND           FUND         FUND       FUND
                                          CLASS A
                                            1 YEAR          $698       $  752           $577       $   90     $  690
                                            3 YEARS         $958       $1,347           $793       $  624     $1,239
                                          CLASS B
                                            1 YEAR          $706       $  763           $683       $  666     $  698
                                            3 YEARS         $937       $1,341           $866       $1,149     $1,228
                                          CLASS Y
                                            1 YEAR          $105       $  163           $ 82       $   64     $   97
                                            3 YEARS         $328       $  744           $255       $  202     $  628
</TABLE>

   THIS EXAMPLE IS INTENDED
   TO HELP YOU COMPARE THE
   COST OF INVESTING IN THE
   FUNDS WITH THE COST OF
   INVESTING IN OTHER MUTUAL
   FUNDS. THE EXAMPLE ASSUMES
   THAT YOU INVEST $10,000 IN
   THE INDICATED FUND FOR THE
   TIME PERIODS INDICATED AND
   THEN REDEEM ALL OF YOUR
   SHARES AT THE END OF THOSE
   PERIODS. THE EXAMPLE ALSO
   ASSUMES THAT YOUR
   INVESTMENT HAS A 5% RETURN
   EACH YEAR AND THAT EACH
   FUND'S OPERATING EXPENSES
   REMAIN THE SAME. ALTHOUGH
   YOUR ACTUAL COSTS MAY BE
   HIGHER OR LOWER, BASED ON
   THESE ASSUMPTIONS, YOUR
   COSTS WOULD BE:

                                       16
<PAGE>   17

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

   This section of the Prospectus provides descriptions of the Funds'
   objectives, risks, strategies and investments. Other strategies and
   investments not described below may be found in the Funds' Statement of
   Additional Information ("SAI").

                                                GROWTH FUND

   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is long-term growth of capital, which objective may not
   be changed without shareholder approval. In pursuit of its objective, the
   Fund normally invests at least 80% of its total assets in equity securities,
   which include common stocks, preferred stocks and convertible securities of
   U.S. issuers and foreign issuers whose securities are U.S. dollar denominated
   and are traded on a U.S. securities market. Although the Fund invests
   primarily in equity securities of larger capitalization companies, the Fund
   is not limited to such investments and will consider investing in securities
   of companies with varying market capitalizations if they otherwise meet the
   Adviser's criteria for purchases.

   The Adviser uses a fundamental "bottom-up" approach to selecting securities
   for investment. Factors considered may include analysis of an issuer's
   financial condition, industry position, management, growth prospects,
   earnings estimates and other general economic and market conditions. Based
   upon the analysis of such factors, the Adviser selects those securities
   which, in the Adviser's judgment, will produce a return that exceeds the
   average for companies included in the S&P 500(R) Index. (See "Other
   Considerations -- Temporary Defensive Positions".)

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Market Risk: The values of stocks fluctuate in response to the activities
       of individual companies and general stock market and economic conditions.
       Stock prices may decline over short or even extended periods. Stocks are
       more volatile and riskier than some other forms of investment, such as
       short-term, high-grade fixed income securities.

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

     - Capitalization Risk: To the extent the Fund invests significantly in
       small or mid-capitalization companies, it may have capitalization risk.
       These companies may present additional risk because they have less
       predictable earnings, more volatile share prices and less liquid
       securities than large-capitalization companies. These securities may
       fluctuate in value more than those of larger, more established companies
       and, as a group, may suffer more severe price declines during periods of
       generally declining stock prices.

                                       17
<PAGE>   18

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                GLOBAL OPPORTUNITIES FUND

   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is long-term growth of capital, which objective may not
   be changed without shareholder approval. In pursuit of its objective, the
   Fund normally invests at least 80% of its total assets in equity securities,
   which include common stocks, preferred stocks, convertible securities,
   warrants and rights of U.S. and foreign issuers. Generally, the companies in
   which the Fund invests will be doing business in one of the following seven
   industry sectors:

     - Natural Resources: Natural resources, energy and construction service
       industries, including companies that provide basic resources for
       developing and industrialized countries (such as energy resources,
       utilities, building materials, forest and paper products, metals and
       miscellaneous materials).

     - Life Style: Innovative, solution-oriented companies in the consumer goods
       industry (such as producers and providers of appliances, household
       durable products, household products, recreation and other consumer
       goods), food industry (such as beverages, food and tobacco) and companies
       engaged in the design, production and/or distribution of goods or
       services in the leisure, tourism and merchandising industry.

     - Financial: Forward-thinking, solution-driven companies providing
       financial-related services (such as banking, insurance and financial
       services, as well as real estate, wholesaling and international trade
       firms).

     - High Technology: Companies that rely extensively on high technology in
       their product range, development and/or operations (such as data
       processing and reproduction companies, electrical, electronics and
       electronic equipment companies).

     - Telemedia: Companies engaged in the development, production, sale and/or
       distribution of media-related services (such as broadcasting, publishing
       and internet companies) and companies committed to the development of new
       information technologies, contributing to progress being made in the
       development of new communication infrastructures and developing strategic
       communication solutions for the global economy.

     - Life Science: Global companies that offer innovative health and personal
       care services and products (including pharmaceutical and chemical
       companies).

     - Transportation: Innovative and solution-driven companies engaged in the
       business of transportation on either a regional or global basis.

   Although the Fund invests primarily in larger capitalization companies, the
   Fund is not limited to such investments and will consider investing in
   securities of companies with varying market capitalizations if they otherwise
   meet the Adviser's criteria for purchases. Similarly, while companies whose
   principal trading markets are developed or industrialized countries are
   likely to be the Fund's principal investments, the Fund is not limited to
   such investments and will consider investing in securities of companies
   trading in emerging or developing markets. The Fund may invest more than 25%
   of its total assets in a single country.

                                       18
<PAGE>   19

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                GLOBAL OPPORTUNITIES FUND
                                                CONTINUED

   The Adviser uses its own research, as well as input from its affiliates
   around the world and other third parties to identify attractive companies
   meeting the above sector descriptions. The Adviser then uses a fundamental
   "bottom-up" approach to selecting securities for investment. Factors
   considered may include analysis of an issuer's financial condition, industry
   position, management, growth prospects, earnings estimates and other general
   economic and market conditions. Based upon the analysis of such factors, the
   Adviser selects those securities which, in the Adviser's judgment, will
   produce a return that exceeds the average for companies included in the MSCI
   World Equity Index. The Fund may be overweighted or underweighted in a
   particular sector or country relative to the MSCI World Equity Index based
   upon the Adviser's judgment as to the relative prospects for investments in
   particular sectors and countries.

   The Adviser does not intend to invest in markets where property rights are
   not defined and supported by adequate legal infrastructure. The Fund may
   trade forward foreign currency contracts to hedge currency fluctuations of
   underlying security positions when it is believed that a foreign currency may
   suffer a decline against the U.S. dollar.

   (See "Other Considerations -- Temporary Defensive Positions".)

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Market Risk: The values of stocks fluctuate in response to the activities
       of individual companies and general stock market and economic conditions.
       Stock prices may decline over short or even extended periods. Stocks are
       more volatile and riskier than some other forms of investment, such as
       short-term, high-grade fixed income securities.

     - Foreign Risk: Foreign investments may be riskier than U.S. investments.
       Such risks include, but are not limited to:

        - lack of, or less stringent, uniform accounting, auditing and financial
          reporting standards

        - changes in currency rates

        - nationalization, confiscation, difficulties enforcing contracts, or
          foreign withholding/taxes

        - political instability and diplomatic developments that could adversely
          affect the Fund's investments

        - less government oversight of foreign stock exchanges, brokers and
          listed companies

        - less liquidity due to lower trading volumes of foreign markets which
          may increase price volatility

        - foreign trading practices (including higher trading commissions,
          higher custodial charges and delayed settlements)

        - less publicly available information about foreign companies

        - negative effect on the value of the Fund's investments due to
          fluctuations in the exchange rates between the U.S. dollar and foreign
          currencies

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

                                       19
<PAGE>   20

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                           logo

                                               FIXED INCOME FUND

   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is to maximize total return with secondary emphasis on
   income, which objective may not be changed without shareholder approval.

   In pursuit of its objective, the Fund normally invests at least 80% of its
   total assets in fixed income securities rated within the four highest rating
   categories by a primary credit rating agency or, if unrated, which are
   determined by the Adviser to be of comparable quality. Fixed income
   securities include U.S. Government securities, corporate debt securities,
   U.S. dollar denominated securities of foreign issuers (including corporate
   debt securities, certificates of deposit and bankers' acceptances issued by
   foreign banks, and obligations of foreign governments or their subdivisions,
   agencies and instrumentalities, international agencies and supranational
   entities), zero coupon and pay-in-kind securities, asset-backed securities,
   mortgage-backed securities (including stripped mortgage-backed securities)
   and taxable and tax-exempt municipal securities.

   Although it does not presently intend to do so, the Fund also may invest up
   to 20% of its total assets in high yield securities (debt securities
   determined by a primary credit rating agency to have a lower probability of
   being paid and have a credit rating lower than BBB by Standard & Poor's or
   Baa by Moody's Investor Services, Inc. or, if unrated, which are deemed of
   comparable quality by the Adviser).

   The Adviser begins the portfolio management process by reviewing current
   economic activity and forecasting how it may change in the future. The
   Adviser uses this forecast to allocate the Fund's assets across different
   market sectors and maturities based on its view of the relative value of each
   sector or maturity. The Adviser analyzes the risk profile of the Fund's
   benchmark, the Lehman Government/ Corporate Bond Index, then adjusts the
   portfolio's risk relative to the benchmark to enhance long-term returns.
   Specific securities are included in the portfolio based on a fundamental
   analysis of the securities' cash flow risk and/or credit fundamentals.

   Under normal conditions, the Fund intends to hold securities (other than
   money market securities) with maturities primarily between 1 and 30 years
   with an average maturity of between 5 and 13 years, when weighted according
   to the Fund's holdings. However, securities with any maturity are eligible
   for purchase. The Adviser may sell a security if its fundamental qualities
   deteriorate or to take advantage of more attractive investment opportunities.

   (See "Other Considerations -- Temporary Defensive Positions".)

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Interest Rate Risk: Interest rate risk is the chance that the value of
       the bonds the Fund holds will decline due to rising interest rates. When
       interest rates rise, the price of most bonds goes down. When interest
       rates go down, bond prices go up. The price of a bond is also affected by
       its maturity. Bonds with longer maturities generally have greater
       sensitivity to changes in interest rates.

                                       20
<PAGE>   21

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                          logo

                                               FIXED INCOME FUND
                                               CONTINUED

     - Credit Risk: Credit risk is the chance that a bond issuer will fail to
      repay interest and principal in a timely manner, reducing the Fund's
      return. Also, an issuer may suffer adverse changes in financial condition
      that could lower the credit quality of a security, leading to greater
      volatility in the price of the security and the Fund's shares. A change in
      the quality rating of a bond can affect the bond's liquidity and make it
      more difficult for the Fund to sell. Because of their more precarious
      financial position, issuers of high yield bonds may be more vulnerable to
      changes in the economy or to interest rate changes that might affect their
      ability to repay debt.

     - Prepayment Risk: The Fund's investments in mortgage-backed and
       asset-backed securities are subject to the risk that the principal amount
       of the underlying obligation may be repaid prior to the bond's maturity
       date. Such repayments are common when interest rates decline. When such a
       repayment occurs, no additional interest will be paid on the investment.
       Prepayment exposes the Fund to lower return upon subsequent reinvestment
       of the principal.

     - Income Risk: Income risk is the chance that falling interest rates will
       cause the Fund's income to decline. Income risk is generally higher for
       short-term bonds.

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

     - Yield Curve Risk: This is the risk that changes in the shape of the yield
       curve will affect the value of the Fund's investments in income-producing
       or debt securities.

     - Volatility Risk: This is the risk that the magnitude of the changes in
       the shape of the yield curve will affect the value of the Fund's
       investments in income-producing or debt securities.

   ADDITIONAL RISKS:

     - Asset-backed securities involve the risk that such securities may not
       have the benefit of a complete security interest in the related
       collateral.

     - The Fund has authority to invest up to 20% of its assets in high yield,
       high risk debt securities. These lower quality securities have
       speculative characteristics and are more volatile and are more subject to
       credit risk than investment grade securities. High yield securities tend
       to be more susceptible to high interest rates and to real or perceived
       adverse economic and competitive industry conditions.

                                       21
<PAGE>   22

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                MONEY MARKET FUND
   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is current income consistent with stability of
   principal, which objective may not be changed without shareholder approval.

   The Fund invests substantially all (but not less than 80%) of its total
   assets in a diversified and liquid portfolio of high quality money market
   investments, including:

     - U.S. Government securities;

     - Certificates of deposits, time deposits, bankers' acceptances and other
       short-term instruments issued by U.S. or foreign banks;

     - U.S. and foreign commercial paper and other short-term corporate debt
       obligations, including those with floating rate or variable rates of
       interest;

     - Obligations issued or guaranteed by one or more foreign governments or
       their agencies, including supranational entities;

     - Loan participation interests;

     - Asset backed securities; and

     - Repurchase agreements collateralized by the types of securities described
       above.

   The Fund is required to invest at least 95% of its assets in the securities
   of issuers with the highest credit rating, with the remainder invested in
   securities with the second-highest credit rating. The Fund is subject to
   certain federal requirements which include the following:

     - maintain an average dollar-weighted portfolio maturity of 90 days or less

     - buy individual securities that have remaining maturities of 397 days or
       less

     - invest only in high-quality, dollar denominated, short-term obligations.

   (See "Other Considerations -- Temporary Defensive Positions".)

   PRINCIPAL INVESTMENT RISKS: The Fund is not guaranteed to maintain a constant
   net asset value of $1.00 per share, and it is possible to lose money by
   investing in the Fund.

     - Interest Rate Risk: This is the risk that changes in interest rates will
       affect the value of the Fund's investments in income-producing or debt
       securities. Increases in interest rates may cause the value of the Fund's
       investments to decline.

     - Credit Risk: Although credit risk is very low because the Fund only
       invests in high quality obligations, if an issuer fails to pay interest
       or repay principal, the value of your investment could decline.

                                       22
<PAGE>   23

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                DIVERSIFIED ASSETS FUND
   INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES: The Fund's
   investment objective is total return consistent with reduction of long-term
   volatility, which objective may not be changed without shareholder approval.

   While the Fund normally invests approximately 65% of its total assets in
   fixed income securities (which include investment grade corporate bonds and
   U.S. Government securities), 25% in equity securities and 10% in money market
   securities, the mix may vary within ranges of 50-70% for fixed income
   securities, 20-40% for stocks and 5-15% for money market securities.

   The Adviser uses a portfolio management team approach. In making asset
   allocation decisions, the portfolio management team evaluates forecasts for
   inflation, interest rates and long-term corporate earnings growth. The team
   then examines the potential effect of these factors on each asset group over
   a one-to-three-year time period and compares its risk analysis to a weighted
   index of 65% of the Lehman Intermediate Government/Corporate Bond Index, 25%
   of the S&P 500(R) Index, and 10% of the 90-day Treasury Bill. The team then
   selects securities based on a bottom-up analysis in accordance with the
   following criteria:

     - Bonds. The Fund invests in fixed income securities including (1)
       government and corporate bonds, (2) mortgage-backed securities (including
       stripped mortgage-backed securities) and (3) asset-backed securities. The
       Fund invests primarily in bonds rated within the four highest long-term
       or two highest short-term rating categories or comparable quality unrated
       securities. The Fund may invest up to 20% of its total assets in high
       yield debt securities although it does not presently intend to do so.
       Under normal conditions, the Fund intends to hold debt securities (other
       than money market securities) with maturities between 1 and 10 years.
       However, securities with any maturity are eligible for purchase. The
       Adviser begins the portfolio management process by reviewing current
       economic activity and forecasting how it may change in the future. The
       Adviser uses this forecast to allocate the Fund's assets across different
       market sectors and maturities based on its view of the relative value of
       each sector or maturity.

     - Stocks. The Fund invests in common stocks, preferred stocks and
       convertible securities. The Fund may invest in both U.S. issuers and
       foreign issuers whose securities are U.S. dollar denominated and traded
       on a U.S. security market, and invests primarily in equity securities of
       larger capitalization companies. The Adviser uses a "bottom-up" approach
       to selecting securities for investment. Based upon the analysis of
       various factors, the Adviser selects those securities which, in its
       judgment, will outperform the average for the companies included in the
       S&P 500(R) Index.

     - Money Market Instruments. The Fund will invest in high-quality, U.S.
       dollar denominated short-term obligations, including commercial paper,
       asset-backed securities, obligations of financial institutions and other
       high-quality money market instruments issued by U.S. and foreign issuers.
       These securities will be rated in one of the two highest short-term
       rating categories of at least two rating agencies or will be unrated
       securities of comparable quality.

   (See "Other Considerations -- Temporary Defensive Positions".)

                                       23
<PAGE>   24

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                DIVERSIFIED ASSETS FUND
                                                CONTINUED

   PRINCIPAL INVESTMENT RISKS: The price per share of the Fund will fluctuate
   with changes in value of the investments held by the Fund. You may lose money
   by investing in the Fund. The Fund faces the following general risks:

     - Market Risk: The values of stocks fluctuate in response to the activities
       of individual companies and general stock market and economic conditions.
       Stock prices may decline over short or even extended periods. Stocks are
       more volatile and riskier than some other forms of investment, such as
       short-term, high-grade fixed income securities.

     - Interest Rate Risk: Interest rate risk is the chance that the value of
       the bonds the Fund holds will decline due to rising interest rates. When
       interest rates rise, the price of most bonds goes down. When interest
       rates go down, bond prices go up. The price of a bond is also affected by
       its maturity. Bonds with longer maturities generally have greater
       sensitivity to changes in interest rates.

     - Credit Risk: Credit risk is the chance that a bond issuer will fail to
       repay interest and principal in a timely manner, reducing the Fund's
       return. Credit risk is somewhat minimized by the Fund's policy of
       investing primarily in bonds rated within the four highest long-term or
       two highest short-term rating categories or comparable quality unrated
       securities and through adequate diversification among issuers and
       industries.

     - Selection Risk: Selection risk is the chance that poor security selection
       will cause the Fund to underperform other funds with similar investment
       objectives.

     - Capitalization Risk: Securities of small and mid-capitalization companies
       tend to be more volatile, have less predictable earnings and are less
       liquid than those of large capitalization companies.

     - Yield Curve Risk: This is the risk that changes in the shape of the yield
       curve will affect the value of the Fund's investments in income-producing
       or debt securities.

     - Volatility Risk: This is the risk that the magnitude of the changes in
       the shape of the yield curve will affect the value of the Fund's
       investments in income-producing or debt securities.

                                       24
<PAGE>   25

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                OTHER CONSIDERATIONS
   TEMPORARY DEFENSIVE POSITIONS: In order to meet liquidity needs or for
   temporary defensive purposes, each Fund may hold investments, including
   uninvested cash reserves, that are not part of its main investment strategy.
   Each of the Growth Fund, Global Opportunities Fund, Diversified Assets Fund
   and Fixed Income Fund (the "Non-Money Market Funds") may invest up to 100% of
   its assets in money market instruments, including short-term debt securities
   issued by the U.S. Government and its agencies and instrumentalities,
   domestic bank obligations, commercial paper or in repurchase agreements
   secured by bank instruments (with regard to the Global Opportunities Fund,
   such investment may include those of foreign governments and companies). In
   addition, each Non-Money Market Fund may hold equity securities which in the
   Adviser's opinion are more conservative than the types of securities in which
   the Fund typically invests. To the extent the Funds are engaged in temporary
   or defensive investments, a Fund will not be pursuing its investment
   objective.

   PORTFOLIO TURNOVER: While the Funds do not engage in short-term trading, in
   some cases in response to market conditions, a Fund's portfolio turnover may
   exceed 100%. A higher rate of portfolio turnover increases brokerage and
   other expenses, which must be borne by the Fund and its shareholders and may
   adversely affect the Fund's performance. High portfolio turnover also may
   result in the realization of substantial net short-term capital gains, which
   are taxable as ordinary income when distributed to shareholders.

                                                YEAR 2000

   Like other funds and business organizations around the world, the Funds could
   be adversely affected if the computer systems used by the Adviser and other
   service providers do not properly process and calculate date-related
   information for the year 2000 and beyond.

   The Funds have been assured that the Adviser and other service providers
   (i.e., Administrator, Transfer Agent, Fund Accounting Agent, Custodian and
   Distributor) have developed and are implementing clearly defined and
   documented plans intended to minimize risks to services critical to the
   Funds' operations associated with Year 2000 issues. Internal efforts include
   a commitment to dedicate adequate staff and funding to identify and remedy
   Year 2000 issues, and specific actions such as inventorying software systems,
   determining inventory items that may not function properly after December 31,
   1999, reprogramming or replacing such systems, and retesting for Year 2000
   readiness. The Funds' Adviser and service providers are likewise seeking
   assurances from their respective vendors and suppliers that such entities are
   addressing any Year 2000 issues, and each provider intends to engage, where
   appropriate, in private and industry or "streetwide" interface testing of
   systems for Year 2000 readiness.

                                       25
<PAGE>   26

  INVESTMENT OBJECTIVES, STRATEGIES AND RISKS
                                                            logo

                                                YEAR 2000
                                                CONTINUED

   In the event that any systems upon which the Funds are dependent are not Year
   2000 compliant by December 31, 1999, administrative errors and account
   maintenance failures would likely occur. While the ultimate costs or
   consequences of incomplete or untimely resolution of Year 2000 issues by the
   Adviser or the Funds' service providers cannot be accurately assessed at this
   time, the Funds currently have no reason to believe that the Year 2000 plans
   of the Adviser and other service providers will not be completed by December
   31, 1999, or that the anticipated costs associated with full implementation
   of their plans will have a material adverse impact on either their business
   operations or financial condition or those of the Funds. The Funds and the
   Adviser will continue to closely monitor developments relating to this issue,
   including development by the Adviser and other service providers of
   contingency plans for providing back-up computer services in the event of a
   systems failure or the inability of any provider to achieve Year 2000
   readiness. Separately, the Adviser will monitor potential investment risk
   related to Year 2000 issues.

   In addition, Year 2000 issues may adversely affect companies in which the
   Funds invest where, for example, such companies incur substantial costs to
   address Year 2000 issues or suffer losses caused by the failure to adequately
   or timely do so. This risk may be greater for those Funds which invest in the
   securities of foreign issuers.

                                       26
<PAGE>   27

  FUND MANAGEMENT
                          [LOGO]

                           THE INVESTMENT ADVISER

   Allianz of America, Inc. (the "Adviser") is the adviser for the Funds. The
   Adviser, a registered investment adviser, was established in 1976 and as of
   December 31, 1998 managed more than $21 billion in fixed income, equity and
   real estate investments. The Adviser is a subsidiary of Allianz AG Holding
   ("Allianz AG"), one of the world's largest insurance and financial services
   companies. Allianz AG is headquartered in Munich, Germany and has operations
   in 68 countries. In North America, Allianz AG owns and operates Fireman's
   Fund Insurance Company, Allianz Life Insurance Company of North America,
   Jefferson Insurance Company, Allianz Insurance Company, Allianz Canada, and
   Allianz Mexico. Through its portfolio management team, the Adviser makes the
   day-to-day investment decisions and continuously reviews, supervises and
   administers the Funds' investment programs.

   For these advisory services, each Fund pays the Adviser a fee at the annual
   rate shown below:

<TABLE>
<CAPTION>
                                                                PERCENTAGE OF AVERAGE
                                                                     NET ASSETS
                                                                ---------------------
<S>                                                             <C>
  Growth Fund                                                           .75%
  Global Opportunities Fund                                             .95%
  Fixed Income Fund                                                     .50%
  Money Market Fund                                                     .35%
  Diversified Assets Fund                                               .55%
</TABLE>

   Ordinarily, the Adviser may voluntarily waive a portion of its advisory fee
   and/or reimburse expenses incurred by the Funds, and such waiver and/or
   reimbursements may be discontinued at any time. The Adviser has entered into
   a contractual expense limitation agreement with the Trust, pursuant to which,
   until at least September 30, 2000 (a) the Adviser has agreed to limit each
   Fund's and each class' total expenses and (b) the Adviser is entitled to
   recoup any waived fees to the extent the actual total operating expenses are
   less than those stated in this Prospectus.

                           PORTFOLIO MANAGERS

   The Adviser has several portfolio managers committed to the day-to-day
   management of the Funds. Each portfolio manager uses a team approach to the
   investment management of the Non-Money Market Funds and relies on analysis,
   research and other information furnished by the team's experienced investment
   professionals.

   Fixed Income Investments: Gary Brown is responsible for the team of highly
   trained investment professionals who manage the assets of the Fixed Income
   Fund. He is also responsible for the fixed income investments of the
   Diversified Assets Fund and for the Money Market Fund. He is Senior Managing
   Director, Fixed Income of the Adviser and has twenty-four years of investment
   experience. Mr. Brown is currently responsible for directing the management
   of the Adviser's fixed income investments. He has been with the Adviser since
   1991, after serving as Managing Director at CIGNA Investments from 1986 to
   1991, with responsibility for CIGNA's public taxable and tax-exempt bond
   portfolios, as well as four fixed income mutual funds and institutional
   client portfolios. His investment experience has covered all fixed income
   securities, including governments, corporates, mortgages, high yield,
   convertibles and various derivative products. Mr. Brown was a Vice President
   with CIGNA from 1982 to 1986, managing public and private fixed income
   investments for the insurance company
                                       27
<PAGE>   28

  FUND MANAGEMENT
                          [LOGO]

                           PORTFOLIO MANAGERS
                           CONTINUED

   portfolios, responsible for asset and liability management and CIGNA's
   convertible securities portfolio. Prior to joining CIGNA, he managed public
   bond and private placement investments for INA Capital Advisors, Inc from
   1979 to 1982, and was an investment analyst with The Penn Mutual Life
   Insurance Company from 1975 to 1979. Mr. Brown received a B.S. and an M.B.A.
   from Drexel University.

   Equity Investments: Ronald M. Clark, Senior Managing Director, is responsible
   for the day-to-day management of the Growth Fund and the Global Opportunities
   Fund and is also responsible for the equity investments of the Diversified
   Assets Fund. Mr. Clark is also responsible for directing the management of
   all equity investments of the Adviser and has twenty-nine years of investment
   experience. He began his career in 1972 at Mutual of New York as an
   investment analyst, and shortly thereafter joined its subsidiary, North
   American Life and Casualty, which was later renamed Allianz Life Insurance
   Company of North America, where he was Chief Investment Officer from 1973 to
   1980. Since 1980, Mr. Clark has been with the Adviser. In addition to equity
   investments, his responsibilities include membership on the Investment Policy
   Committee of Allianz worldwide and the Finance Committee of the Adviser. In
   addition, he provides senior level oversight of real estate investments and
   holding company corporate finance activities. He is a graduate of the
   University of Wisconsin, with an undergraduate degree in Industrial
   Engineering, and masters in Finance and Real Estate.

   The SAI has more detailed information about the Adviser and other service
   providers.

                           ADVISER'S PRIOR PERFORMANCE

   Both the Money Market Fund and the Diversified Assets Fund are substantially
   similar to other pooled accounts advised by the Adviser. The performance
   information shown below is the performance of unregistered master trust
   portfolios managed by the Adviser for tax-exempt investors. Each master trust
   portfolio has investment objectives, policies, styles and strategies
   substantially similar to ones that will be employed by the corresponding
   Fund. Each master trust portfolio is not subject to the diversification
   requirements, specific tax restrictions and investment limitations imposed on
   the Funds by the Investment Company Act of 1940 and Subchapter M of the
   Internal Revenue Code. Consequently, the

                                       28
<PAGE>   29

  FUND MANAGEMENT
                          [LOGO]


                           ADVISER'S PRIOR PERFORMANCE


                           CONTINUED


performance of each master trust portfolio may have been adversely affected if
it had been regulated as an investment company under the federal securities
laws. Although this performance reflects the fees and expenses of the master
trust portfolios, this performance HAS NOT BEEN adjusted to reflect the fees and
expenses which will apply to the Funds. Had such performance been adjusted for
such fees and expenses, the performance results would have been lower. The
information does not represent the Funds' performance, as each is newly
organized and has no performance record of its own, nor is it indicative of the
Funds' future performance. The performance was calculated in accordance with
recommended standards of the Association for Investment Management and Research
(AIMR), retroactively applied to all time periods. Investment results were not
calculated pursuant to the methodology established by the Securities and
Exchange Commission that will be used to calculate the Funds' performance
results.

                           MASTER TRUST PORTFOLIO ANNUAL TOTAL RETURN


<TABLE>
<CAPTION>
        MASTER TRUST PORTFOLIO      1992    1993    1994    1995    1996    1997     1998
    <S>                             <C>     <C>     <C>     <C>     <C>     <C>     <C>
                                    ------------------------------------------------------
     MONEY MARKET                    4.26%   3.54%   3.98%   6.10%   5.50%   5.67%   5.49%
                                    ------------------------------------------------------
     DIVERSIFIED ASSETS              4.19%   5.49%  -1.65%  20.66%  10.36%  15.91%  13.82%
    --------------------------------------------------------------------------------------
</TABLE>



                           MASTER TRUST PORTFOLIO
                           AVERAGE ANNUAL RATES OF RETURN FOR PERIODS ENDING
                           DECEMBER 31, 1998



   The table below provides an indication of the risks of an investment in the
   Funds by showing performance of the master trust portfolios, as described
   above, as compared to a broad-based securities index and in the case of the
   diversified assets master trust portfolio, additionally to an index created
   by the Adviser.



<TABLE>
<CAPTION>
                                                                       SINCE    INCEPTION
                                                  1 YEAR   5 YEARS   INCEPTION    DATE
    <S>                                           <C>      <C>       <C>        <C>
                                                  ---------------------------------------
     MONEY MARKET MASTER TRUST PORTFOLIO           5.49%     5.35%     4.93%      1/1/92*
                                                  ---------------------------------------
     3 MONTH TREASURY BILL                         5.06%     5.11%     4.61%
    -------------------------------------------------------------------------------------
     DIVERSIFIED ASSETS MASTER TRUST PORTFOLIO    13.82%    11.56%     9.59%      1/1/92*
                                                  ---------------------------------------
     LEHMAN INTERMEDIATE GOVERNMENT/ CORPORATE
     BOND INDEX                                    8.42%     6.59%     6.99%
                                                  ---------------------------------------
     DIVERSIFIED ASSETS INDEX**                   13.36%    10.78%     9.91%
    -------------------------------------------------------------------------------------
     *Commencement of Operations
    **An index created by the Adviser consisting of several securities market indices
      including 65% of the Lehman Intermediate Government/Corporate Bond Index, 25% of
      the S&P 500(R) Index and 10% of the 90-day Treasury Bill.
</TABLE>


                           THE ADMINISTRATOR AND DISTRIBUTOR

   BISYS Fund Services Ohio, Inc. ("BISYS"), whose address is 3435 Stelzer Road,
   Columbus, Ohio 43219-3035, serves as the Funds' administrator, transfer agent
   and fund accountant. Administrative services of BISYS include providing
   office space, equipment and clerical personnel to the Funds and supervising
   custodial, auditing, valuation, bookkeeping, legal and dividend disbursing
   services.

   BISYS Fund Services Limited Partnership serves as the distributor of the
   Funds' shares (the "Distributor"). The Distributor may provide financial
   assistance in connection with pre-approved seminars, conferences and
   advertising to the extent permitted by applicable state or self-regulatory
   agencies, such as the National Association of Securities Dealers.
                                       29
<PAGE>   30

  SHAREHOLDER INFORMATION
                                  [Logo]

                                PRICING OF FUND SHARES
   ---------------------------

   HOW NET ASSET VALUE IS
   CALCULATED

   NAV is calculated by adding
   the total value of a Fund's
   investments and other
   assets, subtracting its
   liabilities and then
   dividing that figure by the
   number of outstanding
   shares of the Fund:

              NAV =
   Total Assets - Liabilities
   --------------------------
        Number of Shares
           Outstanding

   NAV is calculated
   separately for each Class.

   ---------------------------
                                  MONEY MARKET FUND


                                  The Money Market Fund's NAV, the offering
                                  price, is expected to be constant at $1.00 per
                                  share although this value is not guaranteed.
                                  The NAV is determined each day at 1:00 p.m.
                                  Eastern time, on days the New York Stock
                                  Exchange (the "NYSE") is open. The Money
                                  Market Fund values its securities at their
                                  amortized cost. The amortized cost method
                                  values a portfolio security initially at its
                                  cost on the date of the purchase and
                                  thereafter assuming a constant amortization to
                                  maturity of the difference between the
                                  principal amount due at maturity and initial
                                  cost.

                                  OTHER FUNDS

                                  Per share NAV for each Fund, other than the
                                  Money Market Fund, is determined and its
                                  shares are priced at the close of regular
                                  trading on the NYSE, normally at 4:00 p.m.
                                  Eastern time, on days the NYSE is open.

                                  Your order for purchase, sale or exchange of
                                  shares is priced at the next NAV calculated
                                  after your order is received in proper form by
                                  the Fund less any applicable sales charge (as
                                  noted in the section on "Distribution
                                  Arrangements/Sales Charges") on any day that
                                  both the NYSE and the Funds' custodian are
                                  open for business. This is what is known as
                                  the offering price. For example: If you place
                                  a purchase order to buy shares of the Fund, it
                                  must be received by 4:00 p.m. Eastern time in
                                  order to receive the NAV calculated at 4:00
                                  p.m. Eastern time. If your order is received
                                  after 4:00 p.m. Eastern time, you will receive
                                  the NAV calculated on the next day at 4:00
                                  p.m. Eastern time.

                                  The securities (other than short-term debt
                                  securities) of the Funds, except the Money
                                  Market Fund, are generally valued at current
                                  market prices. If market quotations are not
                                  available, prices will be based on fair value
                                  as determined in good faith by or at the
                                  direction of the Funds' Trustees.

                                  After the pricing of a foreign security has
                                  been established, if an event occurs which
                                  would likely cause the value to change, the
                                  value of the foreign security may be priced at
                                  fair value as determined in good faith by or
                                  at the direction of the Fund's Trustees. The
                                  effect of using fair value pricing is that the
                                  Fund's NAV will be subject to the judgment of
                                  the Board of Trustees or its designees instead
                                  of being determined by the market. In
                                  addition, the foreign securities acquired by a
                                  Fund may be valued in foreign markets on days
                                  when the Fund's NAV is not calculated. In such
                                  cases, the NAV of a Fund may be significantly
                                  affected on days when investors cannot buy or
                                  sell shares.

                                       30
<PAGE>   31

  SHAREHOLDER INFORMATION
                                  [Logo]

                                PURCHASING SHARES

<TABLE>
<CAPTION>
                                                                                  MINIMUM           MINIMUM
                                                                                  INITIAL          SUBSEQUENT
                                                         ACCOUNT TYPE            INVESTMENT        INVESTMENT
                                                   <S>                       <C>                   <C>
                                                   CLASS A, B OR Y
                                                   Regular (non-retirement)        $ 500             $  50
                                                   Retirement (IRA)                $ 250             $ 250
                                                   Automatic Investment Plan       $ 250             $  50
</TABLE>

                                     - All purchases must be in U.S. dollars.
                                     - A fee will be charged for any checks that
                                       do not clear.
                                     - Third-party checks are not accepted.
                                     A Fund may waive its minimum purchase
                                     requirement and the Distributor may reject
                                     a purchase order if it considers it in the
                                     best interest of the Fund and its
                                     shareholders.

   You may purchase shares
   of the Funds through the
   Distributor or through
   banks, brokers and other
   investment
   representatives, which
   may charge additional
   fees and may require
   higher minimum
   investments or impose
   other limitations on
   buying and selling
   shares. If you purchase
   shares through an
   investment
   representative, that
   party is responsible for
   transmitting orders by
   close of business and
   may have an earlier
   cut-off time for
   purchase and sale
   requests. Consult your
   investment
   representative or
   institution for specific
   information.

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

   AVOID 31% TAX WITHHOLDING

   Each Fund is required to withhold 31% of taxable dividends, capital gains
   distributions and redemptions paid to shareholders who have not provided the
   Fund with their certified taxpayer identification number in compliance with
   IRS rules. To avoid this, make sure you provide your correct Tax
   Identification Number (Social Security Number for most investors) on your
   account application.
   -----------------------------------------------------------------------------

                                       31
<PAGE>   32

  SHAREHOLDER INFORMATION
                                  [Logo]

                                PURCHASING SHARES
                                CONTINUED

   INSTRUCTIONS FOR OPENING OR
   ADDING TO AN ACCOUNT

   BY REGULAR MAIL OR EXPRESS MAIL


   If purchasing through your financial adviser or broker, simply tell your
   advisor or broker that you wish to purchase shares of the Funds and he or she
   will take care of the necessary documentation. For all other purchases,
   follow the instructions below.


   All investments made by regular mail or express delivery, whether initial or
   subsequent, should be sent:

         BY REGULAR MAIL:
         USAllianz Funds
         P.O. Box 182248
         Columbus, OH 43218-2248

         BY EXPRESS MAIL:
         USAllianz Funds
         3435 Stelzer Road
         Columbus, OH 43219

   For Initial Investment:

   1. Carefully read and complete the application. Establishing your account
      privileges now saves you the inconvenience of having to add them later.


   2. Make check, bank draft or money order payable to "USAllianz Funds." Also
      include the name of the appropriate Fund(s) on the check.

   3. Mail or deliver application and payment to the address above.

   For Subsequent Investment:

   1. Use the investment slip attached to your
      account statement. Or, if unavailable,
      provide the following information:
      - Fund name
      - Share class
      - Amount invested

      - Account name and account number


   2. Mail or deliver investment slip and payment
      to the address above.

   ELECTRONIC PURCHASES

   Your bank must participate in the Automated Clearing House (ACH) and must be
   a U.S. Bank. Your bank or broker may charge for this service.

   Establish electronic purchase option on your account application or call toll
   free 1-877-833-7113. Your account can generally be set up for electronic
   purchases within 15 days.

   Call toll free 1-877-833-7113 to arrange a transfer from your bank account.

                                                      ELECTRONIC VS. WIRE
                                                      TRANSFER

                                                      Wire transfers allow
                                                      financial institutions to
                                                      send funds to each other,
                                                      almost instantaneously.
                                                      With an electronic
                                                      purchase or sale, the
                                                      transaction is made
                                                      through the Automated
                                                      Clearing House (ACH) and
                                                      may take up to 8 days to
                                                      clear.


                                       32
<PAGE>   33

  SHAREHOLDER INFORMATION
                                  [Logo]

                                PURCHASING SHARES
                                CONTINUED

   BY WIRE TRANSFER

   Note: Your bank may charge a wire transfer fee.

   For initial investment:

   Fax the completed application, along with a request for a confirmation number
   to 1-877-833-7113 (toll free). Follow the instructions below after receiving
   your confirmation number.

   For initial and subsequent investments:

   Instruct your bank to wire transfer your investment to:

     - Huntington National Bank
     - Routing Number: ABA #044000024
     - A/C #01899622559
     - Include:
        - Your name
        - Your confirmation number

   After instructing your bank to wire the funds, call toll free 1-877-833-7113
   to advise us of the amount being transferred and the name of your bank.

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

   You can also add to your account by using the convenient options described
   below. Each Fund reserves the right to change or eliminate these privileges
   at any time with 60 days' notice.
   -----------------------------------------------------------------------------

   AUTOMATIC INVESTMENT PLAN

   You can make automatic investments in the Funds from your bank account,
   through payroll deduction or from your federal employment, Social Security or
   other regular government checks. Automatic investments can be as little as
   $50 per month, once you've invested the $250 minimum required to open the
   account.

   To invest regularly from your bank account:

   Complete the automatic investment plan portion on your account application.
   Make sure you:
     - Note your bank name, address and account number
     - Note the amount you wish to invest automatically (minimum $50)
     - Attach a voided personal check.

   To invest regularly from your paycheck or government check: Call toll free
   1-877-833-7113 for an enrollment form.

                                       33
<PAGE>   34

  SHAREHOLDER INFORMATION
                                  [Logo]

                                PURCHASING SHARES
                                CONTINUED

   DIRECTED DIVIDEND OPTION

   By selecting the appropriate box in the account application, you can elect to
   receive your distributions in cash (check) or have distributions (capital
   gains and dividends) reinvested in another Fund without a sales charge. You
   must maintain the minimum balance in each Fund into which you plan to
   reinvest dividends or the reinvestment will be suspended and your dividends
   paid to you in cash. Each Fund may modify or terminate this reinvestment
   option without notice. In the event a Fund modifies this reinvestment option
   in a manner which makes it unavailable to you, or terminates it entirely, you
   would receive all distributions in cash (check). You can change or terminate
   your participation in the reinvestment option at any time.

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

   DIVIDENDS AND DISTRIBUTIONS

   All dividends and distributions will be automatically reinvested unless you
   request otherwise. There are no sales charges for reinvested distributions.
   Dividends are higher for Class Y shares than for Class A and B shares,
   because Class Y shares have lower distribution expenses. Capital gains are
   distributed at least annually.

   DISTRIBUTIONS ARE MADE ON A PER SHARE BASIS REGARDLESS OF HOW LONG YOU'VE
   OWNED YOUR SHARES. THEREFORE, IF YOU INVEST SHORTLY BEFORE THE DISTRIBUTION
   DATE, SOME OF YOUR INVESTMENT MAY BE RETURNED TO YOU IN THE FORM OF A
   DISTRIBUTION.
   -----------------------------------------------------------------------------

                                       34
<PAGE>   35

  SHAREHOLDER INFORMATION
                                  [LOGO]

                                SELLING YOUR SHARES
   You may sell your shares
   at any time. Your sales
   price will be the next NAV
   after your sell order is
   received by the Fund, its
   transfer agent or your
   investment representative.
   Normally you will receive
   your proceeds within a
   week after your request is received. See section on "General Policies on
   Selling Shares" below.

   CONTINGENT DEFERRED SALES CHARGE

   When you sell Class B shares, you will be charged a fee for any shares that
   have not been held for a sufficient length of time. These fees will be
   deducted from the money paid to you. See the section on "Distribution
   Arrangements/Sales Charges" below for details.

   INSTRUCTIONS FOR SELLING SHARES

   If selling your shares through your financial adviser or broker, ask him or
   her for redemption procedures. Your adviser and/or broker may have
   transaction minimums and/or transaction times which will affect your
   redemption. For all other sales transactions, follow the instructions below.

<TABLE>
    <S>                                    <C>
    BY TELEPHONE                           1. Call toll free 1-877-833-7113 with instructions as to
    (unless you have declined telephone       how you wish to receive your funds (mail, wire, electronic
    sales privileges)                         transfer). (See "General Policies on Selling
                                              Shares -- Verifying Telephone Redemptions" below.)

      BY MAIL                              1. Call toll free 1-877-833-7113 to request redemption
      (See "General Policies on Selling    forms or write a letter of instruction indicating:
      Your Shares -- Redemptions in        - your Fund and account number
      Writing Required" below.)            - amount you wish to redeem
                                           - address where your check should be sent
                                           - account owner signature
                                           2. Mail to: USAllianz Funds, P.O. Box 182248, Columbus, OH
                                           43218-2248

      BY OVERNIGHT SERVICE                 See "By mail" instruction 1 above.
      (See "General Policies on Selling
      Shares -- Redemptions in Writing     2. Send to: USAllianz Funds, c/o BISYS Fund Services
      Required" below.)                       Attn: T.A. Operations, 3435 Stelzer Road, Columbus, OH
                                              43219

      WIRE TRANSFER                        Call toll free 1-877-833-7113 to request a wire transfer.
      You must indicate this option on
      your application.                    If you call by 4 p.m. Eastern time, your payment will
                                           normally be wired to your bank on the next business day.
      Note: Your financial institution
      may also charge a separate fee.

      ELECTRONIC REDEMPTIONS               Call toll free 1-877-833-7113 to request an electronic
      Your bank must participate in the    redemption.
      Automated Clearing House (ACH) and
      must be a U.S. bank.                 If you call by 4 p.m. Eastern time, the NAV of your shares
                                           will normally be determined on the same day and the
      Your bank may charge for this        proceeds credited within 8 days.
      service.
</TABLE>

                                   WITHDRAWING MONEY FROM YOUR FUND INVESTMENT
                                   As a mutual fund shareholder, you are
                                   technically selling shares when you request
                                   a withdrawal in cash. This is also known as
                                   redeeming shares or a redemption of shares.

                                       35
<PAGE>   36

  SHAREHOLDER INFORMATION
                                  [Logo]

                                SELLING YOUR SHARES
                                CONTINUED

   SYSTEMATIC WITHDRAWAL PLAN

   You can receive automatic payments from your account on a monthly, quarterly,
   semi-annual or annual basis. The minimum withdrawal is $50. To activate this
   feature:

   - Make sure you've checked the appropriate box on the account application. Or
     call toll free 1-877-833-7113.

   - Include a voided personal check.

   - Your account must have a value of $10,000 or more to start withdrawals.

   - If the value of your account falls below $500, you may be asked to add
     sufficient funds to bring the account back to $500, or the Fund may close
     your account and mail the proceeds to you.

   REDEMPTION BY CHECK WRITING -- MONEY MARKET FUND

   You may write an unlimited number of checks a month in amounts of $250 or
   more on your account in the Money Market Fund. To obtain checks, complete the
   signature card section of the account application or contact the Fund to
   obtain a signature card. Dividends and distributions will continue to be paid
   up to the day the check is presented for payment. The check writing feature
   may be modified or terminated upon 30 days' written notice. You must maintain
   the minimum required account balance of $500 and you may not close your Money
   Market Fund account by writing a check.

   GENERAL POLICIES ON SELLING SHARES
   REDEMPTIONS IN WRITING REQUIRED

   You must request redemption in writing in the following situations:

   1. Redemptions from Individual Retirement Accounts ("IRAs").

   2. Redemption requests requiring a signature guarantee, which include each of
   the following:

     - Redemptions over $50,000

     - Your account registration or the name(s) in your account has changed
       within the last 15 days

     - The check is not being mailed to the address on your account

     - The check is not being made payable to the owner of the account

     - The redemption proceeds are being transferred to another Fund account
       with a different registration.

     A signature guarantee can be obtained from a financial institution, such as
     a bank, broker-dealer or credit union, or from members of the STAMP
     (Securities Transfer Agents Medallion Program), MSP (New York Stock
     Exchange Medallion Signature Program) or SEMP (Stock Exchanges Medallion
     Program). Members are subject to dollar limitations which must be
     considered when requesting their guarantee. The Transfer Agent may reject
     any signature guarantee if it believes the transaction would otherwise be
     improper.

                                       36
<PAGE>   37

  SHAREHOLDER INFORMATION
                                  [Logo]

                                SELLING YOUR SHARES
                                CONTINUED
   GENERAL POLICIES ON SELLING SHARES

   VERIFYING TELEPHONE REDEMPTIONS

   The Funds make every effort to insure that telephone redemptions are only
   made by authorized shareholders. All telephone calls are recorded for your
   protection and you will be asked for information to verify your identity.
   Given these precautions, unless you have specifically indicated on your
   account application that you do not want the telephone redemption feature,
   you may be responsible for any fraudulent telephone orders. If appropriate
   precautions have not been taken, the Transfer Agent may be liable for losses
   due to unauthorized transactions.

   REDEMPTIONS WITHIN 15 DAYS OF INITIAL INVESTMENT

   When you have made your initial investment by check, payment of your
   redemption proceeds will be delayed until the Transfer Agent is satisfied
   that the check has cleared (which may take up to 15 business days). You can
   avoid this delay by purchasing shares with a certified check or federal funds
   wire.

   REFUSAL OF REDEMPTION REQUEST

   Payment for shares may be delayed under extraordinary circumstances or as
   permitted by the Securities and Exchange Commission in order to protect
   remaining shareholders. If you experience difficulty making a telephone
   redemption during periods of drastic economic or market change, you can send
   the Funds your request by regular or express mail.

   REDEMPTION IN KIND

   Each Fund reserves the right to make payment in securities rather than cash,
   known as "redemption in kind." This could occur under extraordinary
   circumstances, such as a very large redemption that could affect Fund
   operations (for example, more than 1% of the Fund's net assets). If the Fund
   deems it advisable for the benefit of all shareholders, redemption in kind
   will consist of securities equal in market value to your shares. When you
   convert these securities to cash, you will pay brokerage charges.

   CLOSING OF SMALL ACCOUNTS

   If your account falls below $500 (not as a result of market action), the Fund
   may ask you to increase your balance. If it is still below $500 after 60
   days, the Fund may close your account and send you the proceeds at the
   current NAV.

   UNDELIVERABLE REDEMPTION CHECKS

   For any shareholder who chooses to receive distributions in cash: If
   distribution checks (1) are returned and marked as "undeliverable" or (2)
   remain uncashed for 6 months, your account will be changed automatically so
   that all future distributions are reinvested in your account. Checks that
   remain uncashed for 6 months will be canceled and the money reinvested in the
   appropriate Fund at its current NAV.

                                       37
<PAGE>   38

  SHAREHOLDER INFORMATION
                                  [Logo]

                                DISTRIBUTION ARRANGEMENTS/SALES CHARGES

   This section describes the sales charges and fees you will pay as an investor
   in different share classes offered by the Funds and ways to qualify for
   reduced sales charges.

<TABLE>
    <S>                                   <C>                                   <C>
                                          CLASS A                               CLASS B
     Sales Charge (Load)                  Front-end sales charge (not           No front-end sales charge. A
                                          applicable to money market funds);    contingent deferred sales charge
                                          reduced sales charges available.      (CDSC) may be imposed on shares
                                                                                redeemed within 6 years after
                                                                                purchase; shares automatically
                                                                                convert to Class A shares after 8
                                                                                years. Maximum initial investment
                                                                                is $250,000.
     Distribution (12b-1) and Service     Subject to annual distribution fee    Subject to annual distribution and
     Fee                                  of up to 0.25% of the Fund's          shareholder servicing fees of up
                                          assets.                               to 1.00% of the Fund's assets.
     Fund Expenses                        Lower annual expenses than Class B    Higher annual expenses than Class
                                          shares.                               A shares.
</TABLE>

   There is also a Class Y open to:

     - Investors for whom the Adviser and its affiliates manage separate
       accounts in a fiduciary, advisory, custodial (other than retirement
       accounts), agency or similar capacity

     - Participants in 401(k) or 403(b) retirement plans

     - Trustees of the Funds and employees and family members of the Adviser and
       its affiliates.

   Class Y shares are not subject to any sales charges or 12b-1 distribution
   fees.

                                       38
<PAGE>   39

  SHAREHOLDER INFORMATION
                                  logo

                                DISTRIBUTION ARRANGEMENTS/SALES CHARGES
                                CONTINUED

   CALCULATION OF SALES CHARGES

   CLASS A SHARES

   Class A shares are sold at their public offering price. This price includes
   the initial sales charge. Therefore, part of the money you invest will be
   used to pay the sales charge. The remainder is invested in shares. The sales
   charge decreases with larger purchases. There is no sales charge on
   reinvested dividends and distributions.

   The current sales charge rates are as follows:

   FOR THE FIXED INCOME FUND

<TABLE>
    <S>                                   <C>                                   <C>
                                          SALES CHARGE                          SALES CHARGE
                                          AS A % OF                             AS A % OF
     YOUR INVESTMENT                      OFFERING PRICE                        YOUR INVESTMENT
     Up to $49,999                        4.75%                                 4.99%
     $50,000 up to $75,000                4.50%                                 4.71%
     $75,001 up to $100,000               3.50%                                 3.63%
     $100,001 up to $250,000              3.25%                                 3.36%
     $250,001 up to $500,000              2.50%                                 2.56%
     $500,001 up to $1,000,000            2.00%                                 2.04%
     $1,000,001 and above(1)              0.00%                                 0.00%
</TABLE>

   FOR THE GROWTH FUND, GLOBAL OPPORTUNITIES FUND AND DIVERSIFIED ASSETS FUND

<TABLE>
    <S>                                   <C>                                   <C>
                                          SALES CHARGE                          SALES CHARGE
                                          AS A % OF                             AS A % OF
     YOUR INVESTMENT                      OFFERING PRICE                        YOUR INVESTMENT
     Up to $49,999                        5.75%                                 6.10%
     $50,000 up to $75,000                4.75%                                 4.99%
     $75,001 up to $100,000               4.50%                                 4.71%
     $100,001 up to $250,000              3.00%                                 3.09%
     $250,001 up to $500,000              2.50%                                 2.56%
     $500,001 up to $1,000,000            2.00%                                 2.04%
     $1,000,001 and above(1)              0.00%                                 0.00%
</TABLE>

   (1) There is no initial sales charge on purchases of $1 million or more.
       However, a contingent deferred sales charge (CDSC) of up to 1.00% of the
       purchase price will be charged to the shareholder if shares are redeemed
       in the first year after purchase. This charge will be based on the lower
       of your cost for the shares or their NAV at the time of redemption. There
       will be no CDSC on reinvested distributions.

                                       39
<PAGE>   40

  SHAREHOLDER INFORMATION
                                  logo

                                DISTRIBUTION ARRANGEMENTS/SALES CHARGES
                                CONTINUED
                                              CONTINGENT DEFERRED SALES CHARGE

   CLASS B AND CLASS Y SHARES
   Class B and Y shares are offered at
   NAV, without any up-front sales
   charge. Therefore, all the money
   you invest is used to purchase
   shares. However, if you sell your
   Class B shares of a Fund before the
   sixth anniversary of purchase, you
   will have to pay a contingent
   deferred sales charge at the time
   of redemption. The CDSC will be
   based upon the lower of the NAV at
   the time of purchase or the NAV at
   the time of redemption according to
   the schedule below. There is no
   CDSC on reinvested dividends or
   distributions. Unlike Class B
   shares, you may sell your Class Y
   shares without incurring a CDSC.

<TABLE>
<CAPTION>
                                                         CDSC AS A % OF DOLLAR
                                                           AMOUNT SUBJECT TO
                                YEARS SINCE PURCHASE            CHARGE
                               <S>                       <C>
                               0-1                               5.0%
                               1-2                               4.0%
                               2-3                               3.0%
                               3-4                               3.0%
                               4-5                               2.0%
                               5-6                               1.0%
                               more than 6                       None
</TABLE>

   If you sell some but not all of your Class B shares, certain shares not
   subject to the CDSC (i.e., shares purchased with reinvested dividends) will
   be redeemed first, followed by shares subject to the lowest CDSC (typically
   shares held for the longest time).

   CONVERSION FEATURE -- CLASS B SHARES

   - Class B shares automatically convert to Class A shares of the same Fund
     after 8 years from the end of the month of purchase.

   - After conversion, your shares will be subject to the lower distribution and
     shareholder servicing fees charged on Class A shares, which will increase
     your investment return compared to the Class B shares.

   - You will not pay any sales charge or fees when your shares convert, nor
     will the transaction be subject to any tax.

   - If you purchased Class B shares of one Fund which you exchanged for Class B
     shares of another Fund, your holding period will be calculated from the
     time of your original purchase of Class B shares. The dollar value of Class
     A shares you receive will equal the dollar value of the Class B shares
     converted.
                                       40
<PAGE>   41

  SHAREHOLDER INFORMATION
                                  [logo]

                                DISTRIBUTION ARRANGEMENTS/SALES CHARGES
                                CONTINUED

   SALES CHARGE REDUCTIONS

   Reduced sales charges for Class A shares are available to shareholders with
   investments of $50,000 or more. In addition, you may qualify for reduced
   sales charges under the following circumstances:

     - Letter of Intent. You inform a Fund in writing that you intend to
       purchase enough shares over a 13-month period to qualify for a reduced
       sales charge. You must include a minimum of 5% of the total amount you
       intend to purchase with your letter of intent. Shares purchased under the
       non-binding letter of intent will be held in escrow until the total
       investment has been completed. In the event the letter of intent is not
       completed, sufficient escrowed shares will be redeemed to pay any
       applicable front-end sales charges.

     - Rights of Accumulation. When the value of shares you already own plus the
       amount you intend to invest reaches the amount needed to qualify for
       reduced sales charges, your added investment will qualify for the reduced
       sales charge.

     - Combination Privilege. Combine accounts of multiple Funds (excluding the
       Money Market Fund) or accounts of immediate family household members
       (spouse and children under 21) to achieve reduced sales charges.

   SALES CHARGE WAIVERS

   CLASS A SHARES

   The following qualify for waivers of sales charges:

     - Shares purchased by investment representatives through fee-based
       investment products or accounts.

     - Proceeds from redemptions from another mutual fund complex within 90 days
       after redemption, if you paid a front-end sales charge for those shares.

     - Proceeds from the redemption of Class Y shares.

     - Reinvestment of distributions from a deferred compensation plan, agency,
       trust or custody account that was maintained by the Adviser or its
       affiliates or invested in any USAllianz Fund.

     - Shares purchased by any organization, or its employees, that provides
       services to the Funds; retired Fund trustees; dealers who have an
       agreement with the Distributor; and any trade organization to which the
       Adviser or the Administrator belongs.

                                       41
<PAGE>   42

  SHAREHOLDER INFORMATION
                                  [logo]

                                DISTRIBUTION ARRANGEMENTS/SALES CHARGES
                                CONTINUED

   REINSTATEMENT PRIVILEGE

   If you have sold Class A or Class B shares and decide to reinvest in the same
   Fund within a 90-day period, you will not be charged the applicable sales
   load on amounts up to the value of the shares you sold. You must provide a
   written reinstatement request and payment within 90 days of the date your
   instructions to sell were processed.

   CLASS B SHARES

   The CDSC will be waived under certain circumstances, including the following:

     - Distributions from retirement plans if the distributions are made
       following the death or disability of shareholders or plan participants.

     - Redemptions from accounts other than retirement accounts following the
       death or disability of the shareholder.

     - Returns of excess contributions to retirement plans.

     - Distributions of less than 12% of the annual account value under a
       systematic withdrawal plan.

     - Shares issued in a plan of reorganization sponsored by the Adviser, or
       shares redeemed involuntarily in a similar situation.

   DISTRIBUTION (12b-1) FEES -- CLASS A AND CLASS B SHARES

   12b-1 fees compensate the Distributor and other dealers and investment
   representatives for services and expenses relating to the sale and
   distribution of the Funds' shares. 12b-1 fees are paid from Fund assets on an
   ongoing basis. Over time these fees will increase the cost of your investment
   and may cost you more than paying other types of sales charges.

   The 12b-1 fees vary by share class as follows:

     - Class A shares pay a 12b-1 fee of up to .25% of the average daily net
       assets of a Fund.

     - Class B shares pay a 12b-1 fee of up to .75% of the average daily net
       assets of the applicable Fund. This will cause expenses for Class B
       shares to be higher and dividends to be lower than for Class A shares.

   The higher 12b-1 fee on Class B shares, together with the CDSC, help the
   Distributor sell Class B shares without an "up-front" sales charge. In
   particular, these fees help to defray the Distributor's costs of advancing
   brokerage commissions to investment representatives.

   Over time holders of Class B shares may pay more than the equivalent of the
   maximum permitted front-end sales charge because 12b-1 distribution and
   service fees are paid out of the Fund's assets on an ongoing basis.

                                       42
<PAGE>   43

  SHAREHOLDER INFORMATION
                                  [logo]

                                DISTRIBUTION ARRANGEMENTS/SALES CHARGES
                                CONTINUED

   SHAREHOLDER SERVICE FEES

   Various banks, trust companies, broker-dealers (other than the Distributor)
   and other financial organizations ("Service Organization") may provide
   certain shareholder services for their customers who invest in the Funds'
   Class B shares, through accounts maintained at that Service Organization.
   Each Fund, under shareholder servicing agreements with the Service
   Organization, will pay the Service Organization a fee at an annual rate of up
   to .25% of the Fund's average daily net assets for these services, which
   include:

     - receiving and processing shareholder orders

     - maintaining retirement plan accounts

     - answering questions and handling correspondence for customer accounts

     - acting as the sole shareholder of record for customer accounts

     - issuing shareholder reports and transaction confirmations

                                       43
<PAGE>   44

  SHAREHOLDER INFORMATION
                                  [LOGO]

                                EXCHANGING YOUR SHARES
   You can exchange your shares
   in one Fund for shares of the
   same class of another
   USAllianz Fund, usually
   without paying additional
   sales charges (see "Notes on
   Exchanges" below). No
   transaction fees are charged
   for exchanges.

   You must meet the minimum
   investment requirements and
   shares must be eligible for
   sale in the state for the
   Fund into which you are
   exchanging. Exchanges from
   one Fund to another are
   taxable.

   AUTOMATIC EXCHANGES
   You can use the Money Market
   Fund's automatic exchange
   feature to purchase shares of
   the other Funds at regular
   intervals through regular,
   automatic redemptions from
   the Money Market Fund. To
   participate in the automatic
   exchange:
     - Complete the appropriate
       section of the account
       application.
     - Keep a minimum of $5,000
       in the Money Market Fund
       and $1,000 in the Fund
       whose shares you are
       buying.

   To change the automatic exchange instructions or to discontinue the feature,
   you must send a written request to USAllianz Funds, P.O. Box 182248,
   Columbus, Ohio 43218-2248.

   NOTES ON EXCHANGES

   When exchanging from a Fund that has no sales charge or a lower sales charge
   to a Fund with a higher sales charge, you will pay the difference.

   The registration and tax identification numbers of the two accounts must be
   identical.

   The exchange privilege (including automatic exchanges) may be changed or
   eliminated at any time upon a 60-day notice to shareholders.

                                            INSTRUCTIONS FOR EXCHANGING SHARES
                                            Exchanges may be made by sending a
                                            written request to USAllianz Funds,
                                            P.O. Box 182248, Columbus OH
                                            43218-2248, or by calling toll free
                                            1-877-833-7113. Please provide the
                                            following information:
                                              - Your name and telephone number
                                              - The exact name on your account
                                                and account number
                                              - Taxpayer identification number
                                                (usually your Social Security
                                                number)
                                              - Dollar value or number of shares
                                                to be exchanged
                                              - The name of the Fund from which
                                                the exchange is to be made
                                              - The name of the Fund into which
                                                the exchange is being made
                                            See "Selling Your Shares" above for
                                            important information about
                                            telephone transactions.
                                            To prevent disruption in the
                                            management of the Funds, due to
                                            market timing strategies, exchange
                                            activity may be limited to 5
                                            exchanges within a one-year period
                                            or 3 exchanges within a calendar
                                            quarter.

                                       44
<PAGE>   45

  SHAREHOLDER INFORMATION
                                  logo

                                DIVIDENDS, DISTRIBUTIONS AND TAXES

   Any income a Fund receives is paid out, less expenses, in the form of
   dividends to its shareholders. Shares begin accruing dividends on the day
   they are purchased. Income dividends on the Growth Fund and Global
   Opportunities Fund are usually paid semiannually. Income dividends on the
   Money Market Fund, Diversified Assets Fund and Fixed Income Fund are usually
   paid monthly. Capital gains for all Funds are distributed at least annually.

   An exchange of shares is considered a sale, and any related gains may be
   subject to applicable taxes.

   Dividends generally are taxable as ordinary income. Taxes on capital gains by
   the Funds will vary with the length of time the Fund has held the
   security -- not how long you have invested in the Fund.

   The Global Opportunities Fund may incur foreign income taxes in connection
   with some of its investments. Certain of these taxes may be credited to
   shareholders.

   Dividends are taxable in the year in which they are declared, even if they
   are paid and appear on your account statement the following year. Dividends
   and distributions are treated in the same manner for federal income tax
   purposes whether you receive them in cash or in additional shares.

   You will be notified in January each year about the federal tax status of
   distributions made by a Fund. Depending on your residence for tax purposes,
   distributions also may be subject to state and local taxes, including
   withholding taxes.

   Foreign shareholders may be subject to special withholding requirements.
   There is a penalty on certain pre-retirement distributions from retirement
   accounts. Consult your tax adviser about the federal, state and local tax
   consequences in your particular circumstances.

                                       45
<PAGE>   46

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

ANNUAL/SEMI-ANNUAL REPORTS (REPORTS):

Each Fund's annual and semi-annual reports to shareholders contain additional
information about the Fund's investments. In the annual report, you will find a
discussion of the market conditions and investment strategies that significantly
affected each Fund's performance during its last fiscal year. As of the date of
this Prospectus, the Funds have not yet issued any Reports.

STATEMENT OF ADDITIONAL INFORMATION (SAI):

The SAI provides more detailed information about the Funds, including their
respective operations and investment policies. It is incorporated by reference
and is legally considered a part of this Prospectus.

You can get free copies of Reports and the SAI, or request other information and
discuss your questions about the USAllianz Funds by contacting a broker or bank
that sells the Funds. Or contact the Funds at:

                            USALLIANZ FUNDS
                            3435 STELZER ROAD
                            COLUMBUS, OHIO 43219
                            TELEPHONE: 1-877-833-7113
                            E-MAIL:
                            [email protected]
                            INTERNET:
                            http://www.usallianzfunds.com

You can review the Funds' Reports and the SAI at the Public Reference Room of
the Securities and Exchange Commission in Washington, D.C. Call 1-800-SEC-0330
for information on the operation of the Public Reference Room. This information
is also available on the SEC's internet site at http://www.sec.gov.

Investment Company Act file no. 811-9489.


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission