MOSAIC EQUITY TRUST, 485APOS, 1998-02-27

MOSAIC EQUITY TRUST
485APOS, 1998-02-27

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As Filed with the
Commission on February 27, 1998
Registration No. 2-80805
SEC File No. 811-3615

Securities and Exchange Commission
Washington, D.C.

Form N-1A

Registration Statement Under the Securities Act of 1933 X

Pre-Effective Amendment No.

Post-Effective Amendment No. 20 X

Registration Statement Under the Investment Company Act
of 1940 X

Amendment No. 23

Mosaic Equity Trust
(Exact Name of Registrant as Specified in Charter)

1655 Fort Myer Drive, Arlington, Virginia 22209

Registrant's Telephone Number: (703) 528-3600

W. Richard Mason, Secretary
Mosaic Equity Trust
1655 Fort Myer Drive
Arlington, Virginia 22209
(Name and Address of Agent for Service)

Copies to:
John Rashke, Esquire
DeWitt Ross & Stevens, LC
8000 Excelsior Drive
Madison, Wisconsin 53717

David Leahy, Esquire
Sullivan & Worcester, LLP
1025 Connecticut Avenue, N.W.
Washington, D.C. 20036

Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on February 1, 1998 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on May 1, 1998 pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Being Registered: Mosaic Equity Trust
Investors Fund
Balanced Fund
Mid-Cap Growth Fund
Foresight Fund

<PAGE>
Cross-Reference Sheet

Form N1-A

Part A, Information Required in a Prospectus

Item 1 Inside cover Page
Item 2 Expense Summary
Item 3 Financial Highlights
Item 4 Inside cover, About Mosaic Equity Trust,
Investment Objective, Investment
Policies, Risk Considerations/Investment
Risks
Item 5 Management of the Trust
Item 5A Incorporated by reference in the
Registrant's annual report
Item 6 The Trust and Its Shares, Dividends,
Performance Information, Taxes
(including Federal Tax Considerations
and State Tax Considerations), Net
Asset Value, Shareholder Account Transactions
How to Open a New Account, How to Purchase
Additional Shares, How to Redeem Shares and
rear cover page
Item 7 How to Purchase Additional Shares
Item 8 How to Redeem Shares
(Additional Charges and How to Close An Account)
Item 9 Not applicable

Part B, Items Required in a Statement of
Additional Information

Item 10 Cover page
Item 11 Table of Contents (Cover page)
Item 12 Introductory Information
Item 13 Supplemental Investment Policies,
Investment Limitations
Item 14 The Investment Advisor, Trustees and
Officers
Item 15 Organization of the Trust, Trustees and
Officers
Item 16 The Investment Advisor, Administrative
and Other Expenses, Custodians and
Special Custodians,
Item 17 Portfolio Transactions
Item 18 Organization of the Trust
Item 19 Shareholder Transactions, Redemptions,
Declaration of Dividends, Determination
of Net Asset Value
Item 20 Additional Tax Matters
Item 21 Not applicable
Item 22 Yield and Total Return Calculations
Item 23 Annual Reports are incorporated by reference
and discussed in Financial Statements and Independent
Auditors' Report, Legal Matters & Inde-
pendent Auditors, Additional Information

Part C, Other Information

Items 24 through 32 follow Part B
<PAGE>
Prospectus/May 1, 1998
1655 Fort Myer Drive, Arlington, Virginia 22209-3108

Mosaic Equity Trust
Foresight Fund

Mosaic Equity Trust Foresight Fund (the "Fund") is a diversified mutual
fund whose goal is to obtain capital appreciation for its investors with
the additional objective of being sensitive to potential major market
advances and declines. As such, the Fund may hold very substantial cash
reserves or bonds at times when the Advisor believes the stock market is
highly vulnerable and subject to a meaningful decline, reversal or sell
off.

Features

o No commissions or sales charges
o $1,000 minimum initial investment
o No "12b-1" fees
o Free exchanges with other Mosaic mutual funds
o Purchases and redemptions by mail or by wire
o Telephone exchanges and redemptions

This prospectus is intended to be a concise statement of information
investors should know before investing. After reading the prospectus,
it should be retained for future reference. A paper copy of the
prospectus is available to investors who received an electronic
prospectus without charge by calling or writing the Trust. The
Securities and Exchange Commission maintains a site on the Worldwide Web
that contains reports, proxy and information statements and other
information regarding the Trust at http://www.sec.gov.

A Statement of Additional Information concerning the Trust, bearing the
same date as this prospectus, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. It is
available without charge by calling or writing the Trust.

Shares of the Trust are not deposits or obligations of, or guaranteed or
endorsed by, any bank. Shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board or any other
agency.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Madison Mosaic, LLC
Investment Advisor

Table of Contents

About Mosaic Equity Trust 3
Expense Summary 3
Financial Highlights 4
Investment Objective 5
Investment Policies 5
Investment Risks 5
Specialized Investment Techniques 6
Management of the Trust 6
The Trust and its Shares 7
Dividends 7
Performance Information 7
Taxes 7
Net Asset Value 8
Shareholder Account Transactions 8
How to Open a New Account 8
How to Purchase Additional Shares 9
How to Redeem Shares 9
Other Fees and Services 10

Custodian
Star Bank N.A.
Cincinnati, OH 45202

Independent Accountants
Deloitte & Touche LLP

Telephone Numbers
Shareholder Services
Washington, DC area: 703-528-6500
Toll-free Nationwide: 888-670-3600

Mosaic Tiles (24-hour automated information)
Toll-free Nationwide: 800-336-3063

About Mosaic Equity Trust
Mosaic Equity Trust (the "Trust") is a diversified, open-end management
investment company, commonly known as a mutual fund. The Trust was
organized as a Massachusetts business trust under a Declaration of Trust
dated November 18, 1982. The Trust is managed by Madison Mosaic, LLC, a
wholly-owned subsidiary of Madison Investment Advisors, Inc. (the
"Advisor") of the same address as the Trust. Only shares in the Trust's
Foresight Fund (the "Fund") are offered by means of this prospectus.
The Trust may offer additional funds which are managed independently.
Currently there are three such additional funds offered by a separate
prospectus: the Investors Fund, the Balanced Fund, and the Mid-Cap
Growth Fund.

Expense Summary
Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvested Dividends None
Deferred Sales Load None
Redemption Fee None
Exchange Fee None
Annual Fund Operating Expenses After Expense Reimbursements (as a
percentage of average net assets)
Management Fees 0.75%
12b-1 Fee None
Other Expenses 0.50%
Total Fund Operating Expenses 1.25%
Example 1 year 3 years 5 years 10 years
You would pay the following expenses on a $1,000
investment, assuming (1) a five percent annual return
and (2) redemption at the end of each period:
$13 $40 $69 $151

The purpose of this table is to assist investors in understanding the
various costs and expenses that an investor will bear directly and
indirectly. For a detailed discussion of the Fund's fees and expenses,
see "Management of the Trust."

The hypothetical example shown above is based on the restated expense
levels listed under the caption "Annual Fund Operating Expenses" and is
intended to provide an understanding of the level of expenses that might
be incurred in the future. The five percent return used in the example
is arbitrary and is for illustrative purposes only; it should not be
considered representative of the Trust's past or future performance, nor
should the expenses in the example be considered representative of
future expenses, which may actually be greater or less than those shown.
Additional fees and transaction charges described elsewhere in this
prospectus, if applicable, will increase the level of expenses that can
be incurred (fees for certain wire transfers, stop payments on checks,
bounced investment checks, and retirement plans are described on pages
8-11).

The operating expenses shown above have been restated effective as of
the date of this prospectus to reflect actual expenses that an investor
will bear. Prior to January 1, 1998, the Fund pursued different
investment objectives and policies which involved higher operating
expenses. For the year ending December 31, 1997, the Advisor waived a
portion of its management fees of 1.00%. Had it not done so, the total
fund operating expenses would have been 2.41%.

Financial Highlights

The financial highlights data presented below reflects performance of
the Fund before adopting its current investment objectives and policies
on January 1, 1998 and may not be representative of the Fund's
performance after December 31, 1997. The financial highlights data for
a share outstanding and other performance information for the nine-month
period ended December 31, 1997 appearing below is from the
financial statements audited by Deloitte & Touche LLP, independent
accountants, whose report appears in the Annual Report to Shareholders.
This report is incorporated by reference in the Statement of Additional
Information and is available by calling or writing the Trust. The
financial highlights data for a share outstanding and other performance
information for the fiscal years ending March 31, 1997, 1996, and 1995
and for the period beginning on the fund's inception on April 16, 1993
through March 31, 1994 appearing below is derived from the financial
statements audited by Ernst & Young LLP.

<TABLE>
Ratio of
Net Ratio of net
Net realized & Distri- Net Net expenses investment
asset Net unrealized butions asset assets to income
value invest. gain Total from from netDist. value end of average (loss) Port. Average
begin income (loss) on invest. invest. fm. cap.Total end of Total period net to average turnover commn
period (loss) invest's operat's income gains dist'ions period return (1000s) assets net assets rate rate paid

19975$10.968$(0.005) $(0.501) $(0.506)--- --- --- $10.462 (4.60)% $1,914 2.41%2 0.05%2 2% $0.0010
19976 9.862 0.012 1.094 1.106 --- --- --- 10.968 11.21 2,582 2.50 0.10 47 0.0035
19966 8.501 0.044 1.387 1.431 (0.070)--- (0.070) 9.862 16.88 3,116 2.38 0.43 78 --
19956 12.511 0.022 (2.491) (2.469)(0.025)(1.516) (1.541) 8.501(22.20) 3,319 2.05 0.21 65 --
19941 10.000 (0.035) 2.546 2.511 --- --- --- 12.511 26.192 3,526 1.812 (0.48)2 83 --
</TABLE>
1 For the period from April 16, 1993 (inception) to March 31, 1994
2 Annualized
3 Had the Advisor not waived advisory fees, the Fund's annualized ratios
of expenses and net investment loss to average net assets would have been
2.92% and (0.56)%, respectively, for the none-month period ended December
31, 1997; 3.00% and (0.40)%, respectively, for the year ended March 31, 1997;
2.97% and (0.17)%, respectively, for the year ended March 31, 1996; and
3.05% and (0.79)%, respectively, for the year ended March 31, 1995. Had
the Advisor not waived the advisory fee and deferred a portion of the
operating expenses, the Fund's annualized ratios of expenses and net
investment loss to average net assets would have been 4.24% and (2.92)%,
respectively, for the period from inception to March 31, 1994. Ratio of
expenses to average net assets includes fees paid indirectly for the
year ended March 31, 1996 and thereafter.
4 Required disclosure for fiscal years beginning after September 1,
1995 pursuant to SEC regulations
5 For the nine month period ended December 31, 1997
6 For the year ended March 31

Notes: Effective July 31, 1996, the investment advisory services transferred
to Bankers Finance Advisors, LLC from Bankers Finance Investment
Management Corp.

Investment Objective

The Fund's basic investment objective is capital appreciation. The
Fund's basic investment objective is combined with secondary goals of
preserving capital and reducing the Fund's exposure to market risk.
Achieving the Fund's investment objectives will depend on the Advisor's
ability to assess the effects of market and economic indicators on the
stock market trends and the Advisor's stock selection capabilities.

The Fund's investment objective may be changed without shareholder
approval. Shareholders will, however, receive prior written notice of
any material change. There can be no assurance that the Fund's
investment objective will be achieved.

Investment Policies

Beginning in 1998, much of the research will involve a study of the
history of market turns and shifts in direction. Technical analysis
will be employed to spot such changes and to identify market trends and
their momentum. Trend analysis will assist the managers by determining
whether markets are overbought or oversold or overextended in their
recent trading trend. Interrelationship between markets are important.

The Advisor believes that changes in direction in the bond market,
interest rates and credit conditions give important signals of upcoming
stock market movements. Analysis will include changes in estimated and
reported earnings and earnings growth rates in order to determine the
trend toward raising or lowering earnings estimates on key companies.

It is expected that the changes in allocation made by the Advisor will
be neither small nor incremental. The Advisor expects to make changes
in the Fund's exposure to equities in increments of about 25% at
appropriate times. The Advisor desires to make shifts from 100% (or as
close to 100% as is reasonably possible) in equities to 75%, 50%, 25% or
0% in stocks, rather than making smaller percentage changes. But it is
possible that the actual percentages may differ from such percentages
due to the time needed to trade and reposition the portfolio, as well as
due to market-related changes in the value of securities.

Stocks selected will represent primarily well-established, high-quality
companies that have a demonstrated pattern of consistent growth. To a
lesser extent, the Fund may invest in smaller "mid-cap" companies that
may offer more rapid growth potential.

At such times as the Advisor believes that in investment in bonds will
provide greater potential for capital appreciation and preservation than
an investment in stocks, money market funds or short-term instruments,
the Fund may own government, government agency or corporate bonds rated
BAA or higher by either Standard & Poor's or Moody's. Bonds may not
exceed 10 years in maturity.

The Fund's fundamental investment policies, which may not be changed
without a shareholder vote, limit investments in the securities of any
one issuer (excluding U.S. Government securities) to five percent of a
Fund's total assets as of the date of purchase. Additionally, the Fund
will not invest more than 15 percent of its total assets in securities
which cannot be liquidated within seven days, and it will not invest
more than 25 percent of its total assets in securities of issuers in a
single industry. The Fund does not intend to borrow under normal
circumstances and will not borrow amounts exceeding 25 percent of total
assets. Other fundamental policies are described in the Statement of
Additional Information.

Investment Risks

The Fund's holdings will be subject to the economic, business and market
risks associated with common stock investment. As a result, an
investor's shares, when redeemed, may be worth more or less than
original cost. In addition, the "mid-cap" companies described in the
"Investment Policies" section bear a higher level of this common stock
market risk.

Since the Fund will not invest for current income, the Fund may be
unsuitable for persons who must depend on the invested funds for such
purpose.

While the Fund is a diversified mutual fund, it intends to maintain a
concentration in only 20-25 stocks, with each stock representing no more
than 5% of the portfolio at cost. As a result, the Fund's daily net
asset value may be more volatile than a fund with greater portfolio
diversification.

In light of the Fund's policies of changing its allocation of stocks and
fixed-income securities, the Fund's annual portfolio turnover rate may
exceed 100%. If the Fund engages in short-term trading in order to
achieve its objectives, it may increase portfolio turnover and incur
larger brokerage commissions and other expenses than might otherwise be
the case. In addition, short-term trading may generate capital gains to
the extent such trading involves the sale of appreciated securities.

In accordance with its investment objectives, the Advisor is monitoring
developments as they relate to the so-called "Millennium Bug": The
computer problem that may cause errors when the calendar reaches January
1, 2000. The Millennium Bug may cause disruption in securities and
other markets that affect the national and global economy. The Trust is
taking appropriate measures to help ensure that the Millennium Bug does
not interrupt its own portfolio and shareholder accounting or the
Advisor's management operations.

Specialized Investment Techniques
To achieve its objectives, the Fund may use certain specialized
investment techniques. These include repurchase agreements, investments
in "when-issued" securities, writing covered call options, or closed-
end funds and loans of Fund securities. Use of these techniques may involve
certain risks, some of which are summarized below and described further
in the Statement of Additional Information.

Repurchase agreements involve the sale of securities to the Fund by a
financial institution or securities dealer, simultaneous with an
agreement by that seller to repurchase the securities at the same price,
plus interest, at a later date. The Fund will limit the parties with
which it will engage in repurchase agreements to those financial
institutions and securities dealers that are deemed creditworthy
pursuant to guidelines adopted by the Trust's Board of Trustees. The
Advisor will follow procedures to ensure that all repurchase agreements
acquired by the Fund are always at least 100 percent collateralized as
to principal and interest.

When investing in repurchase agreements, the Fund relies on the other
party to complete the transaction on the scheduled date. Should the
other party fail to do so, the Fund would hold securities it did not
intend to own. Were it to sell such securities, the Fund might incur a
loss. In the event of insolvency or bankruptcy of the other party to a
repurchase agreement, the Fund could encounter difficulties and might
incur losses upon the exercise of its rights under the repurchase
agreement.

The Fund may invest up to five percent of the value of its total assets
in shares of any closed-end fund that holds securities of the type
purchased by the Fund. Closed-end funds differ from open-end investment
companies in that their price is not based on the net asset value of the
underlying securities of the fund. As such, the price of a closed-end
fund may fluctuate without regard to the value of the securities it
holds.

Management of the Trust
The Trustees. Under the terms of the Declaration of Trust, which is
governed by the laws of the Commonwealth of Massachusetts, the Trustees
are ultimately responsible for the conduct of the Trust's affairs. They
serve indefinite terms of unlimited duration, and they appoint their own
successors, provided that at least two-thirds of the Trustees have been
elected by shareholders. The Declaration of Trust provides that a
Trustee may be removed at any special meeting of shareholders by a vote
of two-thirds of the Trust's outstanding shares.

The Advisor. Madison Mosaic, LLC (formerly known as Bankers Finance
Advisors, LLC) is a wholly-owned subsidiary of Madison Investment
Advisors, Inc., 6411 Mineral Point Road, Madison, Wisconsin, 53705.
Madison Mosaic, LLC manages assets of approximately $200 million in
assets in the Mosaic family of mutual funds, which includes stock, bond
and money market portfolios. Madison Investment Advisors, Inc., a
registered investment advisory firm for over 24 years, provides
professional portfolio management services to a number of clients and
has approximately $3 billion under management.

The Advisor is responsible for the day-to-day administration of the
Trust's activities. Investment decisions regarding the Fund can be
influenced in various manners by a number of individuals.
The individual primarily responsible for the management of the Foresight
Fund is Frank E. Burgess. Mr. Burgess, President and founder of
Madison, began managing the Fund after July 31, 1996.

The Advisor is controlled by Madison Investment Advisors, Inc. The
Advisor purchased the investment management assets of Bankers Finance
Investment Management Corp., the Trust's previous Advisor, effective
July 31, 1996. The Advisor has the same address as the Trust.

Compensation. For its services to the Fund under its investment
advisory agreement with the Trust, the Advisor receives a fee, payable
monthly, calculated as one percent per annum of the average daily net
assets of the Foresight Fund. This fee is higher than that paid by most
investment companies. Therefore, the Advisor has irrevocably waived
twenty-five percent of its compensation for 1998. As a result, its
advisory fee will be limited to three-quarters of one percent per year
of the average daily net assets of the Fund through December 31, 1998.
As of the date of this prospectus, the Advisor has no intention of
discontinuing such waiver after December 31, 1998. The Advisor may
compensate certain financial organizations for services resulting in
purchases of Fund shares.

Distributor. GIT Investment Services, Inc. of the same address as the
Trust, acts as the Trust's distributor.

Services Agreement. Under a separate Services Agreement with the Trust,
the Advisor provides certain operational and other support services for
which it receives a fixed fee intended to be at or below the cost of
providing such services calculated as a percentage of the average daily
net assets of the Fund. As of the date of this prospectus, such fee is
0.50%. Such fee is subject to review and approval at least annually by
the Trustees (see "Expense Summary"). Such fee pays for the Trust's
expenses, including the costs of the following: shareholder services;
legal, custodian and audit fees; trade association memberships;
accounting; certain Trustees' fees and expenses; fees for registering
the Trust's shares; the preparation of prospectuses, proxy materials and
reports to shareholders; and the expense of holding shareholder
meetings.

Transfer Agent and Dividend Paying Agent. The Trust acts as its own
transfer agent and dividend paying agent.

The Trust and Its Shares
Under the terms of the Declaration of Trust, the Trustees may issue an
unlimited number of whole and fractional shares of beneficial interest
without par value for each series of shares they have authorized. All
shares issued will be fully paid and nonassessable and will have no
preemptive or conversion rights. Under Massachusetts law, the
shareholders may, under certain circumstances, be held personally liable
for the Trust's obligations; the Declaration of Trust, however, provides
indemnification out of Trust property of any shareholder held personally
liable for obligations of the Trust.

Shares in four Mosaic Equity Trust funds are currently authorized by the
Trustees: Foresight Fund, Mid-Cap Growth Fund, Investors Fund and
Balanced Fund. The shares of each fund represent a separate series of
shares and are all of a single class, each representing an equal
proportionate share in the assets, liabilities, income and expense of
the respective fund and each having the same rights as any other share
within the series. Each share has one vote and fractional shares have
fractional votes. Voting is not cumulative.

The Trust does not intend to hold annual shareholder meetings.
Shareholder inquiries can be made to the offices of the Trust at the
address on the cover of this prospectus.

Dividends
The Fund's net income, if any, is declared as dividends and distributed
to shareholders annually at the end of the year. Any net realized
capital gains also will be paid to shareholders annually as capital
gains distributions. Distributions are paid in the form of additional
shares credited to investor accounts, unless a shareholder elects in
writing to receive dividend checks.

Performance Information
From time to time, the Fund advertises its total return. Total return
is based on historical data and is not intended to indicate future
performance. For advertising purposes, total return takes into account
changes in share price and assumes that dividends and other
distributions are reinvested when paid. In addition to average annual
total return, the Fund may quote total return over various periods and
may quote the aggregate total return for a period.

The Trust may also cite the ranking or performance of the Fund as
reported in the public media or by independent performance measurement
firms. The Fund's Annual Report contains additional performance
information. A copy of the Annual Report may be obtained without charge
by calling or writing the Trust at the telephone number and address on
the first page of this prospectus.

Taxes

Federal
For federal income tax purposes, the Fund intends to maintain its status
under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), as a regulated investment company. It does this by
distributing to shareholders 100 percent of its net income and net
capital gains, if any, by the end of its fiscal year. The Code also
requires the Fund to distribute at least 98 percent of its net income
and capital gains realized from the sale of investments by the end of
each calendar year. The capital gains distribution is determined as of
October 31 each year. Capital gains distributions, if any, are taxable
to the shareholder. For tax purposes, the Trust will send shareholders
an annual notice of dividends and other distributions paid during the
prior year.

State and Local
At the federal as well as state and local levels, dividend income and
capital gains are generally considered taxable income. Because tax laws
vary from state to state, shareholders should consult their tax advisors
concerning the impact of mutual fund ownership in their own tax
jurisdictions.

Cost Basis
Because the Fund's share price fluctuates, a redemption of shares by the
investor creates a capital gain or loss which has tax consequences. It
is the shareholder's responsibility to calculate the cost basis of
shares purchased. Investors are advised to retain all statements
received from the Trust and to maintain accurate records of their
investments.

Certification of Tax Identification Number
Shareholders who fail to provide a valid social security or tax
identification number may be subject to federal withholding at a rate of
31 percent of dividends and capital gains distributions. Any fine
assessed against the Trust as a result of an investor's failure to
provide a valid social security or tax identification number will be
charged against the investor's account.

Net Asset Value
Net asset value is calculated as of the close of the New York Stock
Exchange each day the New York Stock Exchange is open for trading. The
net asset value per share of the Fund is determined by adding the value
of all its securities and other assets, subtracting liabilities and
dividing the result by the total number of outstanding shares for the
Fund.

For purposes of calculating net asset value, securities traded on
securities exchanges are valued at their daily closing sale prices, if
available, and if not available, such securities are valued at the mean
between the bid and ask prices. Other securities for which current
market quotations are readily available are valued at the mean between
their bid and ask prices. Securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith according to procedures established by the
Trustees. The Trust may use an independent pricing service for
determination of securities values.

Shareholder Account Transactions
Please call a Mosaic Account Executive if you have any questions. Our
local number in the Washington, DC area is (703) 528-6500 and our toll-
free nationwide number is (888) 670-3600.

Confirmations and Statements
Daily Transaction Confirmation. All purchases and redemptions are
confirmed in writing with a transaction confirmation. Transaction
confirmations are usually mailed within a day or two after the
transaction is posted to the account.

Quarterly Statement. Quarterly statements are mailed at the end of each
calendar quarter. The statements reflect account activity for the most
recent quarter. At the end of the calendar year, the statement will
reflect account activity for the entire year.

It is strongly recommended that shareholders retain all daily
transaction confirmations until they receive their quarterly statements.
Likewise, shareholders should retain all of the quarterly statements
until they receive the year-end statement showing the activity for the
entire year.

Changes to an Account
To make any changes to an account, it is recommended that shareholders
call an Account Executive to discuss the changes to be made and inquire
about any necessary documentation. Though some changes may be made by
phone, generally, in order to make any changes to an account, Mosaic may
require a written request signed by all of the shareholders with their
signatures guaranteed.

Telephone Transactions. The options to initiate exchanges and certain
redemptions and to obtain account balance information by telephone are
available automatically to all shareholders. Mosaic will employ
reasonable security procedures to confirm that instructions communicated
by telephone are genuine; and if it does not, it may be liable for
losses due to unauthorized or fraudulent transactions. These procedures
can include, among other things, requiring one or more forms of personal
identification prior to acting upon telephone instructions, providing
written confirmations and recording all telephone transactions. Certain
transactions, including account registration changes, must be authorized
in writing.

Certificates. Certificates will not be issued to represent shares in
the Funds.

How to Open a New Account
Minimum Initial Investment
$1,000 for a regular account
$500 for an IRA account

$100 for an Education IRA Plus account

By Check
New accounts may be opened by completing an application and forwarding
it along with a check payable to Mosaic Funds to:

Mosaic Funds
1655 Fort Myer Drive, Suite 1000
Arlington, VA 22209-3108

By Wire
Please call Mosaic before money is wired to ensure proper and timely
credit.

When a new account is opened by wire, the shareholder is required to
submit a signed application promptly thereafter. Payment of redemption
proceeds is not permitted until a signed application is received in
proper form by Mosaic. Please wire money to:

Star Bank N.A.
Cinti/Trust
ABA # 0420-0001-3
Credit Mosaic Acct # 48038-8883
(Shareholder name and account number)

Wire Fee. There may be a charge of $6 for processing incoming wires
of less than $1,000.

By Exchange
Shareholders may open a new account by exchange from an existing account
when the account registration and tax identification number will remain
the same. A new account application is required only when the account
registration or tax identification number will differ from that on the
application for the original account. Exchanges may only be made into
funds that are sold in the shareholder's state of residence.

How to Purchase Aditional Shares
Purchase Price. Share prices (net asset values) are determined every
day that the New York Stock Exchange is open. Purchases are priced at the
next share price determined after the purchase request is received in
proper form by Mosaic.

Purchases and Uncollected Funds. To protect shareholders from loss or
dilution resulting from deposit items that are returned unpaid, the
proceeds of any redemption may be delayed 10 days or more until it can
be determined that the check or other deposit item (including purchases
by Electronic Funds Transfer "EFT") used for purchase of the shares has
cleared. Such deposit items are considered "uncollected," until Mosaic
has determined that they have actually been paid by the bank on which
they were drawn. Purchases made by federal funds wire or U.S. Treasury
check are considered collected when received and not subject to the 10
day hold. All purchases earn dividends from the day after the day of
credit to a shareholder's account, even while not collected.

By Check
Subsequent investments may be made for $50 or more. Please make check
payable to Mosaic Funds and mail it along with an investment slip or an
indication as to which fund and account it should be credited.

Mosaic Funds
PO Box 640393
Cincinnati, OH 45264-0393

By Wire
Shareholders should call Mosaic before the money is wired to ensure
proper and timely credit.

Please wire money to:
Star Bank N.A.
Cinti/Trust
ABA # 0420-0001-3
Credit Mosaic Acct # 48038-8883
(Shareholder name and account number)

<i>Wire Fee.</i> There may be a charge of $6 for processing incoming wires
of less than $1,000.

By Automatic Investment Plan
Shareholders may elect to have an automatic investment plan whereby
Mosaic will automatically initiate a credit to their Mosaic account and
debit the bank account they designate each month. The automatic
investment is processed as an electronic funds transfer (EFT). To
establish an automatic investment plan, complete the appropriate section
of the application or call an Account Executive for information. The
minimum monthly amount for an EFT is $100. Shareholders may change the
amount or discontinue the automatic investment plan any time.

How to Redeem Shares
<i>Redemption Price.</i> Share prices (net asset values) are determined every
day that the New York Stock Exchange is open. Redemptions are priced at the
next share price determined after the redemption request is received in
proper form by Mosaic.

<i>Signature Guarantees.</i> To protect shareholder investments, Mosaic
requires signature guarantees for certain redemptions. A signature
guarantee helps Mosaic ensure the identity of the authorized
shareholder(s). Shareholders who anticipate the need to transact large
amounts of money are encouraged to establish pre-authorized bank wire
instructions on their account. Redemptions by wire to a pre-authorized
bank and account may be in any amount and do not require a signature
guarantee. Pre-authorized bank wire instructions can be established by
completing the appropriate section of a new application or by calling an
Account Executive to inquire about any necessary documents. A signature
guarantee may be required to add or change bank wire instruction on an
account. A signature guarantee is required for any redemption when (1)
the proceeds are to be greater than $50,000 (unless proceeds are being
wired to a pre-authorized bank and account), (2) the proceeds are to be
delivered to someone other than the shareholder of record, (3) the
proceeds are to be delivered to an address other than the address of
record, or (4) there has been any change to the registration or account
privilege within the last 15 days. Mosaic accepts signature guarantees
from banks with FDIC insurance, certain credit unions, trust companies,
and members of a domestic stock exchange. A guarantee from a notary
public is not an acceptable signature guarantee.

<i>Redemptions and Uncollected Funds.</i> To protect shareholders from loss or
dilution resulting from deposit items that are returned unpaid, the
proceeds of any redemption may be delayed 10 days or more until it can
be determined that the check or other deposit item (including EFT) used
for purchase of the shares has cleared. Such deposited items are
considered "uncollected," until Mosaic has determined that they have
actually been paid by the bank on which they were drawn. Purchases made
with cash, federal funds wire or U.S. Treasury check are considered
collected when received and not subject to the 10 day hold.

By Telephone or By Mail
Upon request by telephone or in writing, a redemption check up to
$50,000 may be sent to the shareholder and address of record only. A
redemption request for more than $50,000 or for proceeds to be sent to
anyone or anywhere other than the shareholder and address of record,
must be made in writing, signed by all shareholders with their
signatures guaranteed. See section Signature Guarantees above.
Redemption requests in proper form received by mail and telephone are
normally processed within one business day.

<i>Stop Payment Fee.</i> To stop payment on a check issued by Mosaic, call our
Shareholder Service department. Normally, the Fund charges a fee of
$28, or the cost of stop payment, if greater, for stop payment
requests on a check issued by Mosaic on behalf of a shareholder.
Certain documents may be required before such a request can be
processed.

By Wire
With one business day's notice, funds can be sent by wire transfer to
the bank and account designated on the account application or by
subsequent written authorization. Share-holders who anticipate the need
to transact large amounts of money are encouraged to establish pre-
authorized bank wire instructions on their account. Redemptions by wire
to a pre-authorized bank and account may be in any amount and do not
require a signature guarantee. Pre-authorized bank wire instructions
can be established by completing the appropriate section of a new
application or by calling an Account Executive to inquire about any
necessary documents. A signature guarantee may be required to add or
change bank wire instructions on an account. Redemption by wires can be
arranged by calling the telephone numbers on the cover of this
prospectus. Requests for wire transfer must be made by 4:00 p.m.
Eastern time the day before the wire will be sent.

<i>Wire Fee.</i> There will be a $10 fee for redemptions by wire to domestic
banks. Wire transfers sent to a foreign bank for any amount will be
processed for a fee of $30 or the cost of the wire if greater.

By Exchange
Shareholders may redeem shares from one Mosaic account and concurrently
invest the proceeds in another Mosaic account by telephone when the
account registration and tax identification number remain the same.
There is no charge for this service.

By Systematic Withdrawal Plan
Shareholders may elect to have a systematic withdrawal plan whereby
Mosaic will automatically redeem shares in their Mosaic account and send
proceeds to a designated recipient. To establish a systematic
withdrawal plan, complete the appropriate section of the application or
call an Account Executive for information. The minimum amount for a
systematic withdrawal is $100. Shareholders may change the amount or
discontinue the systematic withdrawal plan anytime.

Electronic Funds Transfer Systematic Withdrawal. A systematic
withdrawal can be processed as an electronic funds transfer, commonly
known as EFT, to credit a bank account or financial institution.

Check Systematic Withdrawal. Or it can be processed as a check which is
mailed to anyone designated by the shareholder.

How to Close an Account
To close an account, shareholders should call an Account Executive and
request that the account be closed. When an account is closed, shares
will be redeemed at the next determined net asset value. An account may
be closed by telephone, wire transfer or by mail as explained above in
the section "How To Redeem Shares."

Other Fees and Services
<i>Returned Investment Check Fee.</i> Shareholders will be charged (by
redemption of shares) $10 for items deposited for investment that are
returned unpaid for any reason.

<i>Minimum Balance. </i> Mosaic reserves the right to involuntarily redeem
accounts with balances of less than $700. Prior to closing any such
account, the shareholder will be given 30 days written notice, during
which time the shareholder may increase the balance to avoid having the
account closed.

<i>Other Fees. </i> Mosaic reserves the right to impose additional charges,
upon 30 days written notice, to cover the costs of unusual transactions.
Services for which charges could be imposed include, but are not limited
to, processing items sent for special collection, international wire
transfers, research and processes for retrieval of documents or copies
of documents.

Retirement Plans

IRAs
Individual Retirement Accounts ("IRAs") may be opened with a reduced
minimum investment of $500. Even though they may be nondeductible or
partially deductible, IRA contributions up to the allowable annual
limits may be made, and the earnings on such contributions will
accumulate tax-free.

<i>Annual IRA Fee.</i> Mosaic currently charges an annual fee of $12 per
shareholder (not per IRA account) invested in an IRA at Mosaic. This
fee may be prepaid by the shareholder. A separate application is
required for IRA accounts.

Education IRAs
The Trust offers Education IRAs. Education IRAs may be established with
a reduced minimum investment of $100 as long as the shareholder
establishes and maintains an "Education IRA Plus" automated investment
plan of at least $100 monthly. The "Education IRA Plus" will be
invested to reach the annual $500 Education IRA limit, with the
remainder invsted in another account established by the parent or
guardian of the Education IRA beneficiary.

<i>Education IRA Fee.</i> Mosaic does not charge an annual fee on Education
IRA Plus accounts that have an active automatic investment plan of at least
$100 monthly or on Education IRA accounts of $5,000 or greater. All
other Education IRA accounts may be charged an annual fee of $12 per
shareholder (not per Education IRA account). This fee may be prepaid by
the shareholder.

Keogh Plans
Mosaic also offers Keogh (or H.R. 10) plans for self-employed
individuals and their employees, which enable them to obtain tax-
sheltered retirement benefits similar to those available to employees
covered by other qualified retirement plans.

<i>Annual Keogh Fee.</i> Currently Mosaic charges an annual fee of $12 per
shareholder (not per Keogh account) invested in a Keogh at Mosaic.

Mosaic Equity Trust
Investors Fund, Balanced Fund, Mid-Cap Growth Fund

This Mosaic Equity Trust prospectus offers shares of three separate
portfolios which have different investment objectives and which invest
in differing securities, as described below.

Investors Fund. For long-term investing to obtain capital appreciation
with a secondary objective of current income. Portfolio management
emphasis is on established, high quality companies that have
demonstrated a pattern of consistent growth. The Advisor selects stocks
that it believes offer growth at a reasonable price. Designed for
investors who can assume the market and other risks of common stock
investment.

Balanced Fund. A balanced portfolio with two primary investment
objectives: (1) Production of current income and (2) long-term growth
of capital and income. To achieve its objectives, the portfolio will
diversify among equity securities and U.S. government
bonds and investment grade corporate bonds. Designed for investors who
can assume moderate investment risks in search of income and long-term
growth.

Mid-Cap Growth Fund. For long-term investing to obtain maximum capital
appreciation. Portfolio management emphasis is on smaller, "mid-cap"
companies that may offer rapid growth potential. Current income is not
a factor in investment selection. Designed for investors who can assume
an above-average level of risk from investment in common stock.

Features

o No commissions or sales charges
o No "12b-1" expenses
o $1,000 minimum initial investment
o Free exchanges from other Mosaic mutual funds
o Invest or withdraw funds by mail or wire transfer
o Telephone exchanges and redemptions

This Prospectus is intended to be a concise statement of information
which investors should know before investing. After reading the
Prospectus, it should be retained for future reference. A paper copy of
the prospectus is available to investors who received an electronic
prospectus without charge by calling or writing the Trust.

A Statement of Additional Information concerning the Trust, bearing the
same date as this Prospectus, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. It is
available without charge by calling or writing the Trust. The
Securities and Exchange Commission maintains a site on the Worldwide Web
that contains reports, proxy and information statements and other
information regarding the Trust at http://www.sec.gov.

<i>Shares of the Trust are not deposits or obligations of, or guaranteed or
endorsed by, any bank. Shares are not federally insured by the Federal
Deposit Insurance Corporation, the Federal Reserve Board, or any other
agency.</i>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Madison Mosaic, LLC
Investment Advisor
<psge>
Table of Contents

About Mosaic Equity Trust 3
Expense Summary 3
Financial Highlights 4
Investment Objective 5
Investment Policies 5
Risk Considerations 7
Management of the Trust 7
The Trust and Its Shares 8
Dividends 9
Performance Information 9
Taxes 9
Net Asset Value 10
Shareholder Account Transactions 10
How to Open a New Account 11
How to Purchase Additional Shares 11
How to Redeem Shares 12
Other Fees and Services 13

Office
1655 Fort Myer Drive
Arlington, VA 22209

Custodian
Star Bank N.A.
Cincinnati, OH 45202

Independent Accountants
Deloitte & Touche LLP

Telephone Numbers
Shareholder Services
Washington, DC area: 703-528-6500
Toll-free nationwide: 888-670-3600

24-Hour Mosaic Tiles
Toll-free nationwide: 800-336-3063

The Trust offers shares of four separate portfolios: the Investors Fund, the
Balanced Fund, the the Mid-Cap Growth Fund and the Foresight Fund. The
Foresight Fund is offered pursuant to a separate prospectus.

Expense Summary
The purpose of this table is to assist investors in understanding the
various costs and expenses that an investor will bear directly or
indirectly (see also "Management of the Trust" below).

Mid-Cap
Investors Balanced Growth
Shareholder Transaction Expenses

Maximum Sales Load Imposed on Purchases None None None
Redemption Fee None None None
Exchange Fee None None None

Annual Fund Operating Expenses (as a percentage of average net assets)

Management Fees 0.75% 0.75% 0.75%
Other Expenses 0.40% 0.60% 0.52%

Total Fund Operating Expenses 1.15% 1.35% 1.27%

Example
You would pay the following expenses on a $1,000
investment, assuming: (1) a five percent annual return
and (2) redemption at the end of each time period:
1 Year 3 Years 5 Years 10 Years

Investors Fund $12 $37 $63 $140
Balanced Fund $14 $43 $74 $162
Mid-Cap Growth Fund $13 $40 $70 $153

The hypothetical example shown above is based on the expense levels
listed under the caption "Annual Fund Operating Expenses" and is
intended to provide the investor with an understanding of the level of
expenses that might be incurred in the future. The five percent return
used in the example is arbitrary and is for illustrative purposes only.
It should not be considered representative of any portfolio's past or
future performance, nor should the expenses in the example be considered
representative of future expenses, which may actually be greater or less
than those shown. Additional fees and transaction charges described
elsewhere in this prospectus, if applicable, will increase the level of
expenses that can be incurred (fees for certain wire redemptions, stop
payments on checks, bounced investment checks, broker transactions and
retirement plans are described on pages 10-14).

Financial Highlights
The financial highlights data for a share outstanding and other
performance information for the periods ended December 31, 1997
appearing below is derived from the financial statements audited by
Deloitte & Touche LLP, independent accountants, whose report appears in
the Annual Report to Shareholders. This report is available by calling
or writing the Trust. The per share information of the Mid-Cap Growth
Fund for its fiscal years ended March 31, 1988-1997 has been derived
from the financial statements audited by Ernst & Young LLP. The per
share information for the Investors and Balanced Funds for their fiscal
years ended December 31, 1988-1996 has been derived from the financial
statements audited by Williams, Young & Associates, LLC. The Investors
Fund and the Balanced Fund represent the economic continuation of Bascom
Hill Investors, Inc. and Bascom Hill BALANCED Fund, Inc., respectively,
which merged into the Trust on June 13, 1997.
<TABLE>
Ratio of
Net Ratio of net
Net realized & Distri- Net Net expenses investment
asset Net unrealized butions asset assets to income
value invest. gain Total from from netDist. value end of average (loss) Port. Average
begin income (loss) on invest. invest. fm. cap.Total end of Total period net to average turnover commn
period (loss) invest's operat's income gains dist'ions period return (1000s) assets net assets rate rate paid

Investors Fund - Fiscal Years Ended December 31

19971$19.16 $0.135 $6.388 $6.523$(0.136)3$(3.180)3$(3.316)3$22.37 34.84%$25,202 1.15% 0.49% 78% $0.0800
1996 18.03 0.240 3.910 4.150 (0.250) (4.010) (4.260) 17.92 22.75 13,112 1.17 1.20 81 0.0800
1995 15.84 0.420 3.450 3.870 (0.420) (1.260) (1.680) 18.03 24.63 11,860 1.17 2.44 58 0.0819
1994 16.73 0.390 0.260 0.650 (0.390) (1.150) (1.540) 15.84 4.09 10,009 1.20 2.28 54 --
1993 18.15 0.190 0.340 0.530 (0.190) (1.760) (1.950) 16.73 3.16 10,207 1.20 1.00 80 --
1992 18.88 0.268 0.736 1.004 (0.218) -- (0.218) 19.670 5.28 5,483 2.00 1.44 60 --
1991 17.11 0.400 2.031 2.431 (0.498) (0.154) (0.652) 18.884 14.65 3,917 2.00 2.28 12 --
1990 15.71 0.511 1.446 1.957 (0.559) -- (0.559) 17.105 12.47 3,280 1.53 3.00 35 --
1989 14.27 0.580 1.287 1.867 (0.433) -- (0.433) 15.707 13.30 2,740 1.50 3.42 23 --
1988 17.00 0.353 (1.638) (1.285)(0.352) (1.091) (1.443) 14.273 (6.81) 3,394 1.50 2.16 22 --

Balanced Fund - Fiscal Years Ended December 313
19971$18.09 $0.404 $4.042 $4.446$(0.409)3$(2.640)3$(3.049)3$19.48 25.49%$17,403 1.35% 1.80% 78% $0.0800
1996 22.44 0.500 3.200 3.700 (0.500) (3.610) (4.110) 22.03 17.00 11,018 1.42 2.06 86 0.0800
1995 20.16 0.750 3.530 4.280 (0.740) (1.260) (2.000) 22.44 21.51 10,857 1.36 3.36 66 0.0818
1994 22.36 0.720 (0.460) 0.260 (0.720) (1.740) (2.460) 20.16 1.31 10,588 1.34 3.03 76 --
1993 23.65 0.620 0.370 0.990 (0.620) (1.660) (2.280) 22.36 4.35 15,107 1.24 2.53 76 --
1992 23.00 0.59 1.30 1.89 (0.60) (0.64) (1.24) 23.65 8.43 15,349 1.90 2.53 72 --
1991 19.04 0.73 1.43 2.16 (0.73) 0(0.05) (0.78) 23.00 25.10 15,469 1.94 3.33 65 --
1990 21.62 1.00 (2.58) (1.58) (1.00) -- (1.00) 19.04 (7.30) 13,341 1.96 5.00 72 --
1989 20.76 1.15 1.34 2.49 (1.17) (0.46) (1.63) 21.62 12.14 14,430 2.00 5.60 48 --
1988 20.13 0.91 0.63 1.54 (0.91) -- (0.91) 20.76 7.75 9,312 2.00 4.90 0 --

Mid-Cap Growth Fund - Nine Month Period Ended December 31
1997 $9.88$(0.025) $1.911 $1.885 -- $(2.514) $(2.514) $9.25 26.06%$11,468 1.27%4 (0.035)%4 80% $0.0790

Mid-Cap Growth Fund - Fiscal Years Ended March 31
19972 $20.49$(0.016)$(0.469) $(0.485)$(0.018)$10.103)$(10.121) $9.88 (5.59)%$10,964 1.62% (0.12)% 127% $0.0729
1996 18.09 0.133 3.621 3.754 (0.115) (1.243) (1.358) 20.49 21.22 17,091 1.41 0.56 21 --
1995 21.11 0.152 0.190 0.342 (0.152) (3.208) (3.360) 18.09 2.27 31,590 1.30 0.76 4 --
1994 19.97 0.171 2.125 2.296 (0.170) (0.986) (1.156) 21.11 11.57 34,931 1.45 0.75 7 --
1993 19.10 0.092 1.031 1.123 (0.121) (0.131) (0.252) 19.97 5.90 38,911 1.35 0.44 13 --
1992 18.047 0.175 1.245 1.420 (0.159) (0.209) (0.368) 19.099 7.92 58,867 1.39 0.95 24 --
1991 17.634 0.287 0.502 0.789 (0.376) -- (0.376) 18.047 4.76 51,465 1.40 1.82 6 --
1990 16.669 0.378 1.557 1.935 (0.396) (0.574) (0.970) 17.634 11.67 36,593 1.47 2.59 15 --
1989 15.122 0.346 1.588 1.934 (0.239) (0.148) (0.387) 16.669 13.05 18,262 1.50 2.24 27 --
1988 18.017 0.128 (0.277) (0.149) (0.128) (2.618) (2.746) 15.122 2.47 15,501 1.50 0.73 29 --
</TABLE>
1 All data reflect share price adjustment due to fund merger on June 13,
1997.
2 Effective 7/31/96, the investment advisory services transferred to
Madison Investment Advisors, Inc./Bankers Finance Advisors, LLC from
Bankers Finance Investment Management Corp.
3 Includes distribution attributable to net investment income and net
realized gain from Mosaic Equity Income Fund and Mosaic Equity
Investors.
4 Annualized.

Investment Objective
The three Trust portfolios offered by this prospectus have different
investment objectives and invest in differing securities. The
portfolios differ principally in the relative importance of capital
appreciation potential, dividend income and risk as considerations in
selecting investments. The Trust's investment objectives may be changed
without shareholder approval; however, shareholders will receive prior
written notice of any material change. There can be no assurance that
the Trust's investment objectives will be achieved.

The Investors Fund seeks capital appreciation with a secondary objective
of current income through investment in established high quality
companies that have demonstrated a pattern of consistent growth.
Consideration is given to the relative value of each investment,
compared with historical trends in its industry.

The Balanced Fund is a balanced mutual fund which has two investment
objectives: (1) Production of current income and (2) long-term growth of
capital and income. To achieve its objectives, it will invest in a
diversified portfolio of equity securities and U.S. government bonds and
investment grade corporate bonds having potential to realize both long-
term growth and income, and in short-term money market instruments.

The Mid-Cap Growth Fund seeks maximum capital appreciation through
emphasis on smaller, medium-sized companies that may offer rapid growth
potential. Current income is not a factor in the selection of
investments for this portfolio. Because it may assume above-average
investment risks, the Mid-Cap Growth Fund may be unsuitable for persons
who must depend on the invested funds for other purposes, such as
current income.

Investment Policies
The Trust seeks to achieve its investment objectives through diversified
investment by each of its portfolios. For the Mid-Cap Growth and
Investors Funds, this investment will be principally in equity
securities. Equity securities may include common stocks, convertible
debt securities, preferred stocks and warrants. These portfolios intend
normally to maintain at least 65 percent of their assets invested in
equity securities.

The percentage of the Balanced Fund's assets which may be invested at
any particular time in equities, bonds and money market instruments will
depend on management's judgment regarding the risks in the general
market. The portfolio will not invest more than 70% in equity
securities and, will maintain at least 25% of its assets in fixed income
senior securities. The portfolio's advisor monitors many factors
affecting the market outlook, including economic and monetary trends,
market momentum, institutional psychology and historical similarities to
current conditions. Careful review is made of the equity market's
relationship to the bond market and interest rate trends.

The Trust may also invest in short-term money market instruments for
liquidity purposes to meet redemption requirements and it may hold a
portion of its assets in uninvested cash. Short-term investments that
the Trust may hold include U.S. Government securities, certificates of
deposit, high-grade commercial paper and repurchase agreements. If the
Advisor determines that it would be appropriate to adopt a temporary
defensive investment position by reducing exposure in the equity
markets, up to 100 percent of any portfolio could be invested in short-
term investments. To the extent more than 35 percent of the Mid-Cap
Growth or Investors Fund is so invested, it is not invested in
accordance with policies designed to achieve its stated investment
objective.

The Trust's fundamental investment policies, which may not be changed
without a shareholder vote, limit investments in the securities of any
one issuer (excluding U.S. Government securities) to five percent of a
Fund's total assets as of the date of purchase. Additionally, the Trust
will not invest more than 10 percent of the total assets of a portfolio
offered by this prospectus in securities which cannot be liquidated
within seven days, and it will not invest more than 25 percent of the
total assets of a portfolio in securities of issuers in a single
industry. Other fundamental policies are described in the Statement of
Additional Information.

Specialized Investment Techniques
To achieve its objectives, each portfolio may use certain specialized
investment techniques, including writing covered call options,
investment in foreign securities, "when-issued" securities, loans of
portfolio securities and repurchase agreement transactions. Use of
these techniques may involve certain risks, some of which are summarized
below and described further in the Statement of Additional Information.

Repurchase agreements involve a sale of securities to the Trust by a
financial institution or securities dealer, simultaneous with an
agreement by that institution to repurchase the same securities at the
same price, plus interest, at a later date. The Trust will limit
repurchase agreement transactions to those financial institutions and
securities dealers who are deemed creditworthy pursuant to guidelines
adopted by the Trust's Board of Trustees. The Advisor will follow a
procedure to ensure that all repurchase agreements acquired by the Trust
are always at least 100 percent collateralized as to principal and
interest. When investing in repurchase agreements, the Trust relies on
the other party to complete the transaction on the scheduled date by
repurchasing the securities. Should the other party fail to do so, the
Trust would end up holding securities it did not intend to own. Were it
to sell such securities, the Trust might incur a loss. In the event of
insolvency or bankruptcy of the other party to a repurchase agreement,
the Trust could encounter difficulties and might incur losses upon the
exercise of its rights under the repurchase agreement.

Additional Information About the Balanced Fund
If through appreciation, the total market value of the Balanced Fund's
holdings of equity securities exceeds 70% of total net assets, necessary
actions must be taken to reduce total equities to less than 70% of total
net assets within the following sixty days. The portfolio is not
required to invest exclusively in dividend paying common stocks. There
can be no assurance that the portfolio's shareholders can be protected
from the risk of loss inherent in common stock investing.

To achieve current income, the Balanced Fund intends to invest in
corporate debt securities and U.S. Government bonds. Eligible corporate
debt securities must be accorded one of the four highest quality ratings
by Standard & Poor's or Moody's ("investment grade") or, if unrated,
judged by the Advisor to be a comparable quality. Bonds rated A, AA, or
AAA by Standard & Poor's indicate strong to high capacity of the company
to pay interest and repay principal. However, the fourth highest
rating, BBB, indicates adequate capacity to pay interest and repay
principal but suggests that adverse economic conditions may weaken the
company's ability to meet these obligations, thus is more speculative
and reflects a higher level of risk. The portfolio may also invest in
direct obligations of the United States government, its agencies and
instrumentalities. It is not anticipated that the portfolio will invest
in United States government securities to any significant extent and not
on a routine basis, but only when such securities appear temporarily
attractive on a yield basis when compared to other fixed income
securities of similar maturities. It is anticipated that 25-50% of the
portfolio's total net assets will generally be invested in debt
securities which have an average weighted maturity of less than 10
years. The portfolio intends to maintain at least 25% of its assets in
fixed income senior securities, not including any convertible
securities. Mere investment in government or corporate bonds provides
no assurance that the portfolio's shareholders can be protected from
certain risks in bond investing including increasing price fluctuation
as bond maturities become longer.

Risk Considerations
Each Fund's share price fluctuates. Therefore, an investor's shares,
when redeemed, may be worth more or less than original cost. A number
of factors will cause share price to fluctuate. Although
diversification of investments may tend to reduce the exposure involved
in holding individual equity securities, substantially all of the
securities purchased by the Trust will be subject to market and business
risks.

The Mid-Cap Growth Fund may invest in new companies or in the securities
of companies in emerging industries; the Mid-Cap Growth Fund may
therefore involve an above-average level of risk and should be only one
part of a balanced investment program. Certain of the specialized
investment techniques the Trust intends to use, including investment in
foreign securities and repurchase agreement transactions, may involve
risks greater than those that would be experienced by holding a
portfolio of conventional equity securities; see "Specialized Investment
Techniques" above.

Because of its investments in bonds, the Balanced Fund also bears
interest rate risk in that as interest rates rise, the value of the
bonds in its portfolio will generally fall.

In the event a fund experiences more redemptions than sales in any year,
the fund may be required to sell securities in order to raise cash to
meet the redemptions. Such sales may cause capital gains to be realized
for tax purposes. Any such gains would be required to be distributed
among the remaining shareholders. (See "Taxes" below.)

Management of the Trust
The Trustees. Under the terms of the Declaration of Trust, which is
governed by the laws of the Commonwealth of Massachusetts, the Trustees
are ultimately responsible for the conduct of the Trust's affairs. They
serve indefinite terms of unlimited duration and they appoint their own
successors, provided that always at least two-thirds of the Trustees
have been elected by shareholders. The Declaration of Trust provides
that a Trustee may be removed at any special meeting of shareholders by
a vote of two-thirds of the Trust's outstanding shares.

The Advisor. Madison Mosaic, LLC (formerly known as Bankers Finance
Advisors, LLC) is a wholly-owned subsidiary of Madison Investment
Advisors, Inc., 6411 Mineral Point Road, Madison, Wisconsin, 53705
("Madison"). Madison Mosaic, LLC administers approximately $200 million
in assets and manages the Mosaic family of mutual funds, which includes
stock, bond and money market portfolios. Madison, a registered
investment advisory firm for over 24 years, provides professional
portfolio management services to a number of clients and has
approximately $3 billion under management.

The Advisor is responsible for the day-to-day administration of the
Trust's activities. Investment decisions regarding each of the Trust's
portfolios can be influenced in various manners by a number of
individuals. The individuals primarily responsible for the management
of the Trust's portfolios are Frank E. Burgess and Jay R. Sekelsky. Mr.
Burgess, President and founder of Madison, began managing the Funds
after July 31, 1996. Mr. Sekelsky, vice president, has served as a
principal of Madison since 1990. Prior to joining Madison, he was vice
president for Wellington Management Company of Boston, Massachusetts.
He has been involved in the management of the Trust's portfolios since
July 31, 1996.

The Advisor is controlled by Madison. The Advisor purchased the
investment management assets of Bankers Finance Investment Management
Corp. effective July 31, 1996. The Advisor has the same address as the
Trust.

Compensation. For its services under its Investment Advisory Agreement
with the Trust, the Advisor receives a fee, payable monthly, calculated
as 3/4 percent per annum of the average daily net assets of each of the
Trust portfolios offered by this prospectus. The Advisor may, in turn,
compensate certain financial organizations for services resulting in
purchases of Trust shares.

Distributor. GIT Investment Services, Inc. of the same address as the
Trust acts as the Trust's Distributor.

Services Agreement. Under a separate Services Agreement with the Trust,
the Advisor provides operational and other support services, for which
it receives a fixed fee calculated as a percentage of the average daily
net assets of each respective Trust portfolio. The fee is intended to
be at or below the cost of providing such services. Such fee is subject
to annual renewal and approval by the Trustees. Such fee pays for the
Trust's expenses, including the costs of the following: shareholder
services; legal, custodian and audit fees; trade association
memberships; accounting; certain Trustees' fees and expenses; fees for
registering the Trust's shares; the preparation of prospectuses, proxy
materials and reports to shareholders; and the expense of holding
shareholder meetings.

Transfer Agent and Dividend Paying Agent. The Trust acts as its own
transfer agent and dividend paying agent.

The Trust and Its Shares
Under the terms of the Declaration of Trust the Trustees may issue an
unlimited number of whole and fractional shares of beneficial interest
without par value for each series of shares they have authorized. All
shares issued will be fully paid and nonassessable and will have no
preemptive or conversion rights. Under Massachusetts law, the
shareholders may, under certain circumstances, be held personally liable
for the Trust's obligations. The Declaration of Trust, however,
provides indemnification out of Trust property of any shareholder held
personally liable for obligations of the Trust.

Shares in four portfolios are authorized by the Trustees: Investors
Fund, Balanced Fund, Mid-Cap Growth Fund and Foresight Fund. Shares of each
fund are of a single class, each representing an equal proportionate
share in the assets, liabilities, income and expense of the respective
portfolio and each having the same rights as any other share within the
series.

Each share has one vote and fractional shares have fractional votes.
Voting is not cumulative.

The Trust does not intend to have regular shareholder meetings.
Shareholder inquiries can be made to the offices of the Trust at the
address on the cover of the prospectus.

Dividends
Each Fund's net income is declared as dividends and distributed to
shareholders annually at the end of the Trust's December 31 fiscal year.
The Trust also intends to declare and pay regular quarterly dividends on
Balanced Fund shares.

Dividends are paid in the form of additional shares credited to investor
accounts, unless a shareholder elects in writing to receive dividend
payments by check or direct deposit. Any net realized short- and long-
term capital gains will be paid to shareholders as capital gain
distributions. Prior to inclusion in declared dividends, the Trust's
net income will be reflected in each Fund's net asset value per share.

Performance Information
From time to time the Trust advertises its total return. Total return
is based on historical data and is not intended to indicate future
performance.

For advertising purposes, total return takes changes in share prices
into account, assuming that dividends and other distributions are
reinvested when paid. In addition to average annual total return, the
Trust may quote total return over various periods, and may quote the
aggregate total return for a period. The Trust may also cite the
ranking or performance of a portfolio as reported in the public media or
by independent performance measurement firms.

Further information on the methods used to calculate the Trust's total
return may be found in the Trust's Statement of Additional Information.
The Trust's Annual Report contains additional performance information.
A copy of the Annual Report may be obtained without charge by calling or
writing the Trust at the telephone number and address on the cover of
this prospectus.

Taxes
Federal
For federal income tax purposes, the Trust intends to maintain its
status under Subchapter M of the Internal Revenue Code as a regulated
investment company. It does this by distributing to shareholders 100
percent of its net income and net capital gains for each fund by the end
of its fiscal year. The Internal Revenue Code also requires each fund
to distribute at least 98 percent of undistributed net income and
capital gains realized from the sale of investments by calendar year-
end. The capital gains distribution is determined as of October 31 each
year. Capital gains distributions, if any, are taxable to the
shareholder. The Trust will send shareholders an annual notice of
dividends and other distributions paid during the prior year.

State and Local
At the state and local level, dividend income and capital gains are
generally considered taxable income. Because tax laws vary from state
to state, shareholders should consult their tax advisers concerning the
impact of mutual fund ownership in their own tax jurisdictions.

Cost Basis
Because each Fund's share price fluctuates, a redemption of shares by
the shareholder creates a capital gain or loss which has tax
consequences. It is the shareholder's responsibility to calculate the
cost basis of shares purchased. Shareholders are advised to retain all
statements received from the Trust and to maintain accurate records of
their investments.

Certification of Tax Indentification Number
Shareholders who fail to provide a certified social security or tax
identification number may be subject to federal withholding at a rate of
31 percent of reportable income such as dividend, capital gain
distributions and redemptions.

Net Asset Value
The net asset value per share of each portfolio is calculated as of the
close of the New York Stock Exchange each day the New York Stock
Exchange is open for trading. The net asset value per share of each
portfolio is determined by adding the value of all its securities and
other assets, subtracting liabilities and dividing the result by the
total number of outstanding shares for the portfolio.

For purposes of calculating net asset value, securities traded on
national securities exchanges are valued at their daily closing sale
prices, if available, and if not available, such securities are valued
at the mean between the bid and ask prices. Other securities for which
current market quotations are readily available are valued at the mean
between their bid and ask prices; securities for which current market
quotations are not readily available are valued at their fair value as
determined in good faith according to procedures established by the
Trustees. The Trustees may use an independent pricing service for
determination of securities values.

Shareholder Transactions

For institutions needing to maintain separate information on accounts
under their management, the Trust will provide a subaccounting report.

The option to initiate inter-fund exchanges and redemptions and to
obtain account balance information by telephone is available
automatically to all shareholders. The Trust will employ reasonable
security procedures to confirm that instructions communicated by
telephone are genuine; and if it does not, it may be liable for losses
due to unauthorized or fraudulent transactions. These procedures can
include, among other things, requiring one or more forms of personal
identification prior to acting upon telephone instructions, providing
written confirmations and recording all telephone transactions. Certain
transactions, including account registration or address changes, must be
authorized in writing.

Certificates. Certificates will not be issued to represent shares in
the Funds.

How to Open a New Account
Minimum Initial Investment
$1,000 for a regular account
$500 for an IRA account
$100 for an Education IRA Plus account

By Check
New accounts may be opened by completing an application and forwarding
it along with a check payable to Mosaic Funds to:

Mosaic Funds
1655 Fort Myer Drive, Suite 1000
Arlington, VA 22209-3108

By Wire
Please call Mosaic <i>before</i> money is wired to ensure proper and
timely credit.

Star Bank N.A.
Cinti/Trust
ABA # 0420-0001-3
Credit Mosaic Acct # 48038-8883
(Shareholder name and account number)

<i>Wire Fee.</i> There may be a charge of $6 for processing incoming wires
of less than $1,000.

Mosaic Funds
PO Box 640393
Cincinnati, OH 45264-0393

By Wire
Shareholders should call Mosaic before the money is wired to ensure
proper and timely credit.

Please wire money to:

Star Bank N.A.
Cinti/Trust
ABA # 0420-0001-3
Credit Mosaic Acct # 48038-8883
(Shareholder name and account number)

<i>Wire Fee.</i> There may be a charge of $6 for processing incoming wires
of less than $1,000.

How to Redeem Shares
Redemption Price. Share prices (net asset values) are determined every
day that the New York Stock Exchange is open. Redemptions are priced at the
next share price determined after the redemption request is received in
proper form by Mosaic.

Signature Guarantees. To protect shareholder investments, Mosaic
requires signature guarantees for certain redemptions. A signature
guarantee helps Mosaic ensure the identity of the authorized
shareholder(s). Shareholders who anticipate the need to transact large
amounts of money are encouraged to establish pre-authorized bank wire
instructions on their account. Redemptions by wire to a pre-authorized
bank and account may be in any amount and do not require a signature
guarantee. Pre-authorized bank wire instructions can be established by
completing the appropriate section of a new application or by calling an
Account Executive to inquire about any necessary documents. A signature
guarantee may be required to add or change bank wire instruction on an
account. A signature guarantee is required for any redemption when (1)
the proceeds are to be greater than $50,000 (unless proceeds are being
wired to a pre-authorized bank and account), (2) the proceeds are to be
delivered to someone other than the shareholder of record, (3) the
proceeds are to be delivered to an address other than the address of
record, or (4) there has been any change to the registration or account
privilege within the last 15 days. Mosaic accepts signature guarantees
from banks with FDIC insurance, certain credit unions, trust companies,
and members of a domestic stock exchange. <i>A guarantee from a notary
public is not an acceptable signature guarantee.</i>

Redemptions and Uncollected Funds. To protect shareholders from loss or
dilution resulting from deposit items that are returned unpaid, the
proceeds of any redemption may be delayed 10 days or more until it can
be determined that the check or other deposit item (including EFT) used
for purchase of the shares has cleared. Such deposited items are
considered "uncollected," until Mosaic has determined that they have
actually been paid by the bank on which they were drawn. Purchases made
with cash, federal funds wire or U.S. Treasury check are considered
collected when received and not subject to the 10 day hold.

<i>Stop Payment Fee.</i> To stop payment on a check issued by Mosaic,
call our Shareholder Service department. Normally, the Fund charges a fee of
$28, or the cost of stop payment, if greater, for stop payment
requests on a check issued by Mosaic on behalf of a shareholder.
Certain documents may be required before such a request can be
processed.

By Wire
With one business day's notice, funds can be sent by wire transfer to
the bank and account designated on the account application or by
subsequent written authorization. Shareholders who anticipate the need
to transact large amounts of money are encouraged to establish pre-
authorized bank wire instructions on their account. Redemptions by wire
to a pre-authorized bank and account may be in any amount and do not
require a signature guarantee. Pre-authorized bank wire instructions
can be established by completing the appropriate section of a new
application or by calling an Account Executive to inquire about any
necessary documents. A signature guarantee may be required to add or
change bank wire instructions on an account. Redemption by wires can be
arranged by calling the telephone numbers on the cover of this
prospectus. Requests for wire transfer must be made by 4:00 p.m.
Eastern time the day before the wire will be sent.

By Systematic Withdrawal Plan
Shareholders may elect to have a systematic withdrawal plan whereby
Mosaic will automatically redeem share in their Mosaic account and send
proceeds to a designated recipient. To establish a systematic
withdrawal plan, complete the appropriate section of the application or
call an Account Executive for information. The minimum amount for a
systematic withdrawal is $100. Shareholders may change the amount or
discontinue the systematic withdrawal plan anytime.

Electronic Funds Transfer Systematic Withdrawal. A systematic
withdrawal can be processed as an electronic funds transfer, commonly
known as EFT, to credit a bank account or financial institution.

Check Systematic Withdrawal. Or it can be processed as a check which is
mailed to anyone designated by the shareholder.

Other Fees and Services
<i>Returned Investment Check Fee.</i> Shareholders will be charged (by
redemption of shares) $10 for items deposited for investment that are
returned unpaid for any reason.

<i>Minimum Balance.</i> Mosaic reserves the right to involuntarily redeem
accounts with balances of less than $700. Prior to closing any such
account, the shareholder will be given 30 days written notice, during
which time the shareholder may increase the balance to avoid having the
account closed.

<i>Other Fees.</i> Mosaic reserves the right to impose additional charges,
upon 30 days written notice, to cover the costs of unusual transactions.
Services for which charges could be imposed include, but are not limited
to, processing items sent for special collection, international wire
transfers, research and processes for retrieval of documents or copies
of documents.

Retirement Plans

<i>Education IRA Fee.</i> Mosaic does not charge an annual fee on
Education IRA Plus accounts that have an active automatic investment
plan of at least $100 monthly or on Education IRA accounts of $5,000 or
greater. All other Education IRA accounts may be charged an annual fee
of $12 per shareholder (not per Education IRA account). This fee may be
prepaid by the shareholder.

<i>Annual Keogh Fee.</i> Currently Mosaic charges an annual fee of $12 per
shareholder (not per Keogh account) invested in a Keogh at Mosaic.

Mosaic also offers SEP IRAs, SIMPLEs, 401(k) and 403(b) retirement
plans. Further information on the retirement plans available through
Mosaic, including minimum investments, may be obtained by calling
Mosaic's shareholder service department.
<PAGE>
Statement of Additional Information
Dated May 1, 1998
For use with the prospectus of the Investors, Balanced and
Mid-Cap Growth Funds dated May 1, 1998
and with the prospectus of the Foresight Fund dated May 1, 1998.

Mosaic Equity Trust

1655 Fort Myer Drive, 10th Floor
Arlington, VA 22209-3108
(888) 670-3600
(703) 528-6500

This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the prospectuses of Mosaic Equity Trust
bearing the dates indicated above (the "Prospectuses"). A copy of each
Prospectus may be obtained from the Trust at the address and telephone
numbers shown.

Table of Contents

Introductory Information ("About Mosaic Equity Trust") 2
Supplemental Investment Policies ("Investment Objectives" and
"Investment Policies") 2
Investment Limitations ("Investment Policies") 7
The Investment Advisor ("Management of the Trust") 8
Organization of the Trust ("The Trust and Its Shares") 9
Trustees and Officers ("Management of the Trust") 10
Administrative and Other Expenses ("Management of the Trust") 12
Portfolio Transactions ("Management of the Trust") 12
Shareholder Transactions ("Shareholder Account Transactions") 13
Share Redemptions ("How to Redeem Shares") 14
Retirement Plans ("Other Fees and Services") 15
Declaration of Dividends ("Dividends") 15
Determination of Net Asset Value ("Net Asset Value") 15
Additional Tax Matters ("Taxes") 16
Total Return Calculations ("Performance Information") 17
Custodians and Special Custodians 18
Legal Matters and Independent Auditors ("Financial
Highlights") 18
Additional Information 18
Financial Statements and Report of Independent Auditors
("Financial Highlights") 19

Note: The items appearing in parentheses above are cross references to
sections in the Prospectuses which correspond to the sections of this
Statement of Additional Information.
<PAGE>
INTRODUCTORY INFORMATION

Mosaic Equity Trust (known as GIT Equity Trust prior to May 12, 1997)
(the "Trust") currently issues four series of shares: Investors Fund
shares (known as Select Growth Fund shares prior to May 12, 1997),
Balanced Fund shares (known as Equity Income Fund shares prior to June
13, 1997), Mid-Cap Growth Fund shares (known as Special Growth Fund
shares prior to May 12, 1997), and Foresight Fund shares (known as
Worldwide Growth Fund shares prior to January 1, 1998). These four
series of shares correspond, respectively, to three separate portfolios
consisting primarily of equity securities: the Investors Fund, the Mid-
Cap Growth Fund and the Foresight Fund, and one portfolio investing in a
combination of fixed income and equity securities: the Balanced Fund.
These portfolios are described more fully below (see "Supplemental
Investment Policies").

SUPPLEMENTAL INVESTMENT POLICIES

The investment objectives of the Trust are described in the Prospectuses
(see "Investment Objectives"). Reference should also be made to the
Prospectuses for general information concerning the Trust's investment
policies (see "Investment Policies").

The Investors, Mid-Cap Growth and Foresight Funds of the Trust seek to
achieve their investment objectives through diversified investment by
each of its portfolios principally in equity securities, while the
Balanced Fund seeks to achieve its investment objective through
diversified investment in a combination of equity and fixed-income
securities. The Foresight Fund follows a flexible approach to investing
in equity securities in that the fund may be invested up to 100% in
fixed-income securities when the Advisor believes the equity markets may
decline.

Basic Investment Policies. The Trust intends generally to select
portfolio investments on the basis of their fundamental values rather
than on the basis of technical market factors. This means that the
Trust's investments will normally be held until there is a change in the
fundamental considerations that were the reason for their purchase.
However, the Trust will be free to sell any of its investments at any
time in response to market timing or other considerations. Any such
sales may result in realized long-term or short-term capital gains and losses.
Except as disclosed in the Foresight Fund prospectus,
the Trust does not intend to engage in extensive short-term
trading; thus, since it will not normally be able to take advantage of
short-term market swings, the Trust should not be viewed as a vehicle
for short-term investment.

The Investors Fund seeks investments that are undervalued or have good
management and significant growth potential. Investments for this
portfolio are selected on the basis of such fundamental measures as the
relationship between stock price and underlying tangible assets, the
ratio of stock price to earnings compared with typical historical or
other contemporary levels for this ratio, and the company's relative
rate of growth and market position.

The Balanced Fund is intended to earn substantial current dividend
income with some capital appreciation while assuming less risk than the
Trust's other portfolios. Consideration will also be given to an
investment's potential for appreciation as a hedge against inflation and
factors tending to protect the investment's value. The Advisor believes
that capital growth and production of income can best be achieved
through flexibility of investment strategies. Although the careful
selection of common stocks and bonds is a primary factor affecting the
investment return of the portfolio, the percentage of the portfolio's
assets which may be invested at any particular time in common stocks or
bonds will depend upon management's judgment regarding the risks present
in the stock and fixed income markets. When management believes that
market risks are high and the prices of common stocks or bonds may
decline, the portfolio may move substantial assets out of common stocks
or bonds and into short-term fixed income instruments such as U.S.
Treasury Bills, U.S. Treasury Notes, U.S. Agency Notes or highly rated
commercial paper or money market funds.

While investments in the Balanced Fund are intended to be less volatile
than those of the Trust's other portfolios, no assurance can be given
that this portfolio will avoid losses or succeed in growing at a rate
matching the rate of inflation. Experience has shown that high levels
of inflation may depress stock prices, limiting the value of common
stocks as an inflation hedge.

The Foresight Fund is intended to be the least risky of the four Trust
portfolios because of its secondary objectives of preserving capital and
reducing the Fund's exposure to market risk. The Foresight Fund invests
in the same types of securities as the Investors Fund, using the same
general investment policies. In order to achieve its secondary
objectives, however, the Foresight Fund can be expected to incur higher
levels of portfolio turnover than the Trust's other portfolios which, in
turn, may generate taxable capital gains and dividend distributions. In
addition, to the extent the Foresight Fund is not invested in equity
securities, it will be invested in income generating securities which
will result in taxable dividends.

The Mid-Cap Growth Fund is intended to achieve the highest capital
appreciation while assuming the highest risks of the Trust's four
portfolios. Such risks may arise from investments in companies that
have limited resources, that lack a stable earnings history or may be
incurring losses, that are engaged in the development of unproven
products or that are promoting products and services lacking well
established sales. This portfolio emphasizes investments in smaller
companies that may offer rapid growth potential. It may also invest in
companies undergoing fundamental changes deemed to offer the possibility
of a rapid increase in value.

Other Policies. The Trust will not invest more than 25% of the assets
of a portfolio in any one industry. During defensive periods the Trust
may invest without limitation in U.S. Government securities and the
money market obligations of domestic banks, their branches and other
domestic depository institutions (see "Investment Limitations"). The
Trust will limit its investments to liquid securities having readily
available market quotations, except that up to 10% of the Investors,
Balanced or Mid-Cap Growth Fund and up to 15% of the Foresight Fund may be
invested in securities having restrictions on resale or which are
otherwise illiquid (see "Investment Limitations").

Debt Instruments. The portion of any portfolio of the Trust that is not
invested in equity securities may be invested in debt instruments. The
"Debt Instruments" in which the Mid-Cap Growth, Investors and Foresight
Funds of the Trust may invest are limited to the following U.S. dollar
denominated investments: (1) U.S. Government securities; (2)
obligations of banks having total assets of $750 million or more
(including assets of affiliates); (3) high grade commercial paper; (4)
other corporate and foreign government obligations of investment grade
issued and sold publicly within the United States; and (5) repurchase
agreements involving any of the foregoing securities.

"U.S. Government securities" are obligations issued or guaranteed by
the United States Government, its agencies and instrumentalities. U.S.
Government securities include direct obligations of the United States
issued by the U.S. Treasury, such as Treasury bills, notes and bonds.
Also included are obligations of the various federal agencies and
instrumentalities, such as the Government National Mortgage Association,
the Federal Farm Credit System, the Federal Home Loan Mortgage
Corporation and the Federal Home Loan Banks, the Small Business
Administration and the Student Loan Marketing Association. Except for
Treasury securities, all of which are full faith and credit obligations,
U.S. Government securities may either be agency securities backed by
the full faith and credit of the United States, such as those issued by
the Government National Mortgage Association, or only by the credit of
the particular federal agency or instrumentality which issues them, such
as those issued by the Federal Farm Credit System and the Federal Home
Loan Mortgage Corporation; some such agencies have borrowing authority
from the U.S. Treasury, while others do not.

Bank obligations include certificates of deposit ("CDs"), bankers
acceptances ("BAs") and time deposits. CDs are generally short-term,
interest-bearing negotiable certificates issued by banks against funds
deposited with the issuing bank for a specified period of time. BAs are
time drafts drawn against a business, often an importer, and "accepted"
by a bank, which agrees unconditionally to pay the draft on its maturity
date. BAs are negotiable and trade in the secondary market. Time
deposits include money market deposit accounts. The Trust will not
invest in non-transferable time deposits having penalties for early
redemption if such time deposits mature in more than seven calendar
days, and such time deposits maturing in two business days to seven
calendar days will be limited to 10% of the Investors, Balanced or
Mid-Cap Growth Fund's respective total assets and limited to 15% of the
Foresight Fund's total assets.

"Commercial paper" describes the unsecured promissory notes issued by
major corporations to finance short-term credit needs. Commercial paper
is issued in maturities of nine months or less and usually on a discount
basis. High grade commercial paper is rated A-1 by Standard and Poor's
Corporation ("S&P") or P-1 by Moody's Investors Service, Inc.
("Moody's") or is of equivalent quality. Other corporate and foreign
government obligations generally include notes and debentures (for
maturities not exceeding 10 years) and bonds (for longer maturities).
These obligations normally pay interest to the holder semiannually; they
may be either secured or, more commonly, unsecured. Investment grade
obligations are those rated Baa or better by Moody's or BBB- or better by
S&P or are of equivalent quality.

The Balanced Fund may invest in the Debt Instruments described above and
in the investment grade fixed-income securities described more fully in
the Prospectus (see "Additional Information About the Balanced Fund").

Specialized Investment Techniques. In order to achieve its investment
objectives, the Trust may use, when the Advisor deems appropriate,
certain specialized investment techniques. Such specialized investment
techniques principally include those identified in the Prospectus (see
"Investment Policies") which are described more fully below:

1. Covered Call Options. The Trust may write "covered call options"
against any of its portfolio securities. These options represent
contracts sold on a national options exchange or in the over-the-counter
market allowing the purchaser of the contract to buy specified
underlying securities at a specified price (the "strike price") prior to
a specified expiration date. Writing covered call options may increase
the Trust's income, because a fee (the "premium") is received by the
Trust for each option contract written, but unless the option contract
is exercised it has no other ultimate impact on the Trust. The premium
received, plus the strike price of the option, will always be greater
than the value of the underlying securities at the time the option is
written.

When an option contract is "covered" it means that the Trust, as the
writer of the option contract, holds in its portfolio the underlying
securities described in the contract or securities convertible into such
securities. Thus, if the holder of the option decides to exercise his
purchase rights, the Trust may sell at the strike price securities it
already holds in portfolio or may obtain by conversion (rather than
risking having to first buy the securities in the open market at an
undetermined price). However, an option contract would not normally be
exercised unless the market price for the underlying securities
specified were greater than the strike price. Thus, when an option is
exercised the Trust will normally be forced to sell portfolio securities
at below their current market value or otherwise will be required to buy
a corresponding call contract at a price reflecting this price
differential to offset the call contract previously written (such an
offsetting call contract purchase is called a "closing purchase
transaction").

To the extent the Trust writes covered call options it will be foregoing
any opportunity for appreciation on the underlying securities above the
strike price during the period prior to expiration of the option
contract. The Trust reserves the right to close out call option
contracts written at any time in closing purchase transactions, but
there is no assurance that the Trust will be able to effect such
transactions at any particular time or at an acceptable price. The
Trust will not sell the securities covering an option contract written
prior to its expiration date unless substitute covering securities are
purchased or unless the contract written is first offset in a closing
purchase transaction; nor will the Trust write additional option
contracts if more than 25% of the Trust's assets would then be required
to cover the options written. All of the Trust's investments will be
selected on a basis consistent with its investment policies for the
respective portfolio, notwithstanding the potential for additional
premium income from option writing.

2. When-Issued Securities. The Trust may purchase and sell securities
on a when-issued or delayed delivery basis. When-issued and delayed
delivery transactions arise when securities are bought or sold with
payment for and delivery of the securities scheduled to take place at a
future time. Frequently when newly issued securities are purchased,
payment and delivery may not take place for 15 to 45 days after the
Trust commits to the purchase. Fluctuations in the value of securities
contracted for future purchase settlement may increase changes in the
value of the respective portfolio, because such value changes must be
added to changes in the values of those securities actually held in the
portfolio during the same period. When-issued transactions represent a
form of leveraging; the Trust will be at risk as soon as the when-issued
purchase commitment is made, prior to actual delivery of the securities
purchased.

When engaging in when-issued or delayed delivery transactions, the Trust
must rely upon the buyer or seller to complete the transaction at the
scheduled time; if the other party fails to do so, then the Trust might
lose a purchase or sale opportunity that could be more advantageous than
alternative opportunities available at the time of the failure. If the
transaction is completed, intervening changes in market conditions or
the issuer's financial condition could make it less advantageous than
investment alternatives otherwise available at the time of settlement.
While the Trust will only commit to securities purchases that it intends
to complete, it reserves the right, if deemed advisable, to sell any
securities purchase contracts before settlement of the transaction; in
any such case the Trust could realize either a gain or a loss, despite
the fact that the original transaction was never completed. When fixed
price contracts are made for the purchase of when-issued securities, the
Trust will maintain in a segregated account designated investments which
are liquid or mature prior to the scheduled settlement and cash
sufficient in aggregate value to provide adequate funds for completion
of the scheduled purchase.

3. Foreign Securities. The Trust may invest in securities of foreign
issuers that are listed on a recognized domestic exchange without
restriction. Foreign investments involve certain special considerations
not typically associated with domestic investments. Foreign investments
may be denominated in foreign currencies and may require the Trust to
hold temporary foreign currency bank deposits while transactions are
completed; although the Trust might therefore benefit from favorable
currency exchange rate changes, it could also be affected adversely by
changes in exchange rates, by currency control regulations and by costs
incurred when converting between various currencies. Furthermore,
foreign issuers may not be subject to the uniform accounting, auditing
and financial reporting requirements applicable to domestic issuers, and
there may be less publicly available information about such issuers.

In general, foreign securities markets have substantially less volume
than comparable domestic markets and therefore foreign investments may
be less liquid and more volatile in price than comparable domestic
investments. Fixed commissions in foreign securities markets may result
in higher commissions than for comparable domestic transactions, and
foreign markets may be subject to less governmental supervision and
regulation than their domestic counterparts. Foreign securities
transactions are subject to documentation and delayed settlement risks
arising from difficulties in international communications. Moreover,
foreign investments may be adversely affected by diplomatic, political,
social or economic circumstances or events in other countries, including
civil unrest, expropriation or nationalization, unanticipated taxes,
economic controls, and acts of war. Individual foreign economies may
also differ from the United States economy in such measures as growth,
productivity, inflation, national resources and balance of payments
position.

4. Loans of Portfolio Securities. The Trust, in certain circumstances,
may be able to earn additional income by loaning portfolio securities to
a broker-dealer or financial institution. The Trust may make such loans
only if cash or U.S. Government securities, equal in value to 100% of
the market value of the securities loaned, are delivered to the Trust by
the borrower and maintained in a segregated account at full market value
each business day. During the term of any securities loan, the borrower
will pay to the Trust all dividend and interest income earned on the
loaned securities; at the same time the Trust will also be able to
invest any cash portion of the collateral or otherwise will charge a fee
for making the loan, thereby increasing its overall potential return.
It is the Trust's policy that it shall have the option to terminate any
loan of portfolio securities at any time upon seven days' notice to the
borrower. In making a loan of securities, the Trust would be exposed to
the possibility that the borrower of the securities might be unable to
return them when required, which would leave the Trust with the
collateral maintained against the loan; if the collateral were of
insufficient value, the Trust could suffer a loss. The Trust may pay
fees for the placement, administration and custody of securities loans,
as it deems appropriate.

Any loans by the Trust of portfolio securities will be made in
accordance with applicable guidelines established by the Securities and
Exchange Commission or the Trustees. In determining whether to lend
securities to a particular broker, dealer or other financial
institution, the Advisor will consider the creditworthiness of the
borrowing institution. The Trust will not enter into any securities
lending agreement having a duration of greater than one year.

5. Repurchase Agreement Transactions. A repurchase agreement involves
the acquisition of securities from a financial institution, such as a
bank or securities dealer, with the right to resell the same securities
to the financial institution on a future date at a fixed price.
Repurchase agreements are a highly flexible medium of investment, in
that they may be for very short periods, including frequently maturities
of only one day. Under the Investment Company Act of 1940, repurchase
agreements are considered loans and the securities involved may be
viewed as collateral. It is the Trust's policy to limit the financial
institutions with which it engages in repurchase agreements to banks,
savings and loan associations and securities dealers meeting financial
responsibility standards prescribed in guidelines adopted by the
Trustees.

When investing in repurchase agreements, the Trust could be subject to
the risk that the other party may not complete the scheduled repurchase
and the Trust would then be left holding securities it did not expect to
retain. If those securities decline in price to a value of less than
the amount due at the scheduled time of repurchase, then the Trust could
suffer a loss of principal or interest. The Advisor will follow
procedures designed to ensure that repurchase agreements acquired by the
Trust are always at least 100% collateralized as to principal and
interest. It is the Trust's policy to require delivery of repurchase
agreement collateral to its Custodian or (in the case of book-entry
securities held by the Federal Reserve System) that such collateral is
registered in the Custodian's name or in negotiable form. In the event
of insolvency or bankruptcy of the other party to a repurchase
agreement, the Trust could encounter restrictions on the exercise of its
rights under the repurchase agreement.

To the extent the Trust requires cash to meet redemption requests and
determines that it would not be advantageous to sell portfolio
securities to meet those requests, then it may sell its portfolio
securities to another investor with a simultaneous agreement to
repurchase them. Such a transaction is commonly called a "reverse
repurchase agreement." It would have the practical effect of
constituting a loan to the Trust, the proceeds of which would be used to
meet cash requirements for redemption requests. During the period of
any reverse repurchase agreement, the Trust would recognize fluctuations
in value of the underlying securities to the same extent as if those
securities were held by the Trust outright. If the Trust engages in
reverse repurchase agreement transactions, it will maintain in a
separate account designated securities which are liquid or mature prior
to the scheduled repurchase and cash sufficient in aggregate value to
provide adequate funds for completion of the repurchase. It is the
Trust's current operating policy not to engage in reverse repurchase
agreements for any purpose, if as a result reverse repurchase agreements
in the aggregate would exceed five percent of the Trust's total assets.

6. American Depository Receipts. The Trust may invest in American
Depository Receipts ("ADRs"). These instruments are negotiable receipts
for a given number of shares of securities in a foreign corporation.
The foreign stock certificates remain in the custody of a foreign bank.
ADRs are issued by large commercial U.S. banks and traded in U.S.
markets or on U.S. exchanges. The ADR represents the depository bank's
guarantee that it holds the underlying securities. The Trust may invest
in an ADR in lieu of trading in the underlying shares on a foreign
market. ADRs are subject to a degree of U.S. regulation and are
denominated in U.S. dollars.

7. Convertible securities. In addition to other equity securities, the
Balanced Fund may invest in "convertible securities." Securities
convertible into common stocks and securities having equity
characteristics are bonds that are convertible into a specific number of
shares of the common stock of the issuer either at any time or usually
at a specific future date at a determined price per share of common
stock. Such bonds tend to participate in a substantial portion of the
price appreciation of the underlying common stock while enjoying some
protection against depreciation due to higher interest rates afforded
most bonds and because of the anticipation of the bond's maturity. The
portfolio anticipates that convertible securities will represent less
than 25% of it's total assets. All convertible bonds must meet the same
quality ratings required of corporate bonds, as described for commercial
paper. The risks involved in investment in convertible securities are
similar to the risks of investment in the underlying common stocks.

Policy Review. If, in the judgment of a majority of the Trustees of the
Trust, unanticipated future circumstances make inadvisable the
continuation of the Trust's policy of seeking capital appreciation from
investment principally in equity securities, or continuation of the more
specific policies of each portfolio, then the Trustees may change any
such policies without shareholder approval, subject to the limitations
provided elsewhere in this Statement of Additional Information (see
"Investment Limitations") and after giving 30 days' written notice to
the Trust's affected shareholders.

Except for the fundamental investment limitations placed upon the
Trust's activities, the Trustees reserve the right to review and change
the other investment policies and techniques employed by the Trust, from
time to time as they deem appropriate, in response to market conditions
and other factors. Reference should be made to "Investment Limitations"
for a description of those fundamental investment policies which may not
be changed without shareholder approval. Such fundamental policies
would permit the Trust, after notice to shareholders but without a
shareholder vote, to adopt policies permitting a wide variety of
investments, including money market instruments, all types of common and
preferred equity securities, all types of long-term debt securities,
convertible securities, and certain types of option contracts. In the
event of such a policy change, a change in the Trust's name might be
required. There can be no assurance that the Trust's present objectives
will be achieved.

INVESTMENT LIMITATIONS

The Trust has adopted as fundamental policies the following limitations
on its investment activities, which apply to each of its portfolios;
these fundamental policies may not be changed without a majority vote of
the Trust's shareholders as defined in the Investment Company Act of
1940 (see "Organization of the Trust").

1. Permissible Investments. Subject to the investment policies from
time to time adopted by the Trustees, the Trust may purchase any type of
securities under such terms as the Trust may determine; and any such
securities may be acquired pursuant to repurchase agreements with
financial institutions or securities dealers or may be purchased from
any person, under terms and arrangements determined by the Trust, for
future delivery. Any of these securities may have limited markets and
may be purchased with restrictions on transfer; however, the Trust may
not make any investment (including repurchase agreements) for which
there is no readily available market and which may not be redeemed,
terminated or otherwise converted into cash within seven days, unless
after making the investment not more than 10% of the Mid-Cap Growth,
Investors or Balanced Funds' net assets would be so invested and not
more than 15% of the Foresight Fund's net assets would be so invested.

2. Restricted Investments. Not more than five percent of the value of
the total assets of a portfolio of the Trust may be invested in the
securities of any one issuer (other than securities issued or guaranteed
by the United States Government or any of its agencies or
instrumentalities and excluding bank deposits); nor may securities be
purchased when as a result more than 10% of the voting securities of the
issuer would be held by any portfolio of the Trust. Except to the
extent a portfolio purchases obligations issued or guaranteed by the
United States Government or its agencies and instrumentalities,
obligations which provide income exempt from federal income taxes, and
obligations of domestic banks, their branches, and other domestic
depository institutions, the Trust will limit its investments so that
not more than 25% of the assets of each of its portfolios are invested
in any one industry. For purposes of these restrictions, the issuer is
deemed to be the specific legal entity having ultimate responsibility
for performance of the obligations evidenced by the security and whose
assets and revenues principally back the security. Any security that
does not have a governmental jurisdiction or instrumentality ultimately
responsible for its repayment may not be purchased by the Trust when the
entity responsible for such repayment has been in operation for less
than three years, if such purchase would result in more than five
percent of the total assets of the respective portfolio of the Trust
being invested in such securities.

The Trust may not purchase the securities of other investment companies,
except for shares of unit investment trusts and then only if the value
of such shares of any one investment company does not exceed 5% of the
value of the total assets of the Trust's portfolio in which the shares
are included and the aggregate value of all such shares does not exceed
10% of the value of such total assets, or except in connection with an
investment company merger, consolidation, acquisition or reorganization.
The Trust may not purchase any security for purposes of exercising
management or control of the issuer, except in connection with a merger,
consolidation, acquisition or reorganization of an investment company.
The Trust may not purchase or retain the securities of any issuer if, to
the knowledge of the Trust's management, the holdings of those of the
Trust's officers, Trustees and officers of its Advisor who beneficially
hold one-half percent or more of such securities, together exceed 5% of
such outstanding securities.

3. Borrowing and Lending. It is a fundamental policy of the Trust that
it may borrow (including engaging in reverse repurchase agreement
transactions) in amounts not exceeding 25% of a portfolio's total assets
for investment purposes. A portfolio of the Trust may not otherwise
issue senior securities representing indebtedness and may not pledge,
mortgage or hypothecate any assets to secure bank loans, except in
amounts not exceeding 15% of its net assets taken at cost.

The Trust may loan its portfolio securities in an amount not in excess
of one-third of the value of the portfolio's gross assets, provided
collateral satisfactory to the Trust's Advisor is continuously
maintained in amounts not less than the value of the securities loaned.
The Trust may not lend money (except to governmental units), but is not
precluded from entering into repurchase agreements or purchasing debt
securities.

4. Other Activities. The Trust may not act as an underwriter (except
for activities in connection with the acquisition or disposition of
securities intended for or held by one of the Trust's portfolios), make
short sales or maintain a short position (unless a Trust portfolio owns
at least an equal amount of such securities, or securities convertible
or exchangeable into such securities, and not more than 25% of the
portfolio's net assets is held as collateral for such sales). Nor may
the Trust purchase securities on margin (except for customary credit
used in transaction clearance), invest in commodities, purchase
interests in real estate, real estate limited partnerships, or invest in
oil, gas or other mineral exploration or development programs or oil,
gas or mineral leases. However, the Trust may purchase securities
secured by real estate or interests therein and may use financial
futures contracts, including contracts traded on a regulated commodity
market or exchange, to purchase or sell securities which the Trust would
be permitted to purchase or sell by other means and where the Trust
intends to take or make the required delivery. The Trust may acquire
put options in conjunction with a purchase of portfolio securities; it
may also purchase put options and write call options covered by
securities held in the respective portfolio (and purchase offsetting
call options in closing purchase transactions), provided that the put
option purchased or call option written at all times remains covered by
portfolio securities, whether directly or by conversion or exchange
rights; but it may not otherwise invest in or write puts and calls or
combinations thereof.

Except as otherwise specifically provided, the foregoing percentage
limitations need only be met when the investment is made or other
relevant action is taken. As a matter of operating policy in order to
comply with certain applicable State restrictions, but not as a
fundamental policy, the Trust will not pledge, mortgage or hypothecate
in excess of 10% of a portfolio's total assets taken at market value.
Although permitted to do so by its fundamental policies, it is the
Trust's current policy not to use financial futures contracts and not to
acquire put options nor to invest in warrants (other than warrants
acquired as a part of a unit or attached to other securities at the time
of purchase) if such warrants (valued at the lower of cost or market)
would then exceed five percent of a portfolio's net assets and any such
warrants not listed on the New York or American Stock Exchange would
exceed two percent of the portfolio's net assets.

Notwithstanding the Trust's fundamental policies, it does not presently
intend to borrow (including engaging in reverse repurchase agreement
transactions) for investment purposes nor to borrow (including engaging
in reverse repurchase agreement transactions) for any purpose in amounts
in excess of five percent of a portfolio's total assets. If the Trust
were to borrow for the purpose of making additional investments, such
borrowing and investment would constitute "leverage." Leverage would
exaggerate the impact of increases or decreases in the value of a
portfolio's total assets on its net asset value, and thus increase the
risk of holding the portfolio's shares. Furthermore, if bank borrowings
by the Trust for any purpose exceeded one-third of the value of a
portfolio's total assets (net of liabilities other than the bank
borrowings), then the Investment Company Act of 1940 would require the
portfolio, within three business days, to liquidate assets and
commensurately reduce bank borrowings until the borrowing level was
again restored to such one-third level. Funds borrowed for leverage
purposes would be subject to interest costs which might not be recovered
by interest, dividends or appreciation from the respective securities
purchases. The Trust might also be required to maintain minimum bank
balances in connection with such borrowings or to pay line-of-credit
commitment fees or other fees to continue such borrowings; either of
these requirements would increase the cost of the borrowing.

In connection with the Trust's limitation on the industry concentration
of its investments, domestic banks and their branches may include the
domestic branches of foreign banks, to the extent such domestic branches
are subject to the same regulations as United States banks; but they
will not include the foreign branches of domestic banks, unless the
obligations of such foreign branches are unconditionally guaranteed by
the domestic parent.

If a portfolio of the Trust alters any of the foregoing current
operating policies (relating to financial futures contracts, options,
warrants or borrowing), it will notify shareholders of the policy
revision at least 30 days prior to its implementation and describe the
new investment techniques to be employed. In the implementation of its
investment policies the Trust will not consider securities to be readily
marketable unless they have readily available market quotations.

THE INVESTMENT ADVISOR

Madison Mosaic, LLC (previously known as Bankers Finance Advisors, LLC),

1655 Fort Myer Drive, Arlington, Virginia 22209-3108, is the investment
adviser to the Trust and is called the "Advisor" throughout this
Statement of Additional Information and the Prospectus. The Advisor is
responsible for the investment management of the Trust and is authorized
to execute the Trust's portfolio transactions, to select the methods and
firms with which such transactions are executed, to oversee the Trust's
operations, and otherwise to administer the affairs of the Trust as it
deems advisable. In the execution of these responsibilities, the
Advisor is subject to the investment policies and limitations of the
Trust described in the Prospectus and this Statement of Additional
Information, to the terms of the Declaration of Trust and the Trust's
By-Laws, and to written directions given from time to time by the
Trustees.

The Advisor is a Wisconsin limited liability company, wholly owned by
Madison Investment Advisors, Inc. ("Madison"), 6411 Mineral Point Road,
Madison, Wisconsin. Madison was founded in 1973 and is an independent,
registered investment adviser which has numerous advisory clients.

The investment advisory agreement between the Trust, on behalf of the
portfolios, and the Advisor is subject to annual review and approval by
the Trustees, including a majority of those Trustees who are not
"interested persons," as defined in the Investment Company Act of 1940.
The investment advisory agreement was approved by shareholders for an
initial two year term at a special meeting of each portfolio's
shareholders held in July 1996.

The investment advisory agreement may be terminated at any time, without
penalty, by the Trustees or, with respect to any series or class of the
Trust's shares, by the vote of a majority of the outstanding voting
securities of that series or class (see "Organization of the Trust"), or
by the Advisor, upon sixty days' written notice to the other party. The
investment advisory agreement may not be assigned by the Advisor, and
will automatically terminate upon any assignment.

Background of the Advisor. The Advisor was formed in 1996 by Madison
for the purpose of providing investment management services to the
Mosaic family of mutual funds, including the Trust. The Advisor
purchased the investment management assets of the former adviser to the
Trust, Bankers Finance Investment Management Corp on July 31, 1996. For
periods prior to July 31, 1996, references in this Statement of
Additional Information and in the Prospectus to the "Advisor" refer to
Bankers Finance Investment Management Corp. The Advisor also serves as
the investment adviser to Mosaic Government Money Market, Mosaic Income
Trust and Mosaic Tax-Free Trust.

Management. Frank E. Burgess is President, Treasurer and Director of
Madison and Vice President of the Advisor. Mr. Burgess owns the
controlling interest in Madison, which, in turn, controls the Advisor.
Mr. Burgess is also a Trustee and Vice President of the Trust. Mr.
Burgess holds the same positions with Mosaic Government Money Market,
Mosaic Income Trust and Mosaic Tax-Free Trust. Katherine L. Frank is
President and Treasurer of the Advisor and Vice President of Madison.
Ms. Frank holds the same positions with Mosaic Government Money Market,
Mosaic Income Trust and Mosaic Tax-Free Trust.

Advisory Fee and Expense Limitations. For its services under the
investment advisory agreement, the Advisor receives a fee, payable
monthly, calculated as 3/4 percent per annum of the average daily net
assets of the Mid-Cap Growth, Investors and Balanced Funds during the
month and as one percent per annum of the average daily net assets of
the Foresight Fund during the month. The Advisor has waived 1/4 percent
per annum of its Foresight Fund fee through December 31, 1998.

Such fees do not decrease as net assets increase. The Advisor may waive
or reduce such fees during any period; the Advisor may also reduce such
fees on a permanent basis, without any requirement for consent by the
Trust or its shareholders, under such terms as it may determine, by
written notice thereof to the Trust.

In addition, the Advisor has agreed, in any event, to be responsible for
the fees and expenses of the Trustees and officers of the Trust who are
affiliated with the Advisor, the rent expenses of the Trust's principal
executive office premises, and its various promotional expenses
(including the distribution of Prospectuses to potential shareholders).
Other than investment management and related expenses, and the foregoing
items, the Advisor is not obligated to provide or pay for any other
services to the Trust, although it has discretion to elect to do so.

The investment advisory agreement permits the Advisor to make payments
out of its fee to other persons. During the fiscal year ended December
31, 1997, the Advisor received fees of $67,925 with respect to the Mid-
Cap Growth Fund (nine months), $151,861 with respect to the Investors
Fund, $112,110 with respect to the Balanced Fund and $9,602 with respect
to the Foresight Fund (nine-months). During the fiscal year ended March
31, 1997, the Advisor received fees of $113,760 with respect to the Mid-
Cap Growth Fund; and for the fiscal year ended December 31, 1996,
$99,818 with respect to the Investors Fund, and $91,311 with respect to
the Balanced Fund. During the fiscal years ended March 31, 1996 for the
Mid-Cap Growth Fund and December 31, 1995 for the Investors and Balanced
Funds, the Advisor received advisory fees of $219,111 with respect to
the Mid-Cap Growth Fund, $91,637 with respect to the Investors Fund, and
$88,169 with respect to the Balanced Fund. During the fiscal years
ended March 31, 1997 and 1996, the Advisor received advisory fees of
$14,176 and $14,252, respectively, with regard to the Foresight Fund.
No advisory fees were paid with respect to the Foresight Fund for
periods prior to the fiscal year ended March 31, 1996.

ORGANIZATION OF THE TRUST

The Trust's Declaration of Trust, dated November 18, 1982, has been
filed with the Secretary of State of the Commonwealth of Massachusetts
and the Clerk of the City of Boston, Massachusetts. The Prospectuses
contain general information concerning the Trust's form of organization
and its shares (see "The Trust and Its Shares"), including the series of
shares currently authorized.

Series and Classes of Shares. The Trustees may authorize at any time
the creation of additional series of shares (the proceeds of which would
be invested in separate, independently managed portfolios) and
additional classes of shares within any series (which would be used to
distinguish among the rights of different categories of shareholders, as
might be required by future regulations, methods of share distribution
or other unforeseen circumstances) with such preferences, privileges,
limitations, and voting and dividend rights as the Trustees may
determine. All consideration received by the Trust for shares of any
additional series or class, and all assets in which such consideration
is invested, would belong to that series or class (but classes may
represent proportionate undivided interests in a series), and would be
subject to the liabilities related thereto. The Investment Company Act
of 1940 would require the Trust to submit for the approval of the
shareholders of any such additional series or class any adoption of an
investment advisory contract or any changes in the Trust's fundamental
investment policies related to the series or class.

The Trustees may divide or combine the shares of any series into a
greater or lesser number of shares without thereby changing the
proportionate interests in the series. Any assets, income and expenses
of the Trust not readily identifiable as belonging to a particular
series are allocated by or under the direction of the Trustees in such a
manner as they deem fair and equitable. Upon any liquidation of the
Trust or of a series of its shares, the shareholders are entitled to
share pro-rata in the liquidation proceeds available for distribution.
Shareholders of each series have an interest only in the assets
allocated to that series.

Voting Rights. The voting rights of shareholders are not cumulative, so
that holders of more than 50 percent of the shares voting can, if they
choose, elect all Trustees being selected, while the holders of the
remaining shares would be unable to elect any Trustees. As of January
30, 1998, the shareholders which held five percent or more of the Mid-
Cap Growth Fund were: Charles Schwab & Co., 101 Montgomery St., San
Fransisco, CA (7%); of the Investors Fund: none; of the Balanced Fund:
none; and of the Foresight Fund: none.

Shareholder votes relating to the election of Trustees, approval of the
Trust's selection of independent auditors and any contract with a
principal underwriter, as well as any other matter in which the
interests of all shareholders are substantially identical, will be voted
upon without regard to series or classes of shares. Matters that do not
affect any interest of a series or class of shares will not be voted
upon by the unaffected shareholders. Certain other matters in which the
interests of more than one series or class of shares are affected, but
where such interests are not substantially identical, will be voted upon
separately by each series or class affected and will require a majority
vote of each such series or class to be approved by it. When a matter
is voted upon separately by more than one series or class of shares, it
may be approved with respect to a series or class even if it fails to
receive a majority vote of any other series or class or fails to receive
a majority vote of all shares entitled to vote on the matter.

Because there is no requirement for annual elections of Trustees, the
Trust does not anticipate having regular annual shareholder meetings
after the initial meeting; shareholder meetings will be called as
necessary to consider questions requiring votes by the shareholders.
The selection of the Trust's independent auditors will be submitted to a
vote of ratification at any annual meetings held by the Trust. Any
change in the Declaration of Trust, in the Investment Advisory Agreement
(except for reductions of the Advisor's fee) or in the fundamental
investment policies of the Trust must be approved by a majority of the
affected shareholders before it can become effective. For this purpose,
a "majority" of the shares of the Trust means either the vote, at an
annual or special meeting of the shareholders, of 67 percent or more of
the shares present at such meeting if the holders of more than 50
percent of the outstanding shares of the Trust are present or
represented by proxy or the vote of 50 percent of the outstanding shares
of the Trust, whichever is less. Voting groups will be comprised of
separate series and classes of shares or of all of the Trust's shares,
as appropriate to the matter being voted upon.

The Declaration of Trust provides that two-thirds of the holders of
record of the Trust's shares may remove a Trustee from office either by
declarations in writing filed with the Trust's Custodian or by votes
cast in person or by proxy at a meeting called for the purpose. The
Trustees are required to promptly call a meeting of shareholders for the
purpose of voting on removal of a Trustee if requested to do so in
writing by the record holders of at least 10% of the Trust's outstanding
shares. Ten or more persons who have been shareholders for at least six
months and who hold shares with a total value of at least $25,000 (or 1%
of the Trust's net assets, if less) may require the Trustees to assist a
shareholder solicitation to call such a meeting by providing either a
shareholder mailing list or an estimate of the number of shareholders
and approximate cost of the shareholder mailing, in which latter case,
unless the Securities and Exchange Commission determines otherwise, the
shareholders desiring the solicitation may require the Trustees to
undertake the mailing if those shareholders provide the materials to be
mailed and assume the cost of the mailing.

Shareholder Liability. Under Massachusetts law, the share-holders of an
entity such as the Trust may, under certain circumstances, be held
personally liable for its obligations. The Declaration of Trust
contains an express disclaimer of shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation or instrument, entered into or
executed by the Trust or the Trustees. The Declaration of Trust
provides for indemnification out of the Trust property of any
shareholder held personally liable for the obligations of the Trust.
The Declaration of Trust also provides that the Trust shall, upon
request, assume the defense of any claim made against any shareholder
for any act or obligation of the Trust and satisfy any judgment thereof.
Thus the risk of a shareholder incurring financial loss on account of
status as a shareholder is limited to circumstances in which the Trust
itself would be unable to meet its obligations.

Liability of Trustees and Others. The Declaration of Trust provides
that the officers and Trustees of the Trust will not be liable for any
neglect, wrongdoing, errors of judgment, or mistakes of fact or law,
except that they shall not be protected from liability arising out of
willful misfeasance, bad faith, gross negligence, or reckless disregard
of their duties to the Trust. Similar protection is provided to the
Advisor under the terms of the investment advisory agreement and the
services agreement. In addition, protection from personal liability for
the obligations of the Trust itself, similar to that provided to
shareholders, is provided to all Trustees, officers, employees and
agents of the Trust.

TRUSTEES AND OFFICERS

The Trustees and executive officers of the Trust and their principal
occupations during the past five years are shown below:

Frank E. Burgess*
6411 Mineral Point Road, Madison, WI 53705
Trustee and Vice President

President and Director of Madison Investment Advisors, Inc., the entity
which controls the Advisor. Prior to forming Madison in 1973, he was
Assistant Vice President and Trust Officer of M&I Bank of Madison,
Wisconsin. Mr. Burgess received his BS from Iowa State University and
his law degree from the University of Wisconsin. He is a member of the
State Bar of Wisconsin. b. 8/4/42.

Thomas S. Kleppe***
7100 Darby Road, Bethesda, MD 20817
Trustee

Private Investor; formerly Visiting Professor at the University of
Wyoming, Secretary of the U.S. Department of the Interior,
Administrator of the U.S. Small Business Administration, U.S.
Congressman from North Dakota, Vice President and Director of Dain,
Kalman & Quail, investment bankers, and President of Gold Seal Co.,
manufacturers of household cleaning products. Attended Valley City
State College of North Dakota. b. 7/1/19.

James R. Imhoff, Jr.***
429 Gammon Place, Madison, WI 53719
Trustee

Chairman and CEO of First Weber Group, Inc. of Madison, WI, a
residential real estate company; Chairman of the Wisconsin Real Estate
Board of the Department of Regulation and Licensing; Director to the
University of Wisconsin School of Business, Center for Urban Land
Economics Research; Director of the Park Bank, Wisconsin; formerly
President of the Wisconsin Realtors Association and the Greater Madison
Board of Realtors and Director of the National Association of Realtors.
An alumnus of the Marquette University School of Business. b. 5/20/44.

Lorence D. Wheeler***
4905 W. 60th Avenue, Arvada, CO 80003
Trustee

President of Credit Union Benefits Services, Inc., a provider of
retirement plans and related services for credit union employees
nationwide. Previously a shareholder of the law firm of Bell, Metzner &
Gierart, SC. Mr. Wheeler received his law degree from the University
of Wisconsin. b. 1/31/38.

*Trustee deemed to be an "interested person" of the Trust as the term is
defined in the Investment Company Act of 1940.

*** Member of the Audit Committee of the Trust. The Audit Committee is
responsible for reviewing the results of each audit of the Trust by its
independent auditors and for recommending the selection of independent
auditors for the coming year.

Katherine L. Frank
6411 Mineral Point Road, Madison, WI 53705
President

President of Mosaic Funds, Vice President of Madison Investment
Advisors, Inc. A graduate of Macalester College, St. Paul,
Minnesota.

Julia M.Nelson
1655 Fort Myer Drive, Arlington, VA 22209-3108
Vice President

Vice President of Mosaic Funds.

Jay R. Sekelsky
6411 Mineral Point Road, Madison, WI 53705
Vice President

Vice President of Mosaic Funds and of Madison Investment
Advisors, Inc. Formerly Vice President of Wellington Management Group
of Boston, MA. Mr. Sekelsky holds a BBA in Accounting and an MBA in
Finance from the University of Wisconsin.

Christopher C. Berberet
6411 Mineral Point Road, Madison, WI 53705
Vice President

Vice President of Mosaic Funds and of Madison Investment
Advisors, Inc. Formerly the Director of Fixed Income Management for the
ELCA Board of Pensions, Minneapolis, MN. A graduate of the University
of Wisconsin.

W. Richard Mason
1655 Ft. Myer Drive, Arlington, VA 22209
Secretary

Secretary of Mosaic Funds, GIT Investment Services, Inc.,
Presidential Savings Bank, FSB and Presidential Service Corporation.
Formerly Assistant General Counsel for the Investment Company Institute.
Mr. Mason holds a BS in Foreign Service from Georgetown University and
received his law degree from The George Washington University. He is a
member of the District of Columbia and Texas bars.

Only those persons named in the table of Trustees and officers who are
not interested persons of the Trust are eligible to be compensated by
the Trust. The compensation of each non-interested Trustee who may be
compensated by the Trust has been fixed at $4,000 per year, to be pro-
rated according to the number of regularly scheduled meetings each year.
Four Trustees' meetings are currently scheduled to take place each year.
In addition to such compensation, those Trustees who may be compensated
by the Trust shall be reimbursed for any out-of-pocket expenses incurred
by them in connection with the affairs of the Trust. Mr. Kleppe will
receive annual compensation from the Trust and from the other investment
companies managed by the Advisor or Madison (see "the Investment
Advisor") totalling $15,000. Mr. Imhoff and Mr. Wheeler received
annual compensation from the Trust and from other investment companies
managed by the Advisor or Madison totalling $18,000 through June 13,
1997, and thereafter have been compensated in the same amount as Mr.
Kleppe.

During the last twelve months of the Trust, the Trustees were
compensated as follows:

Aggregate Total Compensation from
Compensation Trust and Mosaic Complex
from Trust Paid to Trustees (a)

Frank E. Burgess $0 $0
Thomas S. Kleppe $4,000 $15,000
James R. Imhoff, Jr. $4,000 $18,000
Lorence D. Wheeler $4,000 $18,000

(a) Prior to June 13, 1997, the complex was comprised of 4 trusts and
three corporations with a total of 16 funds and/or series. After June
13, 1997, the complex is comprised of 4 trusts and one corporation with
a total of 15 funds and/or series.

Under the Declaration of Trust, the Trustees are entitled to be
indemnified by the Trust to the fullest extent permitted by law against
all liabilities and expenses reasonably incurred by them in connection
with any claim, suit or judgment or other liability or obligation of any
kind in which they become involved by virtue of their service as
Trustees of the Trust, except liabilities incurred by reason of their
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of their office.

As of February 17, 1998 the Trustees and officers directly or indirectly
owned less than one percent of the outstanding shares in the Mid-Cap and
Investors Funds. Less than five percent of the Balanced and Foresight Funds'
outstanding shares were held directly or indirectly by the Trustees and
officers.

ADMINISTRATIVE AND OTHER EXPENSES

Except for certain expenses assumed by the Advisor (see "The Investment
Advisor"), the Trust is responsible for payment from its assets of all
of its expenses. These expenses can include any of the business or
other expenses of organizing, maintaining and operating the Trust.
Certain expense items which may represent significant costs to the Trust
include the payment of the Advisor's fee; the expense of shareholder
accounting, customer services, and calculation of net asset value; the
fees of the Custodian, of the Trust's independent accountants, and of
legal counsel to the Trust; the expense of registering the Trust and its
shares, of printing and distributing prospectuses and periodic financial
reports to current shareholders, and of trade association membership;
and the expense of preparing shareholder reports, proxy materials and of
holding shareholder meetings of the Trust. The Trust is also
responsible for any extraordinary or non-recurring expenses it may
incur.

Services Agreement. The Trust does not have any officers or employees
who are paid directly by the Trust. The Trust has entered into a
services agreement with the Advisor for the provision of operational and
other services required by the Trust. Such services may include the
functions of shareholder servicing agent and transfer agent, bookkeeping
and portfolio accounting services, the handling of telephone inquiries,
cash withdrawals and other customer service functions including
monitoring wire transfers, and providing to the Trust appropriate
supplies, equipment and ancillary services necessary to the conduct of
its affairs. The Trust is registered with the Securities and Exchange
Commission as the transfer agent for its shares and acts as its own
dividend-paying agent; while transfer agent personnel and facilities are
included among those provided to the Trust under the services agreement,
the Trust itself is solely responsible for its transfer agent and
dividend payment functions and for the supervision of those functions by
its officers. The Trust maintains books and records of shareholder
accounts and provides confirmations of transactions and quarterly
account statements.

All such services provided to the Trust by the Advisor are rendered at a
flat percentage fee calculated as a percentage of average daily net
assets, reviewed and approved at least annually by the Trustees. Such
fee is expected to approximate or be below the cost of providing such
services. The term "cost" includes both direct expenditures and the
related overhead costs, such as depreciation, employee supervision, rent
and the like; reimbursements to the Advisor pursuant to the Services
Agreement are in addition to and independent of payments made pursuant
to the Investment Advisory Agreement. The Advisor provides such
services to Mosaic Income Trust, Mosaic Tax-Free Trust and Mosaic
Government Money Market. The costs covered by the Services Agreement
will also include certain direct expenses (including custody, brokerage,
blue sky, legal and audit).

Distribution Agreement. GIT Investment Services, Inc. acts as the
Trust's distributor pursuant to a distribution agreement, dated January
11, 1983, without compensation under such agreement. This agreement has
an initial term of two years and may thereafter continue in effect only
if approved annually by the Trustees, including a majority of those who
are not "interested persons," as defined in the Investment Company Act
of 1940; the agreement provides for distribution of the Trust's shares
without a sales charge to the investor. The distributor may act as the
Trust's agent for any sales of its shares. The Trust will also sell its
shares directly to any person. The distributor makes the Trust's shares
continuously available to the general public in those states where it
has qualified to do so, but has assumed no obligation to purchase any of
the Trust's shares. The distributor is wholly owned by A. Bruce
Cleveland, its President.

PORTFOLIO TRANSACTIONS

Decisions as to the purchase and sale of securities for the Trust, and
decisions as to the execution of these transactions, including selection
of market, broker or dealer and the negotiation of commissions are,
where applicable, to be made by the Advisor, subject to review by the
officers and Trustees of the Trust.

In general, in the purchase and sale of portfolio securities the Trust
will seek to obtain prompt and reliable execution of orders at the most
favorable prices or yields. In determining the best price and
execution, the Advisor may take into account a dealer's operational and
financial capabilities, the type of transaction involved, the dealer's
general relationship with the Advisor, and any statistical, research or
other services provided by the dealer to the Advisor, including payment
for the use by the Advisor of electronic research services. Research
and statistical information regarding securities may be used by the
Advisor for the benefit of all members of the Mosaic family of mutual
funds and by other clients of Madison. To the extent such non-price
factors are taken into account the execution price paid may be
increased, but only in reasonable relation to the benefit of such non-
price factors to the Trust as determined in good faith by the Advisor.

Brokers or dealers who execute portfolio transactions for the Trust may
also sell its shares; however, any such sales will not be either a
qualifying or disqualifying factor in the selection of brokers or
dealers. During its three most recent fiscal years the Trust paid
aggregate brokerage commissions as follows: $103,868 for the period
December 31, 1997; $132,000 for the fiscal year ending March 31,
1997; $156,680 for the fiscal year ending March 31, 1996; and $126,777
for the fiscal year ending March 31, 1995.

The Trust reserves the right to purchase portfolio securities through an
affiliated broker, when deemed in the Trust's best interests by the
Advisor, provided that: (1) the transaction is in the ordinary course of
the broker's business; (2) the transaction does not involve a purchase
from another broker or dealer; (3) compensation to the broker in
connection with the transaction is not in excess of one percent of the
cost of the securities purchased; and (4) the terms to the Trust for
purchasing the securities, including the cost of any commissions, are
not less favorable to the Trust than terms concurrently available from
other sources. Any compensation paid in connection with such a purchase
will be in addition to fees payable to the Advisor under the investment
advisory agreement. The Trust does not anticipate that any such
purchases through affiliates will represent a significant portion of its
total activity; no such transactions took place during the Trust's most
recent fiscal year.

Except as otherwise disclosed in the prospectus for the Foresight Fund,

the Trust does not expect to engage in a significant amount of short-
term trading, but securities may be purchased and sold in anticipation
of market fluctuations, as well as for other reasons. The Trust
anticipates that annual portfolio turnover for each of its portfolios
generally will not exceed 100%, but the actual turnover rate will not be
a limiting factor if the Trust deems it desirable to conduct purchases
and sales of portfolio securities. Reference should be made to the
Prospectuses for actual rates of portfolio turnover (see "Financial
Highlights").

SHAREHOLDER TRANSACTIONS

The Prospectuses describe the basic procedures for investing in the
Trust (see "How to Purchase and Redeem Shares"). The following
information concerning other investment procedures is presented to
supplement the information contained in the Prospectuses.

Shareholder Service Policies. The Trust's policies concerning
shareholder services are subject to change from time to time.

Minimum Initial Investment and Balance. The Trust reserves the right to
change its minimum initial investment requirement or the minimum account
size below which an account is subject to a monthly service charge, or
involuntary closing by the Trust. The Trust may also institute a
minimum amount for subsequent investments, if it so chooses, by 30 days
written notice to its shareholders.

Special Service Charges. The Trust further reserves the right, after 30
days written notification to shareholders, to impose special charges for
services provided to individual shareholders that are not regularly
afforded to shareholders generally. Such service charges may include
but are not limited to special custodian bank processing charges such as
fees for stop payment orders and returned checks. The Trust's standard
service charges are also subject to adjustment from time to time.

Share certificates will not be issued.

Subaccounting Services. The Trust offers subaccounting services to
institutions. The Trustees reserve the right to determine from time to
time such guidelines as they deem appropriate to govern the level of
subaccounting service that can be provided to individual institutions in
differing circumstances. Normally, the Trust's minimum initial
investment to open an account will not apply to subaccounts; however,
the Trust reserves the right to impose the same minimum initial
investment requirement that would apply to regular accounts, if it deems
that the cost of carrying a particular subaccount or group of
subaccounts is otherwise likely to be excessive. The Trust may provide
and charge for subaccounting services which it determines exceed those
services which can be provided without charge. The availability and
cost of such additional services will be determined in each case by
negotiation between the Trust and the parties requesting the additional
services. The Trust is not presently aware of any such services for
which a charge will be imposed.

Crediting of Investments. The Trust reserves the right to reject any
investment in the Trust for any reason and may at any time suspend all
new investment in the Trust. The Trust may also, in its discretion or
at the instance of the Advisor, decline to give recognition as an
investment to funds wired for credit to any account, until such funds
are actually received by the Trust. Under present federal regulatory
guidelines, the Advisor may be responsible for any losses resulting from
changes in the Trust's net asset values which are incurred by the Trust
as a result of failure to receive funds from an investor to whom
recognition for investment was given in advance of receipt of payment.

If shares are purchased to be paid for by wire and the wire is not
received by the Trust or if shares are purchased by a check which, after
deposit, is returned unpaid or proves uncollectible, then the share
purchase may be canceled immediately. The shareholder that gave notice
of the intended wire or submitted the check will be held fully
responsible for any losses so incurred by the Trust, the Advisor or the
distributor.

Funds Received by Wire. Wires are normally converted into shares in the
Trust at the net asset value next determined.

Checks. Checks drawn on foreign banks will not be considered received
until the Trust has actual receipt of payment in U.S. dollars after
submission of the check for collection; collection of such checks
through the international banking system may require 30 days or more.

Purchase Orders From Brokers. An order to purchase shares which is
received by the Trust from a securities broker will be considered
received in proper form for the net asset value per share determined as
of the close of the New York Stock Exchange on the day of the order,
provided the broker received the order from its customer prior to that
time. Shareholders who invest in the Trust through a broker may be
charged a commission for the handling of the transaction, if the broker
so elects. A shareholder may deal directly with the Trust without a
fee.

SHARE REDEMPTIONS

The value of shares redeemed will be determined according to the share
net asset value next calculated after the request has been received in
proper form. (See "Determination of Net Asset Value.") Thus, any such
request received in proper form prior to the close of the New York Stock
Exchange (normally 4 p.m. Washington, DC time) on a business day will
reflect the net asset value calculated at that time; later withdrawal
requests will be processed to reflect the share net asset value figure
calculated on the next day the calculation is made. The Trust
calculates net asset values each day the New York Stock Exchange is open
for trading.

Net asset value determinations will apply as of the day the redemption
order is submitted in proper form. A redemption request may not be
deemed to be in proper form unless a signed account application has been
submitted to the Trust by the shareholder or such an application is
submitted with the redemption request. Shareholders should be aware
that it is possible, should the share net asset value of the respective
portfolio fall as a result of normal market value changes, that amounts
available for withdrawal from an account could be less than the amount
of the original investment.

The Trust will use its best efforts in normal circumstances to handle
redemptions within the times previously given. However, it may, for any
reason, suspend the right of redemption or postpone payment for any
shares in the Trust for any period up to seven days. The Trust's sole
responsibility with regard to redemptions shall be to process, within the
aforementioned time period, redemption requests in proper form. Neither
the Trust, its affiliates, nor the Custodian can accept responsibility
for any act or event which has the effect of delaying or preventing
timely transfers of payment to or from shareholders. By law, payment
for shares in the Trust may be suspended or delayed for more than seven
days only during any period when the New York Stock Exchange is closed,
other than customary weekend and holiday closings; when trading on such
Exchange is restricted, as determined by the Securities and Exchange
Commission; or during any period when the Securities and Exchange
Commission has by order permitted such suspension.

When an account is closed, the Trust reserves the right to make payment
by check of any final dividends declared to the date of the redemption
to close the account, but not yet paid, on the same day such dividends
are paid to other shareholders, rather than at the time the account is
closed.

Inter-Fund Exchanges. Shares redeemed from one shareholder account to another
by exchange will earn their final days' dividend on the day of exchange.

The Trust reserves the right, when it deems such action necessary to
protect the interests of its shareholders, to refuse to honor withdrawal
requests made by individuals purporting to act with the authority of
another person or on behalf of a corporation or other legal entity or
whose identity has not been established to the Trust's satisfaction.
Each such individual must provide a corporate resolution or other
appropriate evidence of his authority or identity satisfactory to the
Trust. The Trust reserves the right to refuse any third party
redemptions.

If, in the opinion of the Trustees, extraordinary conditions exist which
make cash payments undesirable, payments for any shares redeemed may be
made in whole or in part in securities and other property of the Trust;
except, however, that the Trust has elected, pursuant to rules of the
Securities and Exchange Commission, to permit any shareholder of record
to make redemptions wholly in cash to the extent the shareholder's
redemptions in any 90-day period do not exceed the lesser of one percent
of the aggregate net assets of the Trust or $250,000. Any property of
the Trust distributed to shareholders will be valued at its net asset
value. In disposing of any such property received from the Trust, an
investor might incur commission costs or other transaction costs; there
is no assurance that an investor attempting to dispose of any such
property would actually receive the full net asset value for it. Except
as described herein, however, the Trust intends to pay for all share
redemptions in cash.

It is the shareholder's obligation to inform the Trust of address
changes. The Trust will exercise reasonable care to ascertain the
correct address of lost shareholders. The Trust will conduct two
database searches and use at least one information database service.
The search will be conducted at no cost to the shareholder. The Trust
will not, however, perform such searches if the shareholder's account is
less than $25, if the shareholder is not a natural person or the Trust
has received documentation that the shareholder is deceased. If a lost
shareholder cannot be located after such procedures, such shareholder's
account may be escheated to the state of the shareholder's last
residence. No interest will accrue on amounts represented by uncashed
distribution or redemption checks.

RETIREMENT PLANS

General information on retirement plans offered by the Trust is provided
in the Prospectuses (see "Retirement Plans"). Additional information
concerning these retirement plans is provided below.

IRAs. The minimum initial contribution for an IRA plan with the Trust
is $500. Spousal IRAs are accepted by creating two accounts, one for
each spouse. For IRAs opened in connection with a payroll deduction or
SEP plan, the Trust may waive the initial investment minimum on a case-
by-case basis.

The Trust's annual account maintenance fee is deducted from the account
at the end of each year or at the time of the account's closing unless
prepaid by the shareholder.

Other Retirement Plans or Retirement Plan Accounts. The Trust does not
intend to impose any monthly minimum balance charge with respect to
retirement plan accounts. The Trust offers prototype Education IRA,
Keogh, SEP IRA, SIMPLE, 401(k) and 403(b) retirement plans. The Trust
may waive the initial investment minimum for prototype or other
retirement plan accounts on a case by case basis.

DECLARATION OF DIVIDENDS

Substantially all of the Trust's accumulated net investment income will
be declared as dividends and distributed to the shareholders of the
Foresight, Mid-Cap Growth and Investors Funds once a year at the end of
the Trust's December 31 fiscal year. The Trust intends to declare and
pay regular Balanced Fund dividends quarterly. The amount of the
Trust's net investment income will reflect the Trust's dividend income,
any premiums earned for writing call options, any interest income (plus
any discount earned less premium amortized), less expenses accrued with
respect to each portfolio for the period. All items of income and
expense which apply solely to one of the Trust's portfolios will be
wholly allocated to that portfolio; such items which are not clearly
applicable to one portfolio will be allocated between portfolios pro-
rata on the basis of their relative net assets or upon such other basis
as the Trustees determine is equitable.

Net capital gains, if any, will be declared as a capital gains dividend
on or before December 31.

Any declaration of dividends with respect to a portfolio is dependent
upon the level of income and capital gains earned by the portfolio
during the fiscal year. No historical rate of dividend payments will be
indicative of future dividends.

Notice of dividends will be mailed to each shareholder when the
dividends are paid; for tax purposes each shareholder will also receive
an annual summary of dividends paid by the Trust and the extent to which
they constitute capital gains dividends (see "Additional Tax Matters").

DETERMINATION OF NET ASSET VALUE

The net asset value of each portfolio of the Trust, and of the
respective shares, is calculated once each day the New York Stock
Exchange is open for trading. The net asset value of the Trust is not
calculated on New Year's Day, the observance of Martin Luther King,
Jr.'s Birthday, President's Day, Good Friday, the observance of Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and on
other days the New York Stock Exchange is closed for trading. The net
asset value calculation is made as of the close of the New York Stock
Exchange, as described in the Prospectus.

Net asset value per share of each portfolio is determined by adding the
value of all its securities and other assets, subtracting its
liabilities and dividing the result by the total number of outstanding
shares that represent an interest in the portfolio. These calculations
are performed by the Trust pursuant to the Services Agreement (see
"Administrative and Other Expenses"). The Trust does not charge a
"sales load," and accordingly its shares are both offered and redeemed
at net asset value.

Securities traded on a securities exchange are valued at their closing
sales price on the principal market on which such securities are traded,
if available, and if not available, such securities are valued at the
mean between the bid and ask prices. Other securities for which current
market quotations are readily available are valued at the mean between
their bid and ask prices; securities for which current market quotations
are not readily available are valued at their fair value as determined
in good faith by the Trustees. The Trustees may authorize reliance upon
an independent pricing service for the determination of securities
values. An independent pricing service may price securities with
reference to market transactions in comparable securities and to
historical relationships among the prices of comparable securities; such
prices may also reflect an allowance for the impact upon prices of the
larger transactions typical of trading by institutions. The Trust's
shares will be priced by rounding their value to the nearest one-tenth
of one cent.

Valuation of Covered Call Options. When call options are written, the
premium received is reflected on the Trust's books as a cash asset
offset by a deferred credit liability, so the premium has no impact on
net asset value at that time. The deferred credit amount is then marked
to the market value of the outstanding option contract daily. If the
option contract is exercised, the Trust reflects a sale of the
appropriate securities (which may be either the underlying portfolio
securities or corresponding securities purchased in the open market to
deliver against the option contract) at a price equal to the option
strike price plus the option premium received, and the deferred credit
liability is then extinguished. If the option expires without being
exercised (or if it is offset by a closing purchase transaction), then
the Trust recognizes the deferred credit as a gain (reduced by the cost
of any closing purchase transaction).

ADDITIONAL TAX MATTERS

Shareholders are urged to consult their tax advisors regarding the
application of foreign, federal, state and local taxes to an investment
in the Trust. The following is a general and abbreviated summary of the
applicable statutes and regulations currently in effect. These rules
are subject to legislative and administrative change which may be
prospective or retroactive.

Federal Income Tax. To qualify as a "regulated investment company" and
avoid Fund-level federal income tax under the Internal Revenue Code
(the "Code"), each Trust portfolio must, among other things, distribute
100% of its net income and net capital gains in the fiscal year in which
it is earned. The Code also requires the distribution of at least 98%
of net income for the calendar year and capital gains determined as of
October 31 each year before the calendar year end in order to avoid a 4%
excise tax. Each portfolio intends to distribute all taxable income to
the extent it is realized and avoid imposition of federal income excise
taxes.

To qualify as a regulated investment company under the Code, each Trust
portfolio must derive at least 90% of its gross income from dividends,
interest, gains from the sale or disposition of securities, and certain
other types of income.
Should a portfolio fail to qualify as a "regulated investment company"
under the Code, the portfolio would be taxed as a corporation with no
allowable deduction for the distribution of dividends.

Shareholders of any portfolio, however, will be subject to federal
income tax on any ordinary net income and net capital gains realized by
the portfolio and distributed to shareholders as regular or capital
gains dividends, whether distributed in cash or in the form of
additional shares. Generally, dividends declared by a portfolio during
October, November or December of any calendar year and paid to
shareholders prior to February 1 of the following year will be treated
for tax purposes as received in the year the dividend was declared.
Since normally at least 65% of each portfolio's assets (except the
Balanced Fund) will be invested in equity securities, some of which may
pay eligible dividends, a substantial portion of the regular dividends
paid by such portfolios is expected to be eligible for the dividends
received deduction for corporate shareholders (70% of dividends
received).

Foreign securities held by a portfolio may be subject to withholding or
taxation by foreign governments on their interest or dividends. Such
withholding or taxation may be reduced or eliminated by tax conventions
between certain countries and the U.S.

Shareholders who fail to comply with the interest and dividends "backup"
withholding provisions of the Code (by filing Form W-9 or its
equivalent, when required) or who have been determined by the Internal
Revenue Service to have failed to properly report dividend or interest
income, may be subject to a 31% withholding requirement on transactions
with the Trust.

For tax purposes, the Trust will send shareholders an annual notice of
dividends paid during the prior year. Investors are advised to retain
all statements received from the Trust to maintain accurate records of
their investment. Shareholders of each portfolio of the Trust will be
subject to federal income tax on the net capital gains, if any, realized
by each portfolio and distributed to shareholders as capital gains
dividends. Shareholders should carefully consider the tax implications
of buying the Trust's shares just prior to declaration of a regular or
capital gains dividend. Prior to the declaration, the value of the
distribution will be reflected in net asset value per share and thus
will be paid for by the shareholder when the shares are purchased; when
the dividend is declared the amount to be distributed will be deducted
from net asset value, lowering the value of the shareholder's investment
by the same amount, but the shareholder nevertheless will be taxed on
the amount of the dividend without any offsetting deduction for the drop
in share value until the shares are ultimately redeemed. A loss on the
sale of shares held for six months or less will be treated as a long-
term capital loss to the extent of any capital gains dividend received.

The Trust reserves the right to involuntarily redeem any of its shares
if, in its judgment, ownership of the Trust's shares has or may become
so concentrated as to make the Trust a personal holding company under
the Code.

State and Local Taxes. Dividends paid by the Trust are generally
expected to be subject to any state or local taxes on income.
Shareholders should consult their tax advisers about the status of
distributions from the Trust in their own tax jurisdictions.

TOTAL RETURN CALCULATIONS

In order to provide a basis for comparisons of the Trust's portfolios
with similar funds, with comparable market indices, and with investments
such as savings accounts, savings certificates, taxable and tax-free
bonds, common stocks, money market funds and money market instruments,
the Trust calculates total return for each of its portfolios.

Total Return. Average annual total return is calculated by finding the
compounded annual rate of return over a given period that would be
required to equate an assumed initial investment in the portfolio to the
ending redeemable value the investment would have had at the end of the
period, taking into account the effect of the changes in the portfolio's
share price during the period and any recurring fees charged to
shareholder accounts, and assuming the reinvestment of all dividends and
other distributions at the applicable share price when they were paid.
Non-annualized aggregate total returns may also be calculated by
computing the simple percentage change in value that equates an assumed
initial investment in the portfolio with its redeemable value at the end
of a given period, determined in the same manner as for average annual
total return calculations.

Representative Total Return Quotations. The following representative
total return quotations for the Investors Fund and the Balanced Fund
represent the performance of their economic predecessors, Bascom Hill
Investors, Inc. and Bascom Hill BALANCED Fund, Inc. Since the
Foresight Fund's investment objectives and policies changed on January
1, 1998, the historical performance of the fund presented herein is not
expected to be representative of the portfolio's future performance.
For the year ended December 31, 1997, the average annualized total
return of the Mid-Cap Growth Fund was 17.02%; of the Investors Fund was
34.84%; of the Balanced Fund was 25.49%; and of the Foresight Fund was
2.52%. For the period beginning April 16, 1993 (commencement date and
public offering) through December 31, 1997, the average annualized total
return for the Foresight Fund was 4.07%. For the calendar quarter
ending December 31, 1997 the non-annualized aggregate total return of
the Mid-Cap Growth Fund was -2.73%; of the Investors Fund was 4.15%; of
the Balanced Fund was 3.73%; and of the Foresight Fund was -15.68%. Had
the Advisor not waived a percentage of its advisory fee, the Foresight
Fund's one year total return would have been 1.84%, and its average
annualized total return since inception would have been 2.84% and its
aggregate return would have been 14.11%.

The 10-year average annualized total return through December 31, 1997
and the 5-year average annualized total return of the Investors Fund
through such date was 13.75% and 17.14%, respectively, and its non-
annualized aggregate total returns for ten years and since inception on
November 1, 1978 were 262.83% and 1,414.87%, respectively.

The 10-year average annualized total return through December 31, 1997
and the 5-year average annualized total return of the Balanced Fund
through such date was 11.01% and 13.36%, respectively, and its non-
annualized aggregate total returns for ten years and since inception on
December 18, 1986 were 184.21% and 194.61%, respectively.

The 10-year average annualized total return through December 31, 1997,
and the 5-year average annualized total return of the Mid-Cap Growth
Fund through such date was 11.42% and 10.85%, respectively. Its non-
annualized aggregate total return for ten years and since inception on
July 21, 1983 were 194.82% and 390.46%, respectively.

Performance Comparisons. From time to time, in advertisements or in
reports to shareholders and others, the Trust may compare the
performance of its portfolios to that of recognized market indices or
may cite the ranking or performance of its portfolios as reported in
recognized national periodicals, financial newsletters, reference
publications, radio and television news broadcasts, or by independent
performance measurement firms.

The Trust may also compare the performance of its portfolios to that of
other funds managed by the same Advisor. It may compare its performance
to that of other types of investments, substantiated by representative
indices and statistics for those investments.

Market indices which may be used include those compiled by major
securities firms, such as Salomon Brothers, Shearson Lehman Hutton, the
First Boston Corporation, and Merrill Lynch; other indices compiled by
securities rating or valuation services, such as Ryan Financial
Corporation and Standard and Poor's Corporation may also be used.
Periodicals which report market averages and indices, performance
information, and/or rankings may include: The Wall Street Journal,
Investors Daily, The New York Times, The Washington Post, Barron's,
Financial World Magazine, Forbes Magazine, Money Magazine, Kiplinger's
Personal Finance, and the Bank Rate Monitor. Independent performance
measurement firms include Lipper Analytical Services, Inc., Frank
Russell Company, SCI and CDA Investment Technologies.

In addition, a variety of newsletters and reference publications provide
information on the performance of mutual funds, such as the Donoghue's
Money Fund Report, No-Load Fund Investor, Wiesenberger Investment
Companies Service, the Mutual Fund Source Book, the Mutual Fund
Directory, the Switch Fund Advisory, Mutual Fund Investing, the Mutual
Fund Observer, Morningstar, and the Bond Fund Survey. Financial news is
broadcast by the Financial News Network, Cable News Network, Public
Broadcasting System, and the major television networks as well as by
numerous independent radio and television stations.

The Trust may also disclose the contents of each of its portfolios as
frequently as daily in advertisements and elsewhere.

Lipper Analytical Services, Inc. measures the performance of the
performance of the Investors Fund is compared to mutual funds
categorized as "Growth and Income funds"; the performance of the
Balanced Fund is compared to mutual funds categorized as "Balanced
funds"; and Mid-Cap Growth Fund compared to mutual funds categorized as
"Mid-Cap Company Growth funds". As of the date of this Statement of
Additional Information, the Foresight Fund is expected to be compared to
mutual funds categorized as "Equity Flexible funds." If any of these
categories should be changed by Lipper Analytical Services, Inc.,
comparisons will be made thereafter based on the revised categories.

It should be noted that the investment results of the Trust's portfolios
will tend to fluctuate over time, so historical total returns should not
be considered representations of what an investment may earn in any
future period. Actual distributions to shareholders will tend to
reflect changes in portfolio income, and will also depend upon the level
of the Trust's expenses, realized or unrealized investment gains and
losses, and the relative results of the Trust's investment policies.
Thus, at any point in time future total returns may be either higher or
lower than past results, and there is no assurance that any historical
performance record will continue.

CUSTODIANS AND SPECIAL CUSTODIANS

Star Bank N.A., 425 Walnut Street, Cincinnati, OH 45202, is Custodian
for the cash and securities of the Trust. The Custodian maintains
custody of the Trust's cash and securities, handles its securities
settlements and performs transaction processing for cash receipts and
disbursements in connection with the purchase and sale of the Trust's
shares.

The Trust may appoint as Special Custodians, from time to time, certain
banks, trust companies, and firms which are members of the New York
Stock Exchange and trade for their own account in the types of
securities purchased by the Trust. Such Special Custodians will be used
by the Trust only for the purpose of providing custody and safekeeping
services of relatively short duration for designated types of securities
which, in the opinion of the Trustees or of the Advisor would most
suitably be held by such Special Custodians rather than by the
Custodian. In the event any such Special Custodian is used, it shall
serve the Trust only in accordance with a written agreement with the
Trust meeting the requirements of the Securities and Exchange Commission
for custodians and approved and reviewed at least annually by the
Trustees, and, if a securities dealer, only if it delivers to the
Custodian its receipt for the safekeeping of each lot of securities
involved prior to payment by the Trust for such securities.

The Trust may also maintain deposit accounts for the handling of cash
balances of relatively short duration with various banks, as the
Trustees or officers of the Trust deem appropriate, to the extent
permitted by the Investment Company Act of 1940.

LEGAL MATTERS AND INDEPENDENT AUDITORS

DeWitt Ross & Stevens, S.C., 8000 Excelsior Drive, Madison, Wisconsin,
53708, acts as legal counsel to the Trust. Sullivan & Worcester LLP,
1025 Connecticut Avenue, NW, Washington, DC, 20036, acts as review
counsel to the Trust's independent Trustees.

Deloitte & Touche LLP, 117 Campus Drive, Princeton, NJ 08540 serves as
independent auditors to the Trust.

From time to time the Trust may be or become involved in litigation in
the ordinary conduct of its business. Material items of litigation
having consequences of possible or unspecified damages, if any, are
disclosed in the notes to the Trust's financial statements (see
"Financial Statements and Report of Independent Auditors)."

ADDITIONAL INFORMATION

The Trust issues semi-annual and annual reports to its shareholders and
may issue other reports, such as quarterly reports, as it deems
appropriate; the annual reports are audited by the Trust's independent
auditors.

Statements contained in this Statement of Additional Information and in
the Prospectuses as to the contents of contracts and other documents are
not necessarily complete. Investors should refer to the documents
themselves for definitive information as to their detailed provisions.
The Trust will supply copies of its Declaration of Trust and By-Laws to
interested persons upon request.

The Trust and shares in the Trust have been registered with the
Securities and Exchange Commission in Washington, DC, by the filing of a
registration statement. The registration statement contains certain
information not included in the Prospectuses or not included in this
Statement of Additional Information and is available for public
inspection and copying at the offices of such Commission.

FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS

Audited Financial Statements of the Trust, together with the reports of
Deloitte & Touche LLP, independent auditors for the fiscal year ended
December 31, 1997, appear in the respective Annual Reports to
shareholders for the Trust for the periods ended December 31, 1997,
which are incorporated herein by reference. They have been filed with
the SEC and are furnished to investors with this Statement of Additional
Information. Additional copies of such reports are available upon
request at no charge by writing or calling the Trust at the address and
telephone number shown on the cover page above.

<PAGE>

Part C
May 1, 1998
Mosaic Equity Trust
Cross Reference Sheet
Pursuant to Rule 495(a)

24(a) Financial Statements

Included in Part A: Financial Highlights

Included in Part B: Filed with the Securities and Exchange
Commission pursuant to Section 30 of the Investment Company
Act of 1940 on February 27, 1998, and incorporated herein by
reference is the Trust's Annual Reports to Shareholders for the
period ended December 31, 1997.

Included in such Reports to Shareholders are: Statements
of Assets and Liabilities (including portfolios of investments),
Statement of Operations, Statements of Changes in Net Assets, Financial
Highlights, Notes to Financial Statements and Report of Deloitte &
Touche LLP, Independent Auditors.

Included as an Exhibit to Part C: Consent of Independent Auditors
(Because the Statements of Changes in Net Assets involved more than one
fiscal year and were audited by different Independent Accountants,
consents from Williams, Young & Associates, LLC, Ernst & Young LLP and
Deloitte & Touche LLP are included)

24(b) Exhibits

Exhibit No. Description of Exhibit

1 Declaration of Trust*
2 By-Laws*
3 Not Applicable
4 Not Applicable
5 Investment Advisory Agreement*
6 Distribution Agreement*
7 Not Applicable
8 Custodian Agreement with Fee Schedule*
9 Services Agreement*
10 Consent of Counsel*
11 Consents of Independent Auditors (Filed Herewith)
11.1 Williams, Young & Associates, LLC
11.2 Ernst & Young LLP
11.3 Deloitte & Touche LLP
12 Not Applicable
13 Not Applicable
14 Prototype Retirement Plan*
15 Not Applicable
16 Computation of Performance Data (Filed Herewith)
17 Financial Data Schedules (Filed Herewith)
18 Not Applicable

* Previously filed by Mosaic Equity Trust.

25. Persons Controlled by or Under Common Control with Registrant.

None

26. Number of Holders of Securities.

The number of holders of record of securities of the
Registrant as of February 12, 1998 is as follows:

Title of Class Number of Holders of Record

Shares of Beneficial Interest 3,009

27. Indemnification

Previously Filed

28. Business and Other Connections of Investment Advisor

Name Position with Other Business
Advisor

Frank E. Burgess Director President and Director of
Madison Investment Advisors,
Inc., 6411 Mineral Point
Road, Madison, WI 53705

Katherine L. Frank President Vice President of Madison
Investment Advisors, Inc.
6411 Mineral Point
Road, Madison, WI 53705

Jay R. Sekelsky Vice President Vice President of Madison
Investment Advisors, Inc.
6411 Mineral Point
Road, Madison, WI 53705

Chris Berberet Vice President Vice President of Madison
Investment Advisors, Inc.
6411 Mineral Point
Road, Madison, WI 53705

W. Richard Mason Secretary Secretary of Presidential
Savings Bank, FSB and
Presidential Service
Corporation, 4600 East-West
Highway, Bethesda, MD
20814; Secretary of GIT
Investment Services, Inc.
of the same
address as the Trust.

Julia M. Nelson Vice President Principal of GIT Investment
Services, Inc.

29. Principal Underwriters

(a) GIT Investment Services, Inc., the distributor
of the Trust, also acts as distributor to Mosaic Government
Money Market Trust, Mosaic Tax-Free Trust and Mosaic Income Trust.

(b)

Name and Principal Position and Offices Position and Offices
Business Address with Underwriters with Registrant

A. Bruce Cleveland Chairman, President None
1700 N. Moore St.
Arlington, VA 22209

W. Richard Mason Secretary Secretary
1655 Ft. Myer Dr.
Arlington, VA 22209

Peggy L. Hicks Treasurer None
1700 N. Moore Street
Arlington, VA 22209

30. Location of Accounts and Records

The books, records and accounts of the Registrant will be
maintained at 1655 Ft. Myer Drive, Arlington, VA 22209, at
which address are located the offices of the Registrant and
of Bankers Finance Investment Management Corp. Additional
records and documents relating to the affairs of the
Registrant are maintained by the Star Bank, N.A. of
Cincinnati, OH, the Registrant's Custodian, at the
Custodian's offices located at 425 Walnut Street,
Cincinnati, OH 45202. Pursuant to the Custodian Agreement
(see Article IX, Section 12), such materials will remain the
property of the Registrant and will be available for
inspection by the Registrant's officers and other duly
authorized persons. Certain records may be maintained at
the offices of the Advisor's parent, Madison Investment
Advisors, Inc., 6411 Mineral Point Road, Madison, WI 53705.

31. Management Services

Discussed in Parts A and B

32. Undertakings

(a) Not Applicable

(b) Not Applicable

(c) The Registrant shall furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest
Annual Report to shareholders upon such person's request and
without charge.
<PAGE>
Signatures

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has
duly caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the County of
Arlington, Commonwealth of Virginia, on the 28 day of February,
1998.

Mosaic Equity Trust

By: (signature)
Katherine L. Frank
President

Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment to the Registration Statement
has been signed below by the following persons in the
capacities and on the date indicated.

Trustee (Date)
Frank E. Burgess*

Trustee
Lorence Wheeler* (Date)

Trustee
Thomas S. Kleppe * (Date)

Trustee
James Imhoff* (Date)

*(Signature), Attorney-In-Fact, 2/28/1998
John Rashke, Esquire

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial data extracted from the registrant's
current Form NSAR, financial statement and prospectus and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710977
<NAME> MOSAIC EQUITY TRUST
<SERIES>
<NUMBER> 1
<NAME> MID-CAP GROWTH FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 10,494
<INVESTMENTS-AT-VALUE> 11,628
<RECEIVABLES> 24
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,653
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 186
<TOTAL-LIABILITIES> 186
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,809
<SHARES-COMMON-STOCK> 1,240
<SHARES-COMMON-PRIOR> 1,110
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 525
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,133
<NET-ASSETS> 11,467
<DIVIDEND-INCOME> 35
<INTEREST-INCOME> 49
<OTHER-INCOME> 0
<EXPENSES-NET> 115
<NET-INVESTMENT-INCOME> (31)
<REALIZED-GAINS-CURRENT> 1,580
<APPREC-INCREASE-CURRENT> 1,251
<NET-CHANGE-FROM-OPS> 2,800
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 3,058
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,599
<NUMBER-OF-SHARES-REDEEMED> 2,822
<SHARES-REINVESTED> 353
<NET-CHANGE-IN-ASSETS> 503
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 2,003
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 68
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 115
<AVERAGE-NET-ASSETS> 11,956
<PER-SHARE-NAV-BEGIN> 9.88
<PER-SHARE-NII> (0.25)
<PER-SHARE-GAIN-APPREC> 1.911
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 2.514
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 9.25
<EXPENSE-RATIO> 1.27
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial data extracted from the registrant's
current financial statement, Form NSAR and prospectus and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710977
<NAME> MOSAIC EQUITY TRUST
<SERIES>
<NUMBER> 2
<NAME> MOSAIC INVESTORS FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 20,003
<INVESTMENTS-AT-VALUE> 35,891
<RECEIVABLES> 30
<ASSETS-OTHER> 1
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 25,922
<PAYABLE-FOR-SECURITIES> 545
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 175
<TOTAL-LIABILITIES> 720
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 19,013
<SHARES-COMMON-STOCK> 1,127
<SHARES-COMMON-PRIOR> 354
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 5,888
<NET-ASSETS> 25,202
<DIVIDEND-INCOME> 194
<INTEREST-INCOME> 114
<OTHER-INCOME> 14
<EXPENSES-NET> 226
<NET-INVESTMENT-INCOME> 96
<REALIZED-GAINS-CURRENT> 3,209
<APPREC-INCREASE-CURRENT> 2,336
<NET-CHANGE-FROM-OPS> 5,641
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 104
<DISTRIBUTIONS-OF-GAINS> 2,972
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 604
<NUMBER-OF-SHARES-REDEEMED> 344
<SHARES-REINVESTED> 134
<NET-CHANGE-IN-ASSETS> 12,090
<ACCUMULATED-NII-PRIOR> 1
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 152
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 226
<AVERAGE-NET-ASSETS> 19,632
<PER-SHARE-NAV-BEGIN> 19.16
<PER-SHARE-NII> 0.135
<PER-SHARE-GAIN-APPREC> 6.386
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 3.316
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 22.37
<EXPENSE-RATIO> 1.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial data extracted from the registrant's
current financial statement, prospectus and Form NSAR and is qualified in its
entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710977
<NAME> MOSAIC EQUITY TRUST
<SERIES>
<NUMBER> 3
<NAME> BALANCED FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 14,715
<INVESTMENTS-AT-VALUE> 17,611
<RECEIVABLES> 116
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 17,727
<PAYABLE-FOR-SECURITIES> 264
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 60
<TOTAL-LIABILITIES> 324
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,053
<SHARES-COMMON-STOCK> 893
<SHARES-COMMON-PRIOR> 259
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 454
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,896
<NET-ASSETS> 17,403
<DIVIDEND-INCOME> 100
<INTEREST-INCOME> 339
<OTHER-INCOME> 13
<EXPENSES-NET> 193
<NET-INVESTMENT-INCOME> 259
<REALIZED-GAINS-CURRENT> 2,051
<APPREC-INCREASE-CURRENT> 890
<NET-CHANGE-FROM-OPS> 3,200
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 288
<DISTRIBUTIONS-OF-GAINS> 1,921
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 424
<NUMBER-OF-SHARES-REDEEMED> 134
<SHARES-REINVESTED> 104
<NET-CHANGE-IN-ASSETS> 6,385
<ACCUMULATED-NII-PRIOR> 3
<ACCUMULATED-GAINS-PRIOR> 8
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 112
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 193
<AVERAGE-NET-ASSETS> 14,325
<PER-SHARE-NAV-BEGIN> 18.09
<PER-SHARE-NII> 0.404
<PER-SHARE-GAIN-APPREC> 4.042
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 3.049
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 19.48
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's Forms NSAR, current financial statement and prospectus and is
qualified in its entirety by reference to such source documents.
</LEGEND>
<CIK> 0000710977
<NAME> MOSAIC EQUITY TRUST
<SERIES>
<NUMBER> 4
<NAME> FORESIGHT FUND
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,937
<INVESTMENTS-AT-VALUE> 1,937
<RECEIVABLES> 1
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,938
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 24
<TOTAL-LIABILITIES> 24
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,348
<SHARES-COMMON-STOCK> 183
<SHARES-COMMON-PRIOR> 235
<ACCUMULATED-NII-CURRENT> (1)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (433)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,914
<DIVIDEND-INCOME> 25
<INTEREST-INCOME> 20
<OTHER-INCOME> 0
<EXPENSES-NET> 46
<NET-INVESTMENT-INCOME> (1)
<REALIZED-GAINS-CURRENT> 106
<APPREC-INCREASE-CURRENT> (175)
<NET-CHANGE-FROM-OPS> (70)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 47
<NUMBER-OF-SHARES-REDEEMED> 99
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (668)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (539)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 10
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 46
<AVERAGE-NET-ASSETS> 2,539
<PER-SHARE-NAV-BEGIN> 10.968
<PER-SHARE-NII> (0.005)
<PER-SHARE-GAIN-APPREC> (0.501)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.462
<EXPENSE-RATIO> 2.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

Consent of Williams, Young & Associates, LLC, Independent Auditors

We consent to the reference to our firm under the caption
"Financial Highlights" in the Prospectus and to the incorporation
by reference in this Post-Effective Amendment Number 20 to
Registration Statement Number 2-80805 (Form N-1A) of
Mosaic Equity Trust of our report dated January 24, 1997,
included in the December 31, 1996 Annual Report to shareholders.

(signature)
Williams, Young & Associates, LLC
Madison, WI
February 27, 1998

Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption
"Financial Highlights" in the Prospectus and to the incorporation
by reference in this Post-Effective Amendment Number 20 to
the Registration Statement Number 2-80805 (Form N-1A) of
Mosaic Equity Trust of our reports dated May 2, 1997,
included in the March 31, 1997 Annual Reports to shareholders.

(signature)
Ernst & Young LLP
Washington, DC
February 25, 1998

Exhibit 11

INDEPENDENT AUDITORS' CONSENT

Mosaic Equity Trust:

We consent to the incorporation by reference in Post-Effective
Amendment No. 20 to Registration Statement No. 2-80805 of Mosaic Equity
Trust of our reports dated February 13, 1998 appearing in the Annual
Reports to Shareholders for the periods ended December 31, 1997 and to the
references to us under the headings "Financial Highlights" in the
Prospectuses and "Legal Matters and Independent Auditors" and "Financial
Statements and Report of Independent Auditors" in the Statement of
Additional Information, both of which are part of such Registration
Statement.

(signature)

DELOITTE & TOUCHE LLP
Princeton, New Jersey
February 27, 1998

Performance Data
Exhibit 16

Total Return Investors Balanced Mid-Cap Foresight

12/31/97 Factor 15,148.720 2,946.140 4,904.630 1,206.890
12/31/96 Factor 11,243.920 2,347.680 4,191.140 1,177.240
12/31/92 Factor 6,867.130 1,574.050 2,929.970
12/31/97 Factor 4,175.140 1,036.610 1,663.590
Inception Factor 1,000.000 1,000.000 1,000.000 1,000.000
Day Since Inception 7,000 4,031 5,277 1,720

Aggregate Returns
One-Year 34.73% 25.49% 17.02% 2.52%
Five-Year 120.60% 87.17% 67.40%
Ten-Year 262.83% 184.61% 194.82%
Since Inception 1,414.87% 194.61% 390.46% 20.69%

Annualized Returns
Five-Year 17.14% 13.36% 10.85%
Ten-Year 13.75% 11.01% 11.42%
Since Inception 15.24% 10.29% 11.64%

What if no waiver of fee

Total Return (what if)

9/30/97 Factor 1,141.140
9/30/96 Factor 1,120.520
One-Year 1.84%
Since Inception 14.11%
Since Inception (Annualized) 2.84%