VALIANT FUND, 485BPOS, 1998-11-24

VALIANT FUND
485BPOS, 1998-11-24

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 24, 1998

Securities Act File No. 33-59840
Investment Company Act of 1940 File No. 811-7582

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 7

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 9

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

THE VALIANT FUND

(Exact Name of Registrant)

871 Venetia Bay Boulevard
Suite 370
Venice, FL 34292

(Address of Principal Executive Office)

Registrant's Telephone Number (813) 952-0441

Ellen F. Stoutamire, Esq. Timothy Diggins, Esq.
3435 Stelzer Road and Ropes & Gray
Columbus, OH 43219 One International Place
Boston, MA 02110

(Names and Addresses of Agents for Service)

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

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: AS SOON AS PRACTICABLE AFTER THIS
REGISTRATION STATEMENT BECOMES EFFECTIVE. IT IS PROPOSED THAT THIS FILING WILL
BECOME EFFECTIVE:

ON __________ PURSUANT TO PARAGRAPH (a) OF RULE 485
-----
60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a) OF RULE 485
-----

IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b) OF RULE 485
-----
X ON DECEMBER 15, 1998 PURSUANT TO PARAGRAPH (b) OF RULE 485
-----

================================================================================
<PAGE> 2
<TABLE>
The Valiant Fund
Cross-Reference Sheet
<CAPTION>
FORM N-1A
ITEM NO. PROSPECTUS CAPTION
-------- ------------------
<S> <C>
1...................................Prospectus Cover Page
2...................................Expense Information
3...................................Financial Highlights
4(a)................................Prospectus Cover Page; Investment Objectives and Policies;
Organization and Capitalization of the Trust
4(b) and 4(c).......................Investment Objectives and Policies; Investment Restrictions;
Certain Investment Strategies, Policies and Risk Considerations
5(a)................................Management of the Portfolios
5(b)................................Management of the Portfolios; Management Fees and Expenses;
Investment Objectives and Policies
5(c)-5(e)...........................Management Fees and Other Expenses
5(f)................................Not Applicable
6(a) and 6(b).......................Organization and Capitalization of the Trust; Management of the Portfolios
6(c) and 6(d).......................Not applicable
6(e)................................Cover Page; Organization and Capitalization of the Trust
6(f) and 6(g).......................Purchases and Redemptions; Distributions and Taxes
7...................................Purchases and Redemptions
7(a)................................Organization and Capitalization of the Trust
7(b)................................Valuation of Shares
7(c)-7(e)...........................Purchases and Redemptions; Organization and Capitalization of
the Trust
7(f)................................Management Fees and Other Expenses
8(a)................................Purchases and Redemptions
8(b)................................Not Applicable
8(c)................................Purchases and Redemptions
8(d)................................Not Applicable
9...................................Not Applicable
10(a) and 10(b).....................Cover Page
11..................................Table of Contents
12..................................Not Applicable
13(a)-13(c).........................Investment Policies and Limitations
13(d)...............................Not Applicable
14(a) and 14(b).....................Trustees and Officers; Investment Advisory Agreements
14(c)...............................Not applicable
14(c)...............................Trustees and Officers
15(c)...............................Not Applicable
16(a) and 16(b).....................Investment Advisory Agreements
16(c)-16(e).........................Not Applicable
16(f)...............................Administration Agreement and Other Contracts
16(g)...............................Not Applicable
16(h)...............................Description of the Trust
16(i)...............................Not Applicable
17(a) and 17(b).....................Not Applicable
17(c)...............................Portfolio Transactions
17(d)...............................Not Applicable
17(e)...............................Not Applicable
18..................................Description of the Trust
19(a) and 19(b).....................Valuation of Portfolio Securities; Additional Purchase and
Redemption Information
19(c)...............................Not Applicable
20..................................Distributions and Taxes
21..................................Administration Agreement and Other Contracts
22..................................Performance
23..................................Financial Statements
</TABLE>
<PAGE> 3
PART A

PROSPECTUSES

THE VALIANT FUND

POST-EFFECTIVE AMENDMENT NO. 7

Prospectuses included in this filing:

o The Valiant Fund Prospectus for Class A shares of all Portfolios;

o The Valiant Fund Prospectus for Class B shares of all Portfolios;

o The Valiant Fund Prospectus for Class C shares of all Portfolios;

o The Valiant Fund Prospectus for Class D shares of all Portfolios.
<PAGE> 4

THE VALIANT FUND

CLASS A SHARES

The Valiant Fund (the "Trust") is an open-end investment company comprised
of four separate investment portfolios (the "Portfolios") offering Class A
shares, Class B shares, Class C shares and Class D shares:

<TABLE>
<S> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO GENERAL MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO TAX-EXEMPT MONEY MARKET PORTFOLIO
</TABLE>

The Trust offers Class A shares, Class B shares, Class C shares and Class D
shares. The four classes of shares are identical, except as to the services
offered to and the expenses borne by each class. Class B shares, Class C shares
and Class D shares each bear certain costs pursuant to their respective
Distribution and Shareholder Servicing Plans adopted in accordance with Rule
12b-1 under the Investment Company Act of 1940 (the "1940 Act"). THIS PROSPECTUS
RELATES ONLY TO THE CLASS A SHARES.

Each Portfolio is designed exclusively for investment of short-term monies
held in institutional accounts. Shares of the Portfolios may be purchased by
banks and other institutional investors that have entered into service
agreements with Integrity Investments, Inc. (the "Distributor"), 1-800-828-2176.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Please read it carefully
and retain it for future reference. Certain additional information is contained
in a Statement of Additional Information ("SAI") dated December 15, 1998, as
revised from time to time, which has been filed with the Securities and Exchange
Commission, is incorporated herein by reference and is available upon request
and without charge by calling the Distributor at the telephone number shown
above.

INVESTMENTS IN THE PORTFOLIOS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT A PORTFOLIO WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY,
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND
INVOLVE INVESTMENT RISKS INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

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

PROSPECTUS -- DECEMBER 15, 1998

<PAGE> 5

CONTENTS

<TABLE>
<S> <C>
Expense Information......................................... 3
Investment Objectives and Policies.......................... 5
Who Should Invest........................................... 6
Purchases and Redemptions................................... 7
Management of the Portfolios................................ 9
Management Fees and Other Expenses.......................... 9
Year 2000 Issues............................................ 10
Valuation of Shares......................................... 11
Distributions and Taxes..................................... 11
Performance Information..................................... 13
Investment Restrictions..................................... 13
Certain Investment Strategies, Policies and Risk
Considerations............................................ 14
Financial Highlights........................................ 19
Appendix.................................................... 23
</TABLE>

2
<PAGE> 6

EXPENSE INFORMATION

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL MONEY TAX-EXEMPT MONEY
MONEY MARKET INCOME MARKET MARKET
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------- ------------- ------------- ----------------
CLASS A CLASS A CLASS A CLASS A
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on
Purchases................... None None None None
Sales Load Imposed on
Reinvested Dividends........ None None None None
Maximum Deferred Sales Load.... None None None None
Redemption Fees................ None None None None
Annual Fund Operating Expenses
(as a percentage of average
net assets)
Management Fees................ 0.20% 0.20% 0.20% 0.20%
12b-1 Fees*.................... 0.00% 0.00% 0.00% 0.00%
Other Expenses (after expense
reimbursement).............. 0.00% 0.00% 0.00% 0.00%
---- ---- ---- ----
Total Fund Operating Expenses
(after expense
reimbursement).............. 0.20% 0.20% 0.20% 0.20%
==== ==== ==== ====
</TABLE>

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

* The Trust has adopted a Distribution and Shareholder Servicing Plan (the
"Plan") which provides for payment of up to .35% of each Portfolio's assets
for the Class A shares, but no payments under the Plan have been authorized or
will be made during the current fiscal year for the Class A shares. See
"Management Fees and Other Expenses" for further information on the Plan.

Four classes of shares of the Trust are being offered by each Portfolio:
Class A, Class B, Class C and Class D shares. The classes are identical, except
that Class B shares, Class C shares and Class D shares are subject to differing
annual distribution and service fees. Class A shares are currently not subject
to an annual distribution and service fee. The Class B, Class C and Class D
shares' distribution and service fees will cause the Class B, Class C and Class
D shares to have a higher expense ratio and to pay lower dividends than Class A
shares, the Class C and Class D shares to have a higher expense ratio and to pay
lower dividends than the Class B shares, and the Class D shares to have a higher
expense ratio and to pay lower dividends than Class C shares. This Prospectus
describes only the Class A shares. An investor may obtain prospectuses relating
to the Class B shares, the Class C shares and Class D shares, respectively, by
calling the Distributor at 1-800-828-2176.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that the investor will bear directly or indirectly.
Management fees are paid by each Portfolio to Integrity Management & Research,
Inc. (the "Manager") for managing its investments and business affairs. All
operating expenses except the Management Fee are paid by the Manager and are not
charged directly to an investor's account. There are no sales charges or
redemption fees. However, certain institutional investors may charge their
customers fees in addition to those described herein. See "Purchases and
Redemptions." The Manager has declared voluntary expense limitations for the
Class A shares of each Portfolio of 0.20% of average daily net assets of the
Class A shares. The Manager will voluntarily reimburse any expenses above these
expense limitations. Without the effect of the expense reimbursements: "Other
Expenses" and "Total Operating Expenses" for the Class A shares would be 0.03%
and 0.23%, respectively, for the U.S. Treasury Income Portfolio (excluding 12b-1
fees in accordance with inactive distribution plan described above). The expense
limitations are voluntary but will remain in effect

3
<PAGE> 7

through December 1999. The expense limitations may be removed at any time
thereafter with 90 days' prior notice to existing shareholders. Non-recurring or
extraordinary expenses are generally excluded in the determination of expense
ratios of the Portfolios for purposes of determining any required expense
reimbursement. Quotations of yield for any period when an expense limitation is
in effect will be greater than if the limitation had not been in effect. For
more information, see "Management Fees and Other Expenses," and "Purchases and
Redemptions."

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Treasury Money Market Portfolio...... $2 $6 $11 $26
U.S. Treasury Income Portfolio............ $2 $6 $11 $26
General Money Market Portfolio............ $2 $6 $11 $26
Tax-Exempt Money Market Portfolio......... $2 $6 $11 $26
</TABLE>

THE EXAMPLES ARE BASED ON ASSUMED PERFORMANCE LEVELS AND SHOULD NOT BE
CONSIDERED REPRESENTATIONS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.

4
<PAGE> 8

INVESTMENT OBJECTIVES AND POLICIES

The investment objective of each Portfolio is to obtain as high a level of
current income as is consistent with the preservation of capital and liquidity.
The Tax-Exempt Money Market Portfolio seeks primarily income exempt from federal
income tax. There is no assurance that a Portfolio will achieve its investment
objective. A Portfolio's investment objective is fundamental and may not be
changed at any time without shareholder approval. Unless otherwise indicated, a
Portfolio's investment policies are not fundamental and may be changed at any
time without shareholder approval. As a matter of non-fundamental policy, the
Portfolios will only purchase securities, in addition to U.S. Government
Obligations (as defined below), that are rated in the highest category by at
least one nationally recognized statistical rating organization ("NRSRO") or, if
unrated, are determined by the sub-adviser to be of equivalent quality. (See
"Management of the Portfolios" for information about the sub-adviser, and see
the Appendix for a description of NRSRO ratings.)

The U.S. Treasury Money Market Portfolio invests all of its assets in
securities issued or guaranteed by the United States Government or its agencies,
authorities or instrumentalities ("U.S. Government Obligations") which are
backed by the full faith and credit of the United States and repurchase
agreements collateralized by such U.S. Government Obligations. Under normal
market conditions, at least 65% of its total assets will be invested in direct
U.S. Treasury obligations and repurchase agreements collateralized by U.S.
Treasury obligations. Income earned from U.S. Government Obligations is
generally exempt from state and local income tax. Income earned from repurchase
agreement transactions generally is not exempt from state and local income tax.
(See "Distributions and Taxes.")

The U.S. Treasury Money Market Portfolio has been rated "AAAm" by Standard
& Poor's Corporation ("S&P") and "Aaa" by Moody's Investors Service, Inc.
("Moody's"). Such quality rating is based on, among other things, an analysis of
the Portfolio's investment strategies, operational policies and management. S&P
and Moody's also may undertake an ongoing analysis and assessment of these
criteria in order to update the Portfolio's rating.

The U.S. Treasury Income Portfolio invests all of its assets in U.S.
Government Obligations which are backed by the full faith and credit of the
United States, the interest income from which generally will not be subject to
state income tax. (See "Distributions and Taxes.") Under normal market
conditions, at least 65% of its total assets will be invested in U.S. Treasury
obligations such as U.S. Treasury bills, notes and bonds.

The General Money Market Portfolio invests in U.S. dollar-denominated
short-term debt securities including:

- Obligations of domestic and foreign banks or thrift organizations (such
as bankers' acceptances, time deposits and certificates of deposit);

- Corporate debt obligations, including commercial paper, notes and bonds
with remaining maturities of 397 days or less;

- U.S. Government Obligations and repurchase agreements backed by U.S.
Government Obligations; and

- Cash.

More than 25% of the value of the total assets of the Portfolio may be
invested in domestic banking industry obligations. The Portfolio may purchase
securities that are subject to restrictions on resale.

The Tax-Exempt Money Market Portfolio invests in high-quality, short-term,
fixed, variable or floating rate municipal securities and in high-quality,
long-term municipal securities whose features give them interest rates,
maturities and prices similar to short-term instruments ("Municipal
Securities").

5
<PAGE> 9

Municipal Securities are obligations issued by or on behalf of state and
local governments and public authorities (including states, territories and
possessions of the United States, the District of Columbia, cities, counties,
municipalities, municipal agencies and regional districts and their political
subdivisions, agencies, authorities and instrumentalities), the interest from
which, in the opinion of bond counsel for the issuers of the obligations at the
time of their issuance, is exempt from federal income tax.

The Portfolio's investments in Municipal Securities may include tax,
revenue and bond anticipation notes; tax-exempt commercial paper; and general
obligation or revenue bonds (including securities such as municipal lease
obligations and resource recovery bonds). The Portfolio may purchase obligations
that are subject to restrictions on resale. The Portfolio will not invest in
Municipal Securities whose interest is subject to the federal alternative
minimum tax ("AMT") for individuals (known as "private activity obligations").

Municipal Securities are issued to raise money for various public purposes,
including general purpose financing for state and local governments as well as
financing for specific projects or public facilities. Municipal Securities may
be backed by the full taxing power of a municipality or by the revenues from a
specific project or the credit of a private organization. Some Municipal
Securities are insured by private insurance companies, while others may be
supported by letters of credit furnished by domestic or foreign banks.

Distributions from the Tax-Exempt Money Market Portfolio will in general be
exempt from regular federal income taxes. As a temporary defensive measure, when
market conditions so warrant, the Tax-Exempt Money Market Portfolio may invest
its assets without limitation in any of the money market instruments which are
permissible investments for the General Money Market Portfolio. To the extent
that the Tax-Exempt Money Market Portfolio earns taxable income from any of its
investments, the income would be distributed as a taxable dividend.

WHO SHOULD INVEST

Each Portfolio is designed exclusively for investment of short-term monies
held by banks and other institutional investors.

The advantages offered by the Portfolios include large scale purchasing
power and diversification, which can help avoid the greater expense of executing
a large number of small transactions. Each Portfolio also makes it possible for
institutional investors to participate in a more diversified portfolio than the
size of their investments might otherwise permit. Also, investment in the
Portfolios can relieve institutions of many management and administrative
burdens usually associated with the direct purchase and sale of money market
instruments, including: selecting portfolio investments, obtaining favorable
terms at which to buy and sell, scheduling and monitoring maturities and
reinvestments, safe-keeping of securities, and portfolio recordkeeping.

It should be noted that the Portfolios are not FDIC insured.

6
<PAGE> 10

PURCHASES AND REDEMPTIONS

PURCHASES

Shares of the Portfolios may be purchased by institutions that have entered
into service agreements with the Distributor and opened accounts with the Trust.
Call 1-800-828-2176 for information. Establishment of an account requires that
certain documents and applications be signed before the investment can be
processed. Fees in addition to those described herein may be charged by some
institutions which establish accounts on behalf of their customers.

The minimum initial investment in each Portfolio is $1,000,000.
Institutions may satisfy the minimum investment by aggregating their fiduciary
accounts. Subsequent investments may be in any amount. If an account balance
falls below $100,000 due to redemption, the Portfolio may close the account.
Investors will be notified if the minimum balance is not being maintained and
will be allowed 30 days to make additional investments before the account is
closed. Any involuntary redemptions will be effected at the price at 3:00 p.m.
(Eastern time) for the U.S. Treasury Money Market Portfolio and the General
Money Market Portfolio and at noon (Eastern time) for the U.S. Treasury Income
Portfolio and the Tax-Exempt Money Market Portfolio.

Purchase orders must be transmitted to the Portfolio's transfer agent,
BISYS Fund Services Ohio, Inc. (the "Transfer Agent"). Each Portfolio requires
advance notification of all wire purchases. Purchases may be made only by wire.

A purchase order for shares in the U.S. Treasury Money Market Portfolio or
General Money Market Portfolio received by the Transfer Agent by 3:00 p.m.
(Eastern time), or for shares in the U.S. Treasury Income Portfolio or the
Tax-Exempt Money Market Portfolio received by the Transfer Agent by noon
(Eastern time), on a day the New York Stock Exchange ("NYSE") and both the
Boston and New York Federal Reserve Banks are open ("Business Day") will be
executed at the net asset value per share next determined after receipt of the
order and will receive the dividend declared on the day of purchase, provided
that the Trust's custodian, The Bank of New York (the "Custodian"), receives the
wire by the close of the Federal Reserve wire system on that Business Day. See
"Valuation of Shares."

Each Portfolio reserves the right to reject any purchase order. Purchase
orders may be refused if, for example, they are of a size that could disrupt
management of a Portfolio. Purchases by exchange are not permitted.

REDEMPTIONS

Shareholders may redeem all or a portion of their shares on any Business
Day. Shares will be redeemed at the net asset value next calculated after the
Transfer Agent has received the redemption request. If an account is closed, any
accrued dividends will be paid within 10 days of the beginning of the following
month.

Shares may be redeemed, and the redemption proceeds wired, on the same day
if telephone redemption instructions are received by the Transfer Agent by 3:00
p.m. (Eastern time) on the day of redemption for the U.S. Treasury Money Market
Portfolio and for the General Money Market Portfolio, or by noon (Eastern time)
on the day of redemption for the U.S. Treasury Income Portfolio and for the
Tax-Exempt Money Market Portfolio. Shares redeemed and wired on the same day
will not receive the dividend declared on the day of redemption. A shareholder
whose redemption instructions are received by the Transfer Agent after 3:00 p.m.
(Eastern time) with respect to the U.S. Treasury Money Market Portfolio or
General Money Market Portfolio or after noon (Eastern time) with respect to the
U.S. Treasury Income Portfolio or the Tax-Exempt Money Market Portfolio will
receive the dividend declared on the day on which the redemption instructions
were received and will receive wired redemption proceeds on the next Business
Day. Shareholders may change the bank account designated to receive
7
<PAGE> 11

an amount redeemed at any time by sending a letter of instruction with a
signature guarantee to the Transfer Agent, BISYS Fund Services Ohio, Inc., 3435
Stelzer Road, Columbus, Ohio 43219.

If making immediate payment of redemption proceeds could adversely affect a
Portfolio, shareholders may be paid up to seven days after receipt of the
redemption request. Also, when the NYSE or either the Boston or New York Federal
Reserve Bank is closed (or when trading is restricted) for any reason other than
its respective customary weekend or holiday closing, or under any emergency
circumstances as determined by the Securities and Exchange Commission ("SEC") to
merit such action, redemption or payment may be suspended or postponed.

Shares also may be redeemed by mail by submitting an order addressed to:
The Valiant Fund, 871 Venetia Bay Boulevard, Suite 370, Venice, Florida 34292.
If transactions by telephone cannot be executed (e.g., during times of unusual
market activity), orders should be placed by mail. In case of suspension of the
right of redemption, a shareholder may either withdraw its request for
redemption or receive payment based on the net asset value next determined after
the termination of the suspension.

The Trust reserves the right to refuse a wire or telephone redemption if
the Manager or the Transfer Agent believes it is advisable to do so. Upon 60
days' prior notice to existing shareholders, procedures for redeeming shares by
wire or telephone may be modified or terminated at any time by the Trust or the
Transfer Agent.

ADDITIONAL INFORMATION

Shareholder Services

Shareholders should verify the accuracy of all transactions immediately
upon receipt of their confirmation statements. Neither the Trust nor the
Transfer Agent will be liable for following instructions communicated by
telephone that it reasonably believes to be genuine. The privilege to initiate
transactions by telephone is made available to shareholders automatically. The
Trust will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, including: requiring some form of
personal identification prior to acting upon instructions received by telephone,
providing written confirmation of such transactions or tape recording of
telephone instructions. If it does not employ reasonable procedures to confirm
that telephone instructions are genuine, the Trust or the Transfer Agent may be
liable for any losses due to unauthorized or fraudulent instructions.

To allow the Portfolios to be managed effectively, shareholders are urged
to initiate all trades (investments and redemptions of shares) as early in the
day as possible and to notify the Trust by calling the Transfer Agent at least
one day in advance of trades in excess of $10,000,000. In making trade requests,
the name of the shareholder and the account number(s) must be supplied.

Statements and Reports

Shareholders will receive a monthly statement and a confirmation after
every transaction that affects the share balance or the account registration. A
statement with tax information will be mailed by January 31st following each tax
year and also will be filed with the Internal Revenue Service. At least twice a
year, shareholders will receive the Portfolios' financial statements.

8
<PAGE> 12

MANAGEMENT OF THE PORTFOLIOS

The overall responsibility for supervision of the affairs of the Trust
vests in the Board of Trustees of the Trust. The Manager is responsible for the
management of the Trust's day-to-day business affairs and has general
responsibility for the management of the investments of the Portfolios. The
Manager, at its expense, has contracted with David L. Babson & Co. Inc. (the
"Sub-Adviser") to manage the investments of the Portfolios subject to the
requirements of the Investment Company Act of 1940, as amended (the "1940 Act").

Richard F. Curcio, who is the Manager's President and Chairman of the Board
and President, Chairman of the Board and a Trustee of the Trust, indirectly owns
or controls the outstanding shares of common stock of the Manager. Mr. Curcio
has 19 years of experience in mutual fund industry marketing, sales and
operations. Located at 871 Venetia Bay Boulevard, Suite 370, Venice, Florida
34292, the Manager was organized in Florida on September 24, 1992.

The Sub-Adviser, a Massachusetts corporation, is located at One Memorial
Drive, Cambridge, Massachusetts 02142. Founded in 1940, the Sub-Adviser provides
investment advice to individuals, state and local government agencies, pension
and profit sharing plans, trusts, estates, banks and other organizations, and
also serves as the investment adviser to The Babson Funds (a family of mutual
funds). The Sub-Adviser is a subsidiary of Massachusetts Mutual Life Insurance
Company.

The Sub-Adviser is authorized to make investment decisions and engage in
portfolio transactions on behalf of the Trust, subject to such general or
specific instructions as may be given by the Trustees and/or the Manager. The
payment of fees to the Sub-Adviser is the sole responsibility of the Manager.

MANAGEMENT FEES AND OTHER EXPENSES

Under its Management Agreement with the Trust, the Manager performs certain
administrative and management services for the Trust and pays the compensation,
if any, of officers and Trustees who are affiliated with the Manager or the
Sub-Adviser and pays all the Portfolio expenses with the following exceptions:
the fees and expenses of those Trustees who are not "interested persons" of the
Trust; interest on borrowings; taxes; expenses incurred pursuant to the Trust's
distribution and shareholder servicing plans; and such extraordinary
nonrecurring expenses as may arise, including litigation to which the Trust may
be a party.

For its services to the Portfolios, the Manager receives fees paid monthly
and computed at an annual rate of 0.20% of the average daily net asset value of
each of the Portfolios. The Manager is solely responsible for the payment of all
fees to the Sub-Adviser.

For its services to the Portfolios, the Sub-Adviser is paid by the Manager
a monthly fee computed at an annual rate based upon the aggregate average daily
net assets of the Trust, as follows: 0.10% of the first $500 million of net
assets and 0.05% of net assets over $500 million. The Sub-Adviser has
voluntarily agreed to reduce its fees from 0.05% to 0.04% of net assets over $2
billion.

Administrator. BISYS Fund Services Ohio, Inc. ("BISYS" or the
"Administrator"), 3435 Stelzer Road, Columbus, Ohio 43219, is the Administrator
of the Trust.

The Administrator assists in each Portfolio's administration and operation,
including providing office space and various services in connection with the
regulatory requirements applicable to each Portfolio. The Administrator may
utilize the resources of its affiliates in performing certain of these
responsibilities, at no additional cost to the Trust. The Administrator's fee is
paid by the Manager. Pursuant to a Fund Accounting Agreement, the Administrator
assists the Trust in calculating net asset values and provides certain other
accounting services for each Fund and is paid a fee by the Manager.

9
<PAGE> 13

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

Integrity Investments, Inc., 871 Venetia Bay Boulevard, Suite 370, Venice,
Florida 34292, is the Trust's Distributor. The Trust has adopted a Distribution
and Shareholder Servicing Plan (the "Plan") which provides for payment of up to
0.35% of each Portfolio's average daily net assets of the Class A shares, the
purpose of which is to promote distribution of the Portfolios' shares and to
enhance the provision of shareholder services. No payments under the Plan have
been authorized or will be made for the Class A shares during the calendar year
1999.

Under the Plan, each Portfolio, subject to Trustee authorization, may pay
the Distributor a monthly fee to compensate it for expenses it bears and
services it provides in the distribution of shares and the provision of
shareholder support services. The Plan also provides that certain Service
Providers (defined under the Plan as any broker, dealer, bank or other
institution) may receive compensation for providing continuing personal services
to Shareholders as well as administrative services with respect to shareholder
accounts. Such payments are used to compensate the Distributor and any Service
Providers for the services outlined above.

The Plan recognizes that the Manager, the Sub-Adviser and the Distributor
may use their fees from each Portfolio or other resources to pay expenses
associated with activities primarily intended to result in the sale of the
shares of the Portfolio. Under its Distribution Agreement with the Trust, the
Distributor bears certain distribution-related expenses of the Portfolios, such
as the cost and expense of printing and distributing copies of prospectuses
which are used in connection with the offering of shares to prospective
investors.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

The Bank of New York serves as the Trust's custodian and holds all
portfolio securities and cash assets of the Trust. It also calculates net asset
value per share and maintains general accounting records for each Portfolio. The
Custodian is authorized to deposit securities in securities depositories or to
use the services of subcustodians. BISYS serves as the Trust's Transfer Agent
and dividend disbursing agent and maintains the Trust's shareholder records.
BISYS' fees are paid by the Manager.

YEAR 2000 ISSUES

Like other funds and business organizations around the world, the Trust
could be adversely affected if the computer systems used by the Manager and the
Trust's other service providers do not properly process and calculate
date-related information for the year 2000 and beyond. In addition, Year 2000
issues may adversely affect companies in which the Trust invests where, for
example, such companies incur substantial costs to address Year 2000 issues or
suffer losses caused by the failure to adequately or timely do so.

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

10
<PAGE> 14

2000 issues, and each provider intends to engage, where appropriate, in private
and industry or "streetwide" interface testing of systems for Year 2000
readiness.

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

VALUATION OF SHARES

All income, expenses (other than expenses incurred by a class pursuant to
its distribution and shareholder servicing plan) and realized and unrealized
gains and losses are allocated to each class proportionately on a daily basis
for purposes of determining the net asset value of each class.

Net asset value per share is determined as of 3:00 p.m. (Eastern time) for
the U.S. Treasury Money Market Portfolio and the General Money Market Portfolio
and as of noon (Eastern time) for the U.S. Treasury Income Portfolio and the
Tax-Exempt Money Market Portfolio. Net asset value per share is determined on
each day the NYSE and the Boston and the New York Federal Reserve Banks are
open. Currently, the days on which the Trust is closed (other than weekends) are
New Year's Day, Martin Luther King, Jr. Day (observed), President's Day
(observed), Good Friday, Memorial Day (observed), Independence Day, Labor Day,
Columbus Day (observed), Veteran's Day, Thanksgiving Day and Christmas Day. Net
asset value per share for purposes of pricing sales and redemptions is
calculated by dividing the value of all securities and other assets belonging to
a Portfolio, less the Portfolio's liabilities, by the number of outstanding
shares of that Portfolio.

The securities owned by each Portfolio are valued based upon the amortized
cost method. Pursuant to this method, a security is valued by reference to a
Portfolio's acquisition cost as adjusted for amortization of premium or
accretion of discount. Although the Trust seeks to maintain the net asset value
per share of each Portfolio at $1.00, there can be no assurance that the net
asset value per share will not vary.

DISTRIBUTIONS AND TAXES

Dividends out of net investment income will be declared daily and paid
monthly. Dividends for the U.S. Treasury Money Market Portfolio and the General
Money Market Portfolio are declared at 3:00 p.m. (Eastern time) to shareholders
of record at that time, and dividends for the U.S. Treasury Income Portfolio and
the Tax-Exempt Money Market Portfolio are declared at noon (Eastern time) to
shareholders of record at that time. Distributions of net long-term capital
gains, if any, for the year are made annually. All income dividends are paid in
cash and will automatically be made by wire unless the investor has elected to
reinvest such dividends in additional shares.

11
<PAGE> 15

will not be subject to federal income taxes on the net investment income and
capital gains that are distributed to shareholders or deemed to have been
distributed to shareholders.

Dividends derived from net investment income for the U.S. Treasury Money
Market Portfolio, U.S. Treasury Income Portfolio and General Money Market
Portfolio and from short-term capital gains, if any, are taxable to each such
Portfolio's shareholders, unless they are exempt from Federal income taxes, as
ordinary income. Distributions are taxable when they are paid, except that
distributions declared in October, November or December and paid in January of
the following year are taxable as if paid on December 31st.

Distributions of tax-exempt income by the Tax-Exempt Money Market Portfolio
are not subject to regular federal income taxes. If the Tax-Exempt Money Market
Portfolio earns federally taxable income from any of its investments, it will be
distributed as a taxable dividend. The Portfolio does not intend to invest in
Municipal Securities whose interest is subject to the federal alternative
minimum tax ("AMT") for individuals (known as "private activity obligations").

Since all investment income is expected to be derived from earned interest,
it is anticipated that no part of any distribution will be eligible for the
dividends received deduction for corporations.

OTHER TAX INFORMATION

The information above is only a summary of some of the tax consequences
generally affecting each Portfolio and its shareholders, and no attempt has been
made to discuss individual tax consequences. In addition to federal tax,
distributions may be subject to state and local taxes. Shareholders should make
their own determination whether a Portfolio is suitable for investment given
their particular situation.

State law varies on whether mutual fund dividends that are derived in whole
or in part from interest on U.S. Government Obligations are exempt from state
income taxation. The Portfolios will provide shareholders annually with
information relating to the composition of their distributions to permit
shareholders to determine whether and to what extent the dividend income they
receive from the Portfolio may be exempt from their state's income tax.
Shareholders should consult their tax adviser as to whether any portion of the
dividends they receive from the Portfolio is exempt from state income taxes and
on any other specific questions concerning state or federal tax treatment.

Annual statements as to the current federal tax status of distributions, if
applicable, are mailed to shareholders by January 31st following each tax year.

When an investor signs its account application, it will be asked to certify
that its taxpayer identification number is correct and that it is not subject to
backup withholding for failing to report income to the Internal Revenue Service
("IRS"). If the investor does not comply with IRS regulations, the IRS can
require each Portfolio to withhold a percentage of distributions.

12
<PAGE> 16

PERFORMANCE INFORMATION

From time to time each Portfolio may advertise its current yield and
effective yield for each class of shares in advertisements or in reports or
other communications with shareholders. A Portfolio's performance may be
compared to other investments or relevant indices.

Both yield figures are based on historical earnings and are not intended to
indicate future performance. Each Portfolio's current yield for a class of
shares refers to the net income generated by an investment in that class over a
seven-day period expressed as an annual percentage rate. In addition to the
current yield, each Portfolio may quote yields in advertising based on any
historical seven-day period. The effective yield assumes that the income earned
from the investment is reinvested. The effective yield will be slightly higher
than the current yield because of the compounding effect on this assumed
reinvestment.

The Tax-Exempt Money Market Portfolio also may quote its tax equivalent
yield and tax equivalent effective yield, which shows the taxable yield or
taxable effective yield an investor would have to earn, before taxes, to equal
the Portfolio's tax-free yield or tax-free effective yield. When a tax
equivalent yield or tax equivalent effective yield is calculated, the yield is
increased using a stated income tax rate. See the SAI for more information
concerning performance calculations.

INVESTMENT RESTRICTIONS

The following is a description of certain investment restrictions which are
fundamental and may not be changed with respect to a Portfolio without the
approval of a majority of the outstanding shares of the Portfolio. For a
description of certain other investment restrictions, reference should be made
to the SAI. The restrictions do not apply to U.S. Government Obligations.

1. No Portfolio will invest 25% or more of the value of its total
assets in a particular industry, except that up to 100% of the assets of
the General Money Market Portfolio may be invested in domestic banking
industry obligations.

2. As to 75% of the value of its total assets, a Portfolio will not
invest more than 5% of the value of its total assets in the securities of
any one issuer or acquire more than 10% of the voting securities of any
issuer; the remaining 25% of the assets may be invested in the securities
of one or more issuers without regard to such limitations.

3. Under normal market conditions, at least 80% of the value of the
Tax-Exempt Money Market Portfolio's total assets will be invested in
Municipal Securities.

These limitations apply as of the time of purchase. If through market
action the percentage limitations are exceeded, the Portfolios will not be
required to reduce the amount of their holdings in such investments.

The General Money Market Portfolio operates in accordance with a
non-fundamental operating policy which complies with Rule 2a-7 promulgated under
the 1940 Act and is more restrictive than investment restriction number 2 above.
Under Rule 2a-7 the Portfolio may not (with certain exceptions) invest more than
5% of its total assets in the securities of a single issuer. See "Investment
Policies and Limitations" in the SAI.

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<PAGE> 17

CERTAIN INVESTMENT STRATEGIES, POLICIES AND RISK CONSIDERATIONS

QUALITY AND MATURITY

Each Portfolio may purchase only high quality obligations that the
Sub-Adviser believes present minimal credit risks. To be considered high
quality, a security must be a U.S. Government Obligation; or rated in accordance
with applicable rules in one of the two highest rating categories for short-term
obligations by at least two NRSROs (or by one, if only one rating service has
rated the security); or, if unrated, judged to be of equivalent quality by the
Sub-Adviser. As a matter of non-fundamental policy, the Portfolios will only
purchase securities, in addition to U.S. Government Obligations, that are rated
in the highest rating category by at least one NRSRO or, if unrated, are
determined to be of equivalent quality. (See the Appendix for a description of
NRSRO ratings).

Each Portfolio must limit its investments to obligations with remaining
maturities of 397 days or less and must maintain a dollar-weighted average
maturity of 90 days or less. Each Portfolio's ability to achieve its investment
objective depends, at least in part, on the quality and maturity of its
investments. The Portfolios invest in high quality obligations, but an
investment in any of the Portfolios involves risks. Although each Portfolio's
policies are designed to maintain a stable net asset value of $1.00 per share,
all money market instruments can change in value when interest rates or an
issuer's creditworthiness changes, or if an issuer or guarantor of a security
fails to pay interest or principal when due. If these changes in value were
substantial, a Portfolio's net asset value could deviate from $1.00.

Unless otherwise indicated, each Portfolio may invest in the securities and
engage in the transactions described below.

AFFILIATED BANK TRANSACTIONS

Pursuant to an exemptive order from the SEC, each Portfolio may engage in
certain transactions with banks that are, or may be considered to be,
"affiliated persons" of the Portfolio under the 1940 Act. Such transactions may
be entered into only pursuant to procedures established, and periodically
reviewed, by the Board of Trustees. These transactions may include repurchase
agreements with U.S. banks having short-term debt instruments rated high quality
by at least one NRSRO (or if unrated, determined by the Sub-Adviser to be of
comparable quality); purchases, as principal, of short-term obligations of such
banks and their bank holding companies and affiliates; transactions in Municipal
Securities; transactions in bankers' acceptances; and transactions in U.S.
Government Obligations with affiliated banks that are primary dealers in these
securities.

REPURCHASE AGREEMENTS (APPLICABLE TO U.S. TREASURY MONEY MARKET PORTFOLIO,
GENERAL MONEY MARKET PORTFOLIO AND TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

Each Portfolio, except the U.S. Treasury Income Portfolio, may enter into
repurchase agreements that allow the Portfolio to purchase U.S. Government
Obligations, with an agreement that the seller will repurchase the obligation at
an agreed upon price and date. No more than 10% of a Portfolio's net assets
taken at current value will be invested in repurchase agreements extending for
more than seven days. If a seller defaults on the obligation to repurchase, the
Portfolios may incur a loss or other costs.

REVERSE REPURCHASE AGREEMENTS (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

instrument to another party, such as a bank or broker-dealer, in return for
cash. At the same time, the Portfolio agrees to repurchase the instrument at an
agreed upon time and price, which includes interest. The General Money Market
Portfolio expects that it will engage in reverse repurchase agreements when it
is able to invest the cash so acquired at a rate higher than the cost of the
agreement, which would increase income earned by such Portfolio, or for
liquidity purposes. Engaging in reverse repurchase agreements may involve an
element of leverage, and no Portfolio will purchase a security while borrowings
(including reverse repurchase agreements) representing more than 5% of its total
assets are outstanding. The Tax-Exempt Money Market Portfolio will engage in
reverse repurchase agreements for temporary or emergency purposes only and not
for leverage or investment.

FORWARD COMMITMENTS AND "WHEN-ISSUED" SECURITIES

Each Portfolio may also enter into forward commitment agreements and
purchase "when-issued" securities. Forward commitments are contracts to purchase
securities for a fixed price at a specified future date beyond customary
settlement time with no interest accruing to the Portfolio until the settlement
date. Forward commitments involve a risk of loss if the value of the security to
be purchased declines prior to the settlement date. Municipal Securities are
often issued on a when-issued basis. The yield of such securities is fixed at
the time a commitment to purchase is made, with actual payment and delivery of
the security generally taking place 15 to 45 days later. Under some
circumstances, the purchase of when-issued securities may act to leverage the
Portfolio.

LENDING OF SECURITIES

For the purpose of realizing additional income, the Portfolios may lend
portfolio securities to broker-dealers or financial institutions up to not more
than 10% of their respective total assets taken at current value. While any such
loan is outstanding, each such Portfolio will continue to receive amounts equal
to the interest or dividends paid by the issuer on the securities, as well as
interest (less any rebates to be paid to the borrower) on the investment of the
collateral or fees from the borrower. Each Portfolio will have a right to call
each loan and obtain the securities. Lending portfolio securities involves
certain risks, including possible delays in receiving additional collateral or
in the recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially. Loans will be made in accordance with
guidelines established by the Board of Trustees.

LETTERS OF CREDIT

Issuers or financial intermediaries who provide demand features or standby
commitments often support their ability to buy obligations on demand by
obtaining letters of credit ("LOCs") or other guarantees from domestic or
foreign banks. LOCs also may be used as credit supports for Municipal
Securities. The Sub-Adviser may rely upon its evaluation of a bank's credit in
determining whether to purchase an instrument supported by an LOC. In evaluating
a foreign bank's credit, the Sub-Adviser will consider whether adequate public
information about the bank is available and whether the bank may be subject to
unfavorable political or economic developments, currency controls or other
governmental restrictions that might affect the bank's ability to honor its
credit commitment.

ZERO COUPON BONDS

zero coupon bonds do not pay current income, their prices tend to be more
volatile in response to interest rate changes than bonds which pay interest
regularly. In calculating its daily dividend, a Portfolio takes into account as
income a portion of the difference between a zero coupon bond's purchase price
and its face value.

A broker-dealer creates a derivative zero coupon bond by separating the
interest and principal components of a U.S. Treasury security and selling them
as two individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zero coupon bonds.

The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and principal
components of an outstanding U.S. Treasury bond and selling them as individual
securities. Bonds issued by the Resolution Funding Corporation and the Financing
Corporation can also be separated in this fashion.

U.S. GOVERNMENT OBLIGATIONS

U.S. Government Obligations are debt obligations issued or guaranteed by
the U.S. Treasury or by an agency or instrumentality of the U.S. Government. Not
all U.S. Government Obligations are backed by the full faith and credit of the
United States. Obligations may be supported only by the agency's right to borrow
money from the U.S. Treasury under certain circumstances or by the credit of the
agency. There is no guarantee that the U.S. Government will support these types
of obligations, and therefore they involve more risk than U.S. Government
Obligations backed by the full faith and credit of the United States.

VARIABLE AND FLOATING RATE INSTRUMENTS

Each Portfolio may purchase variable and floating rate demand instruments
and other securities that possess a floating or variable interest rate
adjustment formula. These instruments permit the Portfolios to demand payment of
the principal balance plus unpaid accrued interest upon a specified number of
days' notice to the issuer or its agent. The demand feature may be backed by a
bank letter of credit or guarantee issued with respect to such instrument.

The Portfolios' Sub-Adviser, on behalf of the Manager, intends to exercise
the demand only (1) to attain a more optimal portfolio structure, (2) upon a
default under the terms of the debt security, (3) as needed to provide liquidity
to the Portfolios, or (4) to maintain the respective quality standard of the
Portfolios' investment portfolio. The Portfolios' Sub-Adviser will determine
which variable or floating rate demand instruments to purchase in accordance
with procedures approved by the Trustees to minimize credit risks.

MUNICIPAL LEASE OBLIGATIONS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO
ONLY)

Municipal lease obligations are issued by a state and local government or
authority to acquire land and a wide variety of equipment and facilities. These
obligations typically are not fully backed by the municipality's credit, and the
interest payable on these obligations may become taxable if the lease is
assigned. If funds are not appropriated for the following year's lease payments,
a lease may terminate, with the possibility of default on the lease obligation
and significant loss to the Portfolio. Such risk of non-appropriation is unique
to municipal lease obligations. The SEC Staff has taken the position that
open-end investment companies may treat these obligations as liquid under
guidelines established by the Board of Trustees. Determination concerning the
liquidity and proper valuation of these obligations will include: the frequency
of trades and quotes for the obligation, the number of dealers willing to
purchase or sell the security and the number of potential buyers, the
willingness of dealers to make a market in the securities, the nature of the
marketplace trades and the likelihood that its marketability will be maintained
throughout the time the instrument is held by the Portfolio. The Board will be
16
<PAGE> 20

responsible for determining the credit quality of any unrated lease obligations
held by the Portfolio, on an ongoing basis, including an assessment of the
likelihood that the lease will not be canceled. The high quality municipal lease
obligations in which the Tax-Exempt Money Market Portfolio intends to invest
generally are not expected by the Board to present liquidity risks. Lease
obligations will be valued based on a standard spread that relates to general
obligation securities whose value is determined using a pricing service.
Certificates of participation in municipal lease obligations or installment
sales contracts entitle the holder to a proportionate interest in the
lease-purchase payments made. Certificates of participation typically are issued
by municipalities and by banks and other financial institutions.

MUNICIPAL SECURITIES (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

Municipal Securities include general obligation securities, which are
backed by the full taxing power of a municipality, or revenue securities, which
are backed by the revenues of a specific tax, project or facility. Resource
recovery bonds, a type of revenue obligation, are used to finance the
construction of waste burning facilities. Such bonds may be subject to special
risks because the project uses technology or an economic plan that is not yet
proven, or requires operating permits from environmental authorities. Industrial
development bonds are a type of revenue bond backed by the credit and security
of a private issuer and may involve greater risk. Tax and revenue anticipation
notes are issued by municipalities in expectation of future tax or other
revenues, and are payable from those specific taxes or revenues. Bond
anticipation notes normally provide interim financing in advance of an issue of
bonds or notes, the proceeds of which are used to repay the anticipation notes.

Although the Tax-Exempt Money Market Portfolio presently does not intend to
do so on a regular basis, it may invest more than 25% of its assets in Municipal
Securities which are related in such a way that an economic, business, or
political development or change affecting one security would likewise affect the
other Municipal Securities. To the extent that the Portfolio's assets are
concentrated in Municipal Securities that are so related, the Portfolio will be
subject to the peculiar risks presented by such Municipal Securities, such as
negative developments in a particular industry or state, to a greater extent
than it would be if the Portfolio's assets were not so concentrated.

RESTRICTED SECURITIES (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET
PORTFOLIO ONLY)

The General Money Market Portfolio and the Tax-Exempt Money Market
Portfolio may purchase securities which cannot be sold to the public without
registration under the Securities Act of 1933 (restricted securities). Unless
registered for sale, these securities can only be sold in privately negotiated
transactions or pursuant to an exemption from registration. Provided that the
security has a demand feature of seven days or less, or a dealer or
institutional trading market exists which in the opinion of the Sub-Adviser,
subject to Board guidelines, affords liquidity, these restricted securities are
not treated as illiquid securities for purposes of each Portfolio's restriction
on not investing more than 10% of its net assets in illiquid securities.

SPECIAL CONSIDERATIONS OF FOREIGN INVESTMENTS (APPLICABLE TO GENERAL MONEY
MARKET PORTFOLIO ONLY)

by U.S. banking authorities, and generally are not bound by accounting, auditing
and financial reporting standards comparable to U.S. banks. Although the
Sub-Adviser carefully considers these factors when making investments, and
subject to its policy on concentration, the Portfolio does not limit the amount
of its assets which can be invested in any one type of instrument or in any
foreign country. The Portfolio will not invest 25% or more of its assets in Euro
and Yankee dollar investments and obligations of foreign branches of foreign
banks.

18
<PAGE> 22

FINANCIAL HIGHLIGHTS

The following information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report thereon was unqualified. This information
is part of the Trust's financial statements which are included in the Trust's
Annual Report to Shareholders and incorporated by reference in the SAI. The
following information should be read in conjunction with the financial
statements and notes thereto.

U.S. TREASURY MONEY MARKET PORTFOLIO -- CLASS A

For a share outstanding throughout each period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98 8/31/97 8/31/96 8/31/95 8/31/94(1)
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------
Income from investment
operations:
Net investment income...... 0.053 0.052 0.053 0.054 0.012
------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income....... (0.053) (0.052) (0.053) (0.054) (0.012)
------ ------ ------ ------ ------
Net asset value, end of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return(a).... 5.43% 5.30% 5.45% 5.60% 1.19%
Ratios/supplemental data:
Net assets, end of period
(000's).................... $31,185 $23,063 $85,260 $30,183 $ 25
Ratios to average net assets:
Net investment income...... 5.27% 5.12% 5.21% 5.79% 4.06%(b)
Operating expenses......... 0.20% 0.20% 0.20% 0.20% 0.20%(b)
Operating expenses before
reimbursement/waivers... 0.20% 0.20% 0.20% 0.21% 0.26%(b)
</TABLE>

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

(1) The Portfolio commenced Class A share operations on May 17, 1994.

(a) Total returns for periods less than one year are not annualized, and had the
Manager and Trustees not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(b) Annualized.

19
<PAGE> 23

U.S. TREASURY INCOME PORTFOLIO -- CLASS A

For a share outstanding throughout each period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98(2) 8/31/97(3) 8/31/96(4) 8/31/95(5) 8/31/94(6)
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
Income from investment
operations:
Net investment income...... 0.007 0.005 0.004 0.004 0.001
Less Distributions:
Dividends from net
investment income....... (0.007) (0.005) (0.004) (0.004) (0.001)
------ ------ ------ ------ ------
Net asset value, end of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return(a).... 0.74% 0.54% 0.35% 0.39% 0.12%
Ratios/supplemental data:
Net assets, end of period
(000's).................... $ 25 $ 25 $ 25 $ 25 $ 25
Ratios to average net assets:
Net investment income...... 4.83% 4.24% 4.15% 4.47% 2.96%(b)
Operating expenses......... 0.20% 0.20% 0.20% 0.20% 0.20%(b)
Operating expenses before
reimbursements/waivers... 0.23% 0.23% 0.35% 0.29% 0.22%(b)
</TABLE>

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

(2) The Portfolio operated from December 17, 1997 to February 11, 1998.

(3) The Portfolio operated from December 13, 1996 to January 30, 1997.

(4) The Portfolio operated from December 11, 1995 to January 10, 1996.

(5) The Portfolio operated from December 12, 1994 to January 11, 1995.

(6) The Portfolio operated from December 28, 1993 to January 12, 1994.

(a) Total returns for periods less than one year are not annualized, and had the
Manager and Trustees not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(b) Annualized.

20
<PAGE> 24

GENERAL MONEY MARKET PORTFOLIO -- CLASS A

For a share outstanding throughout each period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98 8/31/97 8/31/96 8/31/95 8/31/94(1)
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------
Income from investment
operations:
Net investment income...... 0.054 0.053 0.053 0.056 0.033
------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income....... (0.054) (0.053) (0.053) (0.056) (0.033)
------ ------ ------ ------ ------
Net asset value, end of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return(a).... 5.54% 5.40% 5.52% 5.81% 3.33%
Ratios/supplemental data:
Net assets, end of period
(000's).................... $272,980 $568,715 $334,069 $375,965 $167,016
Ratios to average net assets:
Net investment income...... 5.40% 5.33% 5.36% 5.70% 3.70%(b)
Operating expenses......... 0.20% 0.20% 0.20% 0.20% 0.20%(b)
Operating expenses before
reimbursements/waivers... 0.20% 0.20% 0.20%(b) 0.20% 0.21%
</TABLE>

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

(1) The Portfolio commenced Class A shares operations on September 21, 1993.

(a) Total returns for periods less than one year are not annualized, and had the
Manager and Trustees not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(b) Annualized.

21
<PAGE> 25

TAX-EXEMPT MONEY MARKET PORTFOLIO -- CLASS A

For a share outstanding throughout each period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98 8/31/97 8/31/96 8/31/95 8/31/94(1)
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------
Income from investment
operations:
Net investment income...... 0.034 0.034 0.034 0.035 0.021
------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income....... (0.034) (0.034) (0.034) (0.035) (0.021)
------ ------ ------ ------ ------
Net asset value, end of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return(a).... 3.41% 3.42% 3.43% 3.67% 2.11%
Ratios/supplemental data:
Net assets, end of period
(000's).................... $268,657 $282,368 $279,867 $283,654 $258,130
Ratios to average net assets:
Net investment income...... 3.35% 3.38% 3.34% 3.50% 2.38%(b)
Operating expenses......... 0.20% 0.20% 0.20% 0.20% 0.20%(b)
Operating expenses before
reimbursements/waivers... 0.20% 0.20% 0.20% 0.20% 0.22%(b)
</TABLE>

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

(1) The Portfolio commenced Class A shares operations on October 7, 1993.

(a) Total returns for periods less than one year are not annualized, and had the
Manager and Trustees not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(b) Annualized.

22
<PAGE> 26

APPENDIX

NRSRO RATINGS

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Corporation ("S&P") commercial paper and bond ratings:

SHORT-TERM DEBT RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE HIGHEST
DESIGNATION IS AS FOLLOWS:

Issuers rated Prime-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1 repayment
capacity will normally be evidenced by the following characteristics:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structures with moderate reliance on
debt and ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

S&P SHORT-TERM DEBT RATINGS ARE GRADED INTO FOUR CATEGORIES, RANGING FROM
"A" FOR THE HIGHEST QUALITY OBLIGATIONS TO "D" FOR THE LOWEST. THE HIGHEST
RATINGS IN THE "A" CATEGORY ARE DESCRIBED AS FOLLOWS:

"A" -- Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are further
refined with the designations 1, 2 and 3 to indicate the relative degree of
safety.

"A-1" -- This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be noted with a plus (+) sign
designation.

MUNICIPAL OBLIGATIONS

Moody's ratings for state and municipal and other short-term obligations
will be designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of the first
importance in short-term borrowing risk are of lesser importance in the long
run. The highest MIG quality rating is defined as follows:

MIG-1 -- Notes bearing this designation are of the best quality, enjoying
strong protection from established cash flows of funds for their servicing or
from established and broad-based access to the market for refinancing, or both.

A short-term rating may also be assigned to an issue having a demand
feature. Such ratings will be designated as VMIG to reflect such characteristics
as payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be alert to the
fact that the source of payment may be limited to the external liquidity with no
or limited legal recourse to the issuer in the event the demand is not met. A
VMIG-1 rating carries the same definition as MIG-1.

S&P'S HIGHEST QUALITY RATING FOR SHORT-TERM STATE AND MUNICIPAL NOTES IS
DEFINED AS FOLLOWS:

SP-1 -- Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

23
<PAGE> 27

THE VALIANT FUND

CLASS B SHARES

<TABLE>
<S> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO GENERAL MONEY MARKET PORTFOLIO

U.S. TREASURY INCOME PORTFOLIO TAX-EXEMPT MONEY MARKET PORTFOLIO
</TABLE>

PROSPECTUS -- DECEMBER 15, 1998

<PAGE> 28

CONTENTS

2
<PAGE> 29

EXPENSE INFORMATION

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL MONEY TAX-EXEMPT MONEY
MONEY MARKET INCOME MARKET MARKET
PORTFOLIO PORTFOLIO** PORTFOLIO PORTFOLIO**
------------- ------------- ------------- ----------------
CLASS B CLASS B CLASS B CLASS B
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Maximum Sales Load Imposed on
Purchases................... None None None None
Sales Load Imposed on
Reinvested Dividends........ None None None None
Maximum Deferred Sales Load.... None None None None
Redemption Fees................ None None None None
Annual Fund Operating Expenses
(as a percentage of average
net assets)
Management Fees................ 0.20% 0.20% 0.20% 0.20%
12b-1 Fees*.................... 0.25% 0.25% 0.25% 0.25%
Other Expenses (after expense
reimbursement).............. 0.00% 0.00% 0.00% 0.00%
---- ---- ---- ----
Total Fund Operating Expenses
(after expense
reimbursement).............. 0.45% 0.45% 0.45% 0.45%
==== ==== ==== ====
</TABLE>

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

* The Trust has adopted a Distribution and Shareholder Servicing Plan (the
"Plan") for the Class B shares. Payments under the Plan for Class B shares
are authorized at the rate of 0.25% of the average daily net assets of Class
B shares. See "Management Fees and Other Expenses" for further information on
the Plan.

** As of the date of this Prospectus, the U.S. Treasury Income Portfolio Class B
shares and the Tax-Exempt Money Market Portfolio Class B shares have not
commenced operations.

Four classes of shares of the Trust are being offered by each Portfolio:
Class A, Class B, Class C and Class D shares. The classes are identical, except
that Class B shares, Class C shares and Class D shares are subject to differing
annual distribution and service fees. Class A shares are currently not subject
to an annual distribution and service fee. The Class B, Class C and Class D
shares' distribution and service fees will cause the Class B, Class C and Class
D shares to have a higher expense ratio and to pay lower dividends than Class A
shares, the Class C and Class D shares to have a higher expense ratio and to pay
lower dividends than the Class B shares, and the Class D shares to have a higher
expense ratio and to pay lower dividends than Class C shares. This Prospectus
describes only the Class B shares. An investor may obtain prospectuses relating
to the Class A shares, the Class C shares and Class D shares, respectively, by
calling the Distributor at 1-800-828-2176.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that the investor will bear directly or indirectly.
Management fees are paid by each Portfolio to Integrity Management & Research,
Inc. (the "Manager") for managing its investments and business affairs. All
operating expenses except the Management Fee are paid by the Manager and are not
charged directly to an investor's account. There are no sales charges or
redemption fees. However, certain institutional investors may charge their
customers fees in addition to those described herein. See "Purchases and
Redemptions." The Manager has declared voluntary expense limitations for the
Class B shares of each Portfolio of 0.45% of average daily net assets of the
Class B shares. The Manager will voluntarily reimburse any expenses above these
expense limitations. The expense limitations are voluntary but will remain in
effect through December 1999. The expense limitations may be

3
<PAGE> 30

removed at any time thereafter with 90 days' prior notice to existing
shareholders. Non-recurring or extraordinary expenses are generally excluded in
the determination of expense ratios of the Portfolios for purposes of
determining any required expense reimbursement. Quotations of yield for any
period when an expense limitation is in effect will be greater than if the
limitation had not been in effect. For more information, see "Management Fees
and Other Expenses," and "Purchases and Redemptions."

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Treasury Money Market Portfolio..... $5 $14 $25 $57
U.S. Treasury Income Portfolio........... $5 $14 $25 $57
General Money Market Portfolio........... $5 $14 $25 $57
Tax-Exempt Money Market Portfolio........ $5 $14 $25 $57
</TABLE>

THE EXAMPLES ARE BASED ON ASSUMED PERFORMANCE LEVELS AND SHOULD NOT BE
CONSIDERED REPRESENTATIONS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.

4
<PAGE> 31

INVESTMENT OBJECTIVES AND POLICIES

The General Money Market Portfolio invests in U.S. dollar-denominated
short-term debt securities including:

- Obligations of domestic and foreign banks or thrift organizations (such
as bankers' acceptances, time deposits and certificates of deposit);

- Corporate debt obligations, including commercial paper, notes and bonds
with remaining maturities of 397 days or less;

- U.S. Government Obligations and repurchase agreements backed by U.S.
Government Obligations; and

- Cash.

5
<PAGE> 32

WHO SHOULD INVEST

Each Portfolio is designed exclusively for investment of short-term monies
held by banks and other institutional investors.

It should be noted that the Portfolios are not FDIC insured.

6
<PAGE> 33

PURCHASES AND REDEMPTIONS

PURCHASES

REDEMPTIONS

7
<PAGE> 34

redemption proceeds on the next Business Day. Shareholders may change the bank
account designated to receive an amount redeemed at any time by sending a letter
of instruction with a signature guarantee to the Transfer Agent, BISYS Fund
Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219.

ADDITIONAL INFORMATION

Shareholder Services

Statements and Reports

8
<PAGE> 35

MANAGEMENT OF THE PORTFOLIOS

MANAGEMENT FEES AND OTHER EXPENSES

Administrator. BISYS Fund Services Ohio, Inc., ("BISYS"), 3435 Stelzer
Road, Columbus, Ohio 43219, is the Administrator of the Trust.

9
<PAGE> 36

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

Integrity Investments, Inc., 871 Venetia Bay Boulevard, Suite 370, Venice,
Florida 34292, is the Trust's Distributor. The Trust has adopted a Distribution
and Shareholder Servicing Plan (the "Plan") which provides for payment of up to
0.35% of each Portfolio's average daily net assets of the Class B shares, the
purpose of which is to promote distribution of the Portfolios' shares and to
enhance the provision of shareholder services. Payments under the Plan are
authorized and are being made at the rate of 0.25% of each Portfolio's average
daily net assets for the Class B shares.

The Distributor shall determine the amounts to be paid to Service
Providers. Each Service Provider is required to disclose to its clients any
compensation payable to it by the Trust pursuant to the Plan and any other
compensation payable by its clients in connection with the investment of their
assets in Trust shares. The fees payable to the Distributor under the Plan for
advertising, marketing and distributing Class B shares and for payments to
Service Providers are payable without regard to actual expenses incurred by the
Distributor.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

YEAR 2000 ISSUES

10
<PAGE> 37

replacing such systems, and retesting for Year 2000 readiness. The Trust's
Manager and service providers are likewise seeking assurances from their
respective vendors and suppliers that such entities are addressing any Year 2000
issues, and each provider intends to engage, where appropriate, in private and
industry or "streetwide" interface testing of systems for Year 2000 readiness.

VALUATION OF SHARES

DISTRIBUTIONS AND TAXES

Dividends out of net investment income will be declared daily and paid
monthly. Dividends for the U.S. Treasury Money Market Portfolio and the General
Money Market Portfolio are declared at 3:00 p.m. (Eastern time) to shareholders
of record at that time, and dividends for the U.S. Treasury Income Portfolio and
the Tax-Exempt Money Market Portfolio are declared at noon (Eastern time) to
shareholders of record at that time. Distributions of net capital gains, if any,
for the year are made annually. All income dividends are paid in cash and will
automatically be made by wire unless the investor has elected to reinvest such
dividends in additional shares.

11
<PAGE> 38

Each Portfolio intends to continue to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"). As regulated investment companies, the Portfolios will not be
subject to federal income taxes on the net investment income and capital gains
that are distributed to shareholders or deemed to have been distributed to
shareholders.

Since all investment income is expected to be derived from earned interest,
it is anticipated that no part of any distribution will be eligible for the
dividends received deduction for corporations.

OTHER TAX INFORMATION

Annual statements as to the current federal tax status of distributions, if
applicable, are mailed to shareholders by January 31st following each tax year.

12
<PAGE> 39

PERFORMANCE INFORMATION

INVESTMENT RESTRICTIONS

3. Under normal market conditions, at least 80% of the value of the
Tax-Exempt Money Market Portfolio's total assets will be invested in
Municipal Securities.

13
<PAGE> 40

CERTAIN INVESTMENT STRATEGIES, POLICIES AND RISK CONSIDERATIONS

QUALITY AND MATURITY

Each Portfolio must limit its investments to obligations with remaining
maturities of 397 days or less and must maintain a dollar-weighted average
maturity of 90 days or less.

Each Portfolio's ability to achieve its investment objective depends, at
least in part, on the quality and maturity of its investments. The Portfolios
invest in high quality obligations, but an investment in any of the Portfolios
involves risks. Although each Portfolio's policies are designed to maintain a
stable net asset value of $1.00 per share, all money market instruments can
change in value when interest rates or an issuer's creditworthiness changes, or
if an issuer or guarantor of a security fails to pay interest or principal when
due. If these changes in value were substantial, a Portfolio's net asset value
could deviate from $1.00.

Unless otherwise indicated, each Portfolio may invest in the securities and
engage in the transactions described below.

AFFILIATED BANK TRANSACTIONS

REPURCHASE AGREEMENTS (APPLICABLE TO U.S. TREASURY MONEY MARKET PORTFOLIO,
GENERAL MONEY MARKET PORTFOLIO AND TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

REVERSE REPURCHASE AGREEMENTS (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

agrees to repurchase the instrument at an agreed upon time and price, which
includes interest. The General Money Market Portfolio expects that it will
engage in reverse repurchase agreements when it is able to invest the cash so
acquired at a rate higher than the cost of the agreement, which would increase
income earned by such Portfolio, or for liquidity purposes. Engaging in reverse
repurchase agreements may involve an element of leverage, and no Portfolio will
purchase a security while borrowings (including reverse repurchase agreements)
representing more than 5% of its total assets are outstanding. The Tax-Exempt
Money Market Portfolio will engage in reverse repurchase agreements for
temporary or emergency purposes only and not for leverage or investment.

FORWARD COMMITMENTS AND "WHEN-ISSUED" SECURITIES

LENDING OF SECURITIES

LETTERS OF CREDIT

ZERO COUPON BONDS

Each Portfolio may purchase zero coupon bonds. Regular interest payments
are not made on zero coupon bonds; instead these bonds are sold at a deep
discount from their face value and are redeemed at face value when they mature.
Each Portfolio will purchase only those zero coupon bonds which have a remaining
maturity of one year or less. As a result, such bonds are expected to pay out a
return on a regular basis as they mature. Because zero coupon bonds do not pay
current income, their prices tend to be more volatile in response to interest
rate
15
<PAGE> 42

changes than bonds which pay interest regularly. In calculating its daily
dividend, a Portfolio takes into account as income a portion of the difference
between a zero coupon bond's purchase price and its face value.

U.S. GOVERNMENT OBLIGATIONS

VARIABLE AND FLOATING RATE INSTRUMENTS

MUNICIPAL LEASE OBLIGATIONS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO
ONLY)

ongoing basis, including an assessment of the likelihood that the lease will not
be canceled. The high quality municipal lease obligations in which the
Tax-Exempt Money Market Portfolio intends to invest generally are not expected
by the Board to present liquidity risks. Lease obligations will be valued based
on a standard spread that relates to general obligation securities whose value
is determined using a pricing service. Certificates of participation in
municipal lease obligations or installment sales contracts entitle the holder to
a proportionate interest in the lease-purchase payments made. Certificates of
participation typically are issued by municipalities and by banks and other
financial institutions.

MUNICIPAL SECURITIES (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

RESTRICTED SECURITIES (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

SPECIAL CONSIDERATIONS OF FOREIGN INVESTMENTS (APPLICABLE TO GENERAL MONEY
MARKET PORTFOLIO ONLY)

18
<PAGE> 45

FINANCIAL HIGHLIGHTS

The following information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report thereon was unqualified. This information
is part of the Trust's financial statements which are included in the Trust's
Annual Report to Shareholders and incorporated by reference in the SAI. As of
the date of this Prospectus, the Tax-Exempt Money Market Portfolio Class B
shares and the U.S. Treasury Income Portfolio Class B shares had not commenced
operations. The following information should be read in conjunction with the
financial statements and notes thereto.

U.S. TREASURY MONEY MARKET PORTFOLIO- CLASS B

For a share outstanding throughout each period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98 8/31/97 8/31/96 8/31/95 8/31/94(1)
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------
Income from investment
operations:
Net investment income...... 0.051 0.049 0.050 0.052 0.011
------ ------ ------ ------ ------
Less Distributions:
Dividends from net
investment income....... (0.051) (0.049) (0.050) (0.052) (0.011)
------ ------ ------ ------ ------
Net asset value, end of
period..................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return(a).... 5.17% 5.04% 5.18% 5.34% 1.12%
Ratios/supplemental data:
Net assets, end of period
(000's).................... $326,675 $300,437 $126,327 $76,114 $13,355
Ratios to average net assets:
Net investment income...... 5.05% 4.93% 5.01% 5.41% 3.87%(b)
Operating expenses......... 0.45% 0.45% 0.45% 0.45% 0.45%(b)
Operating expenses before
reimbursements/waivers... 0.45% 0.45% 0.45% 0.46% 0.50%(b)
</TABLE>

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

(1) The Portfolio commenced Class B shares operations on May 17, 1994.

(a) Total returns for periods less than one year are not annualized, and had the
Manager and Trustees not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(b) Annualized.

19
<PAGE> 46

GENERAL MONEY MARKET PORTFOLIO- CLASS B

For a share outstanding throughout each period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98 8/31/97 8/31/96 8/31/95 8/31/94(1)
---------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning
of period................. $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------
Income from investment
operations:
Net investment income..... 0.052 0.050 0.051 0.053 0.009
------ ------ ------ ------ ------
Less distributions:
Dividends from net
investment income...... (0.052) (0.050) (0.051) (0.053) (0.009)
------ ------ ------ ------ ------
Net asset value, end of
period.................... $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return(a)... 5.28% 5.14% 5.26% 5.54% 0.92%
Ratios/supplemental data:
Net assets, end of period
(000's)................... $17,602 $9,155 $8,734 $9,461 $9,520
Ratios to average net
assets:
Net investment income..... 5.16% 5.02% 5.11% 5.33% 3.99%(b)
Operating expenses........ 0.45% 0.45% 0.45% 0.45% 0.45%(b)
Operating expenses before
reimbursements/waivers... 0.45% 0.45% 0.45% 0.45% 0.46%(b)
</TABLE>

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

(1) The Portfolio commenced Class B shares operations on May 17, 1994.

(a) Total returns for periods less than one year are not annualized, and had the
Manager and Trustees not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(b) Annualized.

20
<PAGE> 47

APPENDIX

NRSRO RATINGS

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Corporation ("S&P") commercial paper and bond ratings:

SHORT-TERM DEBT RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE HIGHEST
DESIGNATION IS AS FOLLOWS:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structures with moderate reliance on debt and
ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

"A"-- Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are further
refined with the designations 1, 2 and 3 to indicate the relative degree of
safety.

"A-1"-- This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be noted with a plus (+) sign
designation.

MUNICIPAL OBLIGATIONS

S&P'S HIGHEST QUALITY RATING FOR SHORT-TERM STATE AND MUNICIPAL NOTES IS
DEFINED AS FOLLOWS:

SP-1 -- Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

21
<PAGE> 48

THE VALIANT FUND

CLASS C SHARES

<TABLE>
<S> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO GENERAL MONEY MARKET PORTFOLIO

U.S. TREASURY INCOME PORTFOLIO TAX-EXEMPT MONEY MARKET PORTFOLIO
</TABLE>

PROSPECTUS -- DECEMBER 15, 1998

<PAGE> 49

CONTENTS

<TABLE>
<S> <C>
Expense Information......................................... 3
Investment Objectives and Policies.......................... 5
Who Should Invest........................................... 6
Purchases and Redemptions................................... 7
Management of the Portfolios................................ 9
Management Fees and Other Expenses.......................... 9
Year 2000 Issues............................................ 10
Valuation of Shares......................................... 11
Distributions and Taxes..................................... 11
Performance Information..................................... 13
Investment Restrictions..................................... 13
Certain Investment Strategies, Policies and Risk
Considerations............................................ 14
Appendix.................................................... 19
</TABLE>

2
<PAGE> 50

EXPENSE INFORMATION

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL TAX-EXEMPT
MONEY MARKET INCOME MONEY MARKET MONEY MARKET
PORTFOLIO** PORTFOLIO** PORTFOLIO** PORTFOLIO**
------------- ------------- ------------ ------------
CLASS C CLASS C CLASS C CLASS C
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Sales Load Imposed on Purchases... None None None None
Sales Load Imposed on Reinvested
Dividends...................... None None None None
Deferred Sales Load............... None None None None
Redemption Fees................... None None None None
Annual Fund Operating Expenses (as
a percentage of average net
assets)
Management Fees................... 0.20% 0.20% 0.20% 0.20%
12b-1 Fees*....................... 0.40% 0.40% 0.40% 0.40%
Other Expenses (after expense
reimbursement)................. 0.00% 0.00% 0.00% 0.00%
---- ---- ---- ----
Total Fund Operating Expenses
(after expense
reimbursement)................. 0.60% 0.60% 0.60% 0.60%
==== ==== ==== ====
</TABLE>

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

* The Trust has adopted a Distribution and Shareholder Servicing Plan for the
Class C Shares (the "Plan"). Payments under the Plan are authorized at the
rate of up to 0.40% of the average daily net assets. See "Management Fees and
Other Expenses" for further information on the Plan.

** As of the date of this Prospectus, the Class C shares of each of the
Portfolios have not commenced operations.

Four classes of shares of the Trust are being offered by each Portfolio:
Class A, Class B, Class C and Class D shares. The classes are identical, except
that Class B shares, Class C shares and Class D shares are subject to differing
annual distribution and service fees. Class A shares are currently not subject
to an annual distribution and service fee. The Class B, Class C and Class D
shares' distribution and service fees will cause the Class B, Class C and Class
D shares to have a higher expense ratio and to pay lower dividends than Class A
shares, the Class C and Class D shares to have a higher expense ratio and to pay
lower dividends than the Class B shares, and the Class D shares to have a higher
expense ratio and to pay lower dividends than the Class C shares. This
Prospectus describes only the Class C shares. An investor may obtain
prospectuses relating to the Class A and Class B shares and Class D shares,
respectively, by calling the Distributor at 1-800-828-2176.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that the investor will bear directly or indirectly.
Management fees are paid by each Portfolio to Integrity Management & Research,
Inc. (the "Manager") for managing its investments and business affairs. All
operating expenses except the Management Fee are paid by the Manager and are not
charged directly to an investor's account. There are no sales charges or
redemption fees. However, certain institutional investors may charge their
customers fees in addition to those described herein. See "Purchases and
Redemptions." The Manager has declared voluntary expense limitations for the
Class C shares of each Portfolio of 0.60% of average daily net assets of Class C
shares. The Manager will voluntarily reimburse any expenses above the expense
limitations. The expense limitations are voluntary but will remain in effect
through December 1999. The expense limitations may be removed at any time
thereafter with 90 days' prior notice to existing shareholders. Non-recurring or
extraordinary expenses are generally excluded in the determination of expense
ratios of the Portfolios for purposes of

3
<PAGE> 51

determining any required expense reimbursement. Quotations of yield for any
period when an expense limitation is in effect will be greater than if the
limitation had not been in effect. For more information, see "Management Fees
and Other Expenses," and "Purchases and Redemptions."

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Treasury Money Market Portfolio..................... $6 $19 $33 $75
U.S. Treasury Income Portfolio........................... $6 $19 $33 $75
General Money Market Portfolio........................... $6 $19 $33 $75
Tax-Exempt Money Market Portfolio........................ $6 $19 $33 $75
</TABLE>

THE EXAMPLES ARE BASED ON ASSUMED PERFORMANCE LEVELS AND SHOULD NOT BE
CONSIDERED REPRESENTATIONS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.

4
<PAGE> 52

INVESTMENT OBJECTIVES AND POLICIES

The General Money Market Portfolio invests in U.S. dollar-denominated
short-term debt securities including:

- Obligations of domestic and foreign banks or thrift organizations (such
as bankers' acceptances, time deposits and certificates of deposit);

- Corporate debt obligations, including commercial paper, notes and bonds
with remaining maturities of 397 days or less;

- U.S. Government Obligations and repurchase agreements backed by U.S.
Government Obligations; and

- Cash.

5
<PAGE> 53

WHO SHOULD INVEST

Each Portfolio is designed exclusively for investment of short-term monies
held by banks and other institutional investors.

It should be noted that the Portfolios are not FDIC insured.

6
<PAGE> 54

PURCHASES AND REDEMPTIONS

PURCHASES

REDEMPTIONS

an amount redeemed at any time by sending a letter of instruction with a
signature guarantee to the Transfer Agent, BISYS Fund Services Ohio, Inc., 3435
Stelzer Road, Columbus, Ohio 43219.

ADDITIONAL INFORMATION

Shareholder Services

Statements and Reports

8
<PAGE> 56

MANAGEMENT OF THE PORTFOLIOS

MANAGEMENT FEES AND OTHER EXPENSES

Administrator. BISYS Fund Services Ohio, Inc. ("BISYS" or the
"Administrator") 3435 Stelzer Road, Columbus, Ohio 43219, is the Administrator
of the Trust.

9
<PAGE> 57

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

Integrity Investments, Inc., 871 Venetia Bay Boulevard, Suite 370, Venice,
Florida 34292, is the Trust's Distributor. The Trust has adopted a Distribution
and Shareholder Servicing Plan for the Class C Shares (the "Plan") which
provides for payment of up to 0.50% of each Portfolio's average daily net
assets, the purpose of which is to promote distribution of the Portfolios'
shares and to enhance the provision of shareholder services. Payments under the
Plan are authorized at the rate of up to 0.40% of each Portfolio's average daily
net assets for the Class C shares.

The Distributor shall determine the amounts to be paid to Service
Providers. Each Service Provider is required to disclose to its clients any
compensation payable to it by the Trust pursuant to the Plan and any other
compensation payable by its clients in connection with the investment of their
assets in Trust shares. The fees payable to the Distributor under the Plan for
advertising, marketing and distributing Class C shares and for payments to
Service Providers are payable without regard to actual expenses incurred by the
Distributor.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

YEAR 2000 ISSUES

The Trust has been assured that the Manager and the Trust's other service
providers (i.e., Administrator, Transfer Agent, Fund Accounting Agent, Custodian
and Distributor) have developed and are implementing clearly defined and
documented plans intended to minimize risks to services critical to the Trust's
operations associated with Year 2000 issues. Internal efforts include a
commitment to dedicate adequate staff and funding to identify and remedy Year
2000 issues, and specific actions such as inventorying software systems,
determining inventory items that may not function properly after December 31,
1999, reprogramming or replacing such

10
<PAGE> 58

systems, and retesting for Year 2000 readiness. The Trust's Manager and service
providers are likewise seeking assurances from their respective vendors and
suppliers that such entities are addressing any Year 2000 issues, and each
provider intends to engage, where appropriate, in private and industry or
"streetwide" interface testing of systems for Year 2000 readiness.

VALUATION OF SHARES

DISTRIBUTIONS AND TAXES

Dividends out of net investment income will be declared daily and paid
monthly. Dividends for the U.S. Treasury Money Market Portfolio and the General
Money Market Portfolio are declared at 3:00 p.m. (Eastern time) to shareholders
of record at that time, and dividends for the U.S. Treasury Income Portfolio and
the Tax-Exempt Money Market Portfolio are declared at noon (Eastern time) to
shareholders of record at that time. Distributions of net long-term capital
gains and disposition gain, if any, for the year are made annually. All income
dividends are paid in cash and will automatically be made by wire unless the
investor has elected to reinvest such dividends in additional shares.

11
<PAGE> 59

Since all investment income is expected to be derived from earned interest,
it is anticipated that no part of any distribution will be eligible for the
dividends received deduction for corporations.

OTHER TAX INFORMATION

Annual statements as to the current federal tax status of distributions, if
applicable, are mailed to shareholders by January 31st following each tax year.

12
<PAGE> 60

PERFORMANCE INFORMATION

INVESTMENT RESTRICTIONS

3. Under normal market conditions, at least 80% of the value of the
Tax-Exempt Money Market Portfolio's total assets will be invested in
Municipal Securities.

13
<PAGE> 61

CERTAIN INVESTMENT STRATEGIES, POLICIES AND RISK CONSIDERATIONS

QUALITY AND MATURITY

Each Portfolio must limit its investments to obligations with remaining
maturities of 397 days or less and must maintain a dollar-weighted average
maturity of 90 days or less.

Unless otherwise indicated, each Portfolio may invest in the securities and
engage in the transactions described below.

AFFILIATED BANK TRANSACTIONS

REPURCHASE AGREEMENTS (APPLICABLE TO U.S. TREASURY MONEY MARKET PORTFOLIO,
GENERAL MONEY MARKET PORTFOLIO AND TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

14
<PAGE> 62

REVERSE REPURCHASE AGREEMENTS (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

The General Money Market Portfolio and the Tax-Exempt Money Market
Portfolio may enter into reverse repurchase agreements, which are transactions
where a Portfolio temporarily transfers possession of a portfolio instrument to
another party, such as a bank or broker-dealer, in return for cash. At the same
time, the Portfolio agrees to repurchase the instrument at an agreed upon time
and price, which includes interest. The General Money Market Portfolio expects
that it will engage in reverse repurchase agreements when it is able to invest
the cash so acquired at a rate higher than the cost of the agreement, which
would increase income earned by such Portfolio, or for liquidity purposes.
Engaging in reverse repurchase agreements may involve an element of leverage,
and no Portfolio will purchase a security while borrowings (including reverse
repurchase agreements) representing more than 5% of its total assets are
outstanding. The Tax-Exempt Money Market Portfolio will engage in reverse
repurchase agreements for temporary or emergency purposes only and not for
leverage or investment.

FORWARD COMMITMENTS AND "WHEN-ISSUED" SECURITIES

LENDING OF SECURITIES

LETTERS OF CREDIT

15
<PAGE> 63

ZERO COUPON BONDS

U.S. GOVERNMENT OBLIGATIONS

VARIABLE AND FLOATING RATE INSTRUMENTS

MUNICIPAL LEASE OBLIGATIONS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO
ONLY)

16
<PAGE> 64

obligations. The SEC Staff has taken the position that open-end investment
companies may treat these obligations as liquid under guidelines established by
the Board of Trustees. Determination concerning the liquidity and proper
valuation of these obligations will include: the frequency of trades and quotes
for the obligation, the number of dealers willing to purchase or sell the
security and the number of potential buyers, the willingness of dealers to make
a market in the securities, the nature of the marketplace trades and the
likelihood that its marketability will be maintained throughout the time the
instrument is held by the Portfolio. The Board will be responsible for
determining the credit quality of any unrated lease obligations held by the
Portfolio, on an ongoing basis, including an assessment of the likelihood that
the lease will not be cancelled. The high quality municipal lease obligations in
which the Tax-Exempt Money Market Portfolio intends to invest generally are not
expected by the Board to present liquidity risks. Lease obligations will be
valued based on a standard spread that relates to general obligation securities
whose value is determined using a pricing service. Certificates of participation
in municipal lease obligations or installment sales contracts entitle the holder
to a proportionate interest in the lease-purchase payments made. Certificates of
participation typically are issued by municipalities and by banks and other
financial institutions.

MUNICIPAL SECURITIES (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

RESTRICTED SECURITIES (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

17
<PAGE> 65

SPECIAL CONSIDERATIONS OF FOREIGN INVESTMENTS (APPLICABLE TO GENERAL MONEY
MARKET PORTFOLIO ONLY)

The General Money Market Portfolio may invest in U.S. dollar-denominated
obligations of foreign branches of U.S. banks (Eurodollars), U.S. branches and
agencies of foreign banks (Yankee dollars), and foreign branches of foreign
banks. Euro and Yankee dollar investments involve risks that are different from
investments in securities of U.S. banks. These risks may include future
unfavorable political and economic developments, possible withholding taxes,
seizure of foreign deposits, currency controls, interest limitations or other
governmental restrictions which might affect payment of principal or interest.
Additionally, there may be less public information available about foreign banks
and their branches. Foreign branches of foreign banks are not regulated by U.S.
banking authorities, and generally are not bound by accounting, auditing and
financial reporting standards comparable to U.S. banks. Although the Sub-Adviser
carefully considers these factors when making investments, and subject to its
policy on concentration, the Portfolio does not limit the amount of its assets
which can be invested in any one type of instrument or in any foreign country.
The Portfolio will not invest 25% or more of its assets in Euro and Yankee
dollar investments and obligations of foreign branches of foreign banks.

18
<PAGE> 66

APPENDIX

NRSRO RATINGS

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Corporation ("S&P") commercial paper and bond ratings:

SHORT-TERM DEBT RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE HIGHEST
DESIGNATION IS AS FOLLOWS:

X Leading market positions in well-established industries.

X High rates of return on funds employed.

X Conservative capitalization structures with moderate reliance on
debt and ample asset protection.

X Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

X Well-established access to a range of financial markets and assured
sources of alternate liquidity.

MUNICIPAL OBLIGATIONS

S&P'S HIGHEST QUALITY RATING FOR SHORT-TERM STATE AND MUNICIPAL NOTES IS
DEFINED AS FOLLOWS:

SP-1 -- Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

19
<PAGE> 67

THE VALIANT FUND

CLASS D SHARES

<TABLE>
<S> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO GENERAL MONEY MARKET PORTFOLIO

U.S. TREASURY INCOME PORTFOLIO TAX-EXEMPT MONEY MARKET PORTFOLIO
</TABLE>

PROSPECTUS -- DECEMBER 15, 1998

<PAGE> 68

CONTENTS

2
<PAGE> 69

EXPENSE INFORMATION

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL TAX-EXEMPT
MONEY MARKET INCOME MONEY MARKET MONEY MARKET
PORTFOLIO PORTFOLIO** PORTFOLIO** PORTFOLIO**
------------- ------------- ------------ ------------
CLASS D CLASS D CLASS D CLASS D
<S> <C> <C> <C> <C>
Shareholder Transaction Expenses
Sales Load Imposed on Purchases.... None None None None
Sales Load Imposed on Reinvested
Dividends....................... None None None None
Deferred Sales Load................ None None None None
Redemption Fees.................... None None None None
Annual Fund Operating Expenses (as
a percentage of average net
assets)
Management Fees.................... 0.20% 0.20% 0.20% 0.20%
12b-1 Fees*........................ 0.50% 0.50% 0.50% 0.50%
Other Expenses
(after expense reimbursement)... 0.00% 0.00% 0.00% 0.00%
---- ---- ---- ----
Total Fund Operating Expenses
(after expense reimbursement.... 0.70% 0.70% 0.70% 0.70%
==== ==== ==== ====
</TABLE>

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

* The Trust has adopted a Distribution and Shareholder Servicing Plan for the
Class D Shares (the "Plan"). Payments under the Plan are authorized at the
rate of 0.50% of the average daily net assets. See "Management Fees and Other
Expenses" for further information on the Plan.

** As of the date of this Prospectus, the Class D shares of General Money Market
Portfolio, U.S. Treasury Income Portfolio and Tax-Exempt Portfolio have not
commenced operations.

Four classes of shares of the Trust are being offered by each Portfolio:
Class A, Class B, Class C and Class D shares. The classes are identical, except
that Class B shares, Class C shares and Class D shares are subject to differing
annual distribution and service fees. Class A shares are currently not subject
to an annual distribution and service fee. The Class B, Class C and Class D
shares' distribution and service fees will cause the Class B, Class C and Class
D shares to have a higher expense ratio and to pay lower dividends than Class A
shares, the Class C and Class D shares to have a higher expense ratio and to pay
lower dividends than the Class B shares, and the Class D shares to have a higher
expense ratio and to pay lower dividends than the Class C shares. This
Prospectus describes only the Class D shares. An investor may obtain
prospectuses relating to the Class A and Class B shares and Class C shares,
respectively, by calling the Distributor at 1-800-828-2176.

The purpose of this table is to assist an investor in understanding the
various costs and expenses that the investor will bear directly or indirectly.
Management fees are paid by each Portfolio to Integrity Management & Research,
Inc. (the "Manager") for managing its investments and business affairs. All
operating expenses except the Management Fee are paid by the Manager and are not
charged directly to an investor's account. There are no sales charges or
redemption fees. However, certain institutional investors may charge their
customers fees in addition to those described herein. See "Purchases and
Redemptions." The Manager has declared voluntary expense limitations for the
Class D shares of each Portfolio of 0.70% of average daily net assets of the
Class D shares. The Manager will voluntarily reimburse any expenses above the
expense limitations. The expense limitations are voluntary but will remain in
effect through December 1999. The expense limitations may be removed at any time
thereafter with 90 days' prior notice to existing shareholders. Non-recurring or
extraordinary expenses are generally excluded in the determination of expense
ratios of the Portfolios for purposes of

3
<PAGE> 70

EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at the end of each time period.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Treasury Money Market................ $7 $22 $39 $87
Portfolio U.S. Treasury Income
Portfolio............................... $7 $22 $39 $87
General Money Market Portfolio............ $7 $22 $39 $87
Tax-Exempt Money Market Portfolio......... $7 $22 $39 $87
</TABLE>

THE EXAMPLES ARE BASED ON ASSUMED PERFORMANCE LEVELS AND SHOULD NOT BE
CONSIDERED REPRESENTATIONS OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.

4
<PAGE> 71

INVESTMENT OBJECTIVES AND POLICIES

The General Money Market Portfolio invests in U.S. dollar-denominated
short-term debt securities including:

- Obligations of domestic and foreign banks or thrift organizations (such
as bankers' acceptances, time deposits and certificates of deposit);

- Corporate debt obligations, including commercial paper, notes and bonds
with remaining maturities of 397 days or less;

- U.S. Government Obligations and repurchase agreements backed by U.S.
Government Obligations; and

- Cash.

5
<PAGE> 72

WHO SHOULD INVEST

Each Portfolio is designed exclusively for investment of short-term monies
held by banks and other institutional investors.

It should be noted that the Portfolios are not FDIC insured.

6
<PAGE> 73

PURCHASES AND REDEMPTIONS

PURCHASES

REDEMPTIONS

an amount redeemed at any time by sending a letter of instruction with a
signature guarantee to the Transfer Agent, BISYS Fund Services Ohio, Inc., 3435
Stelzer Road, Columbus, Ohio 43219.

ADDITIONAL INFORMATION

Shareholder Services

STATEMENTS AND REPORTS

8
<PAGE> 75

MANAGEMENT OF THE PORTFOLIOS

MANAGEMENT FEES AND OTHER EXPENSES

Administrator. BISYS Fund Services Ohio, Inc., ("BISYS"), 3435 Stelzer
Road, Columbus, Ohio 43219, is the Administrator of the Trust.

9
<PAGE> 76

DISTRIBUTION AND SHAREHOLDER SERVICING PLAN

Integrity Investments, Inc., 871 Venetia Bay Boulevard, Suite 370, Venice,
Florida 34292, is the Trust's Distributor. The Trust has adopted a Distribution
and Shareholder Servicing Plan for the Class D Shares (the "Plan") which
provides for payment of up to 0.50% of each Portfolio's average daily net
assets, the purpose of which is to promote distribution of the Portfolios'
shares and to enhance the provision of shareholder services. Payments under the
Plan are authorized and will be made at the rate of 0.50% of each Portfolio's
average daily net assets for the Class D shares.

The Distributor shall determine the amounts to be paid to Service
Providers. Each Service Provider is required to disclose to its clients any
compensation payable to it by the Trust pursuant to the Plan and any other
compensation payable by its clients in connection with the investment of their
assets in Trust shares. The fees payable to the Distributor under the Plan for
advertising, marketing and distributing Class D shares and for payments to
Service Providers are payable without regard to actual expenses incurred by the
Distributor.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT

YEAR 2000 ISSUES

10
<PAGE> 77

VALUATION OF SHARES

DISTRIBUTIONS AND TAXES

Dividends out of net investment income will be declared daily and paid
monthly. Dividends for the U.S. Treasury Money Market Portfolio and the General
Money Market Portfolio are declared at 3:00 p.m. (Eastern time) to shareholders
of record at that time, and dividends for the U.S. Treasury Income Portfolio and
the Tax-Exempt Money Market Portfolio are declared at noon (Eastern time) to
shareholders of record at that time. Distributions of net long-term capital
gains and disposition gain, if any, for the year are made annually. All income
dividends are paid in cash and will automatically be made by wire unless the
investor has elected to reinvest such dividends in additional shares.

11
<PAGE> 78

Since all investment income is expected to be derived from earned interest,
it is anticipated that no part of any distribution will be eligible for the
dividends received deduction for corporations.

OTHER TAX INFORMATION

Annual statements as to the current federal tax status of distributions, if
applicable, are mailed to shareholders by January 31st following each tax year.

12
<PAGE> 79

PERFORMANCE INFORMATION

INVESTMENT RESTRICTIONS

3. Under normal market conditions, at least 80% of the value of the
Tax-Exempt Money Market Portfolio's total assets will be invested in
Municipal Securities.

13
<PAGE> 80

CERTAIN INVESTMENT STRATEGIES, POLICIES AND RISK CONSIDERATIONS

QUALITY AND MATURITY

Each Portfolio must limit its investments to obligations with remaining
maturities of 397 days or less and must maintain a dollar-weighted average
maturity of 90 days or less.

Unless otherwise indicated, each Portfolio may invest in the securities and
engage in the transactions described below.

AFFILIATED BANK TRANSACTIONS

REPURCHASE AGREEMENTS (APPLICABLE TO U.S. TREASURY MONEY MARKET PORTFOLIO,
GENERAL MONEY MARKET PORTFOLIO AND TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

REVERSE REPURCHASE AGREEMENTS (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

FORWARD COMMITMENTS AND "WHEN-ISSUED" SECURITIES

LENDING OF SECURITIES

LETTERS OF CREDIT

ZERO COUPON BONDS

U.S. GOVERNMENT OBLIGATIONS

VARIABLE AND FLOATING RATE INSTRUMENTS

MUNICIPAL LEASE OBLIGATIONS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO
ONLY)

MUNICIPAL SECURITIES (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

RESTRICTED SECURITIES (APPLICABLE TO GENERAL MONEY MARKET PORTFOLIO AND
TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

SPECIAL CONSIDERATIONS OF FOREIGN INVESTMENTS (APPLICABLE TO GENERAL MONEY
MARKET PORTFOLIO ONLY)

18
<PAGE> 85

FINANCIAL HIGHLIGHTS

The following information has been audited by PricewaterhouseCoopers LLP,
independent accountants, whose report thereon was unqualified. This information
is part of the Trust's financial statements which are included in the Trust's
Annual Report to Shareholders and incorporated by reference in the SAI. As of
the date of this Prospectus, General Money Market Portfolio, U.S. Treasury
Income Portfolio and Tax-Exempt Portfolio had not commenced Class D Shares
operations. The following information should be read in conjunction with the
financial statements and notes thereto.

U.S. TREASURY MONEY MARKET PORTFOLIO -- CLASS D

For a share outstanding throughout the period.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED PERIOD ENDED
8/31/98 8/31/97 8/31/96(1)
---------- ---------- ------------
<S> <C> <C> <C>
Net asset value, beginning of period................. $1.000 $1.000 $1.000
--------- --------- ---------
Income from investment operations:
Net investment income.............................. 0.048 0.047 0.015
--------- --------- ---------
Less distributions:
Dividends from net investment income............... (0.048) (0.047) (0.015)
--------- --------- ---------
Net asset value, end of period....................... $1.000 $1.000 $1.000
========= ========= =========
Total return(a)............................ 4.91% 4.78% 1.55%
Ratios/supplemental data:
Net assets, end of period (000's).................... $161,901 $101,401 $35,549
Ratios to average net assets:
Net investment income.............................. 4.79% 4.69% 4.68%(b)
Operating expenses................................. 0.70% 0.70% 0.70%(b)
Operating expenses before reimbursements/waivers... 0.70% 0.70% 0.70%(b)
</TABLE>

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

(1) The Portfolio commenced Class D shares operations on May 1, 1996.

(a) Total returns for period less than one year are not annualized, and had the
Manager not reimbursed and waived certain expenses, respectively, total
returns would have been lower.

(b) Annualized.

19
<PAGE> 86

APPENDIX

NRSRO RATINGS

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Corporation ("S&P") commercial paper and bond ratings:

SHORT-TERM DEBT RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE HIGHEST
DESIGNATION IS AS FOLLOWS:

- Leading market positions in well-established industries.

- High rates of return on funds employed.

- Conservative capitalization structures with moderate reliance on
debt and ample asset protection.

- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

MUNICIPAL OBLIGATIONS

S&P'S HIGHEST QUALITY RATING FOR SHORT-TERM STATE AND MUNICIPAL NOTES IS
DEFINED AS FOLLOWS:

SP-1 -- Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

20
<PAGE> 87
THE VALIANT FUND
U.S. Treasury Money Market Portfolio
U.S. Treasury Income Portfolio
General Money Market Portfolio
Tax-Exempt Money Market Portfolio

Class A, Class B, Class C and Class D Shares

STATEMENT OF ADDITIONAL INFORMATION

DECEMBER 15, 1998

This Statement of Additional Information ("SAI") is not a prospectus and should
be read in conjunction with the current Prospectuses for The Valiant Fund: U.S.
Treasury Money Market Portfolio, U.S. Treasury Income Portfolio, General Money
Market Portfolio and Tax-Exempt Money Market Portfolio (dated December 15,
1998). Please retain this SAI for future reference. To obtain additional copies
of this SAI or of the Prospectuses, please call Integrity Investments, Inc. (the
"Distributor") at 1-800-828-2176.

1
<PAGE> 88
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Investment Policies and Limitations...................................3
Portfolio Transactions...............................................13
Valuation of Portfolio Securities....................................14
Performance..........................................................14
Additional Purchase and Redemption Information.......................16
Dividends, Capital Gains Distributions and Taxes.....................17
Trustees and Officers................................................18
Investment Advisory Agreements.......................................20
Administration Agreement and Other Contracts.........................20
Description of the Trust.............................................22
</TABLE>

Investment Adviser
- ------------------
Integrity Management & Research, Inc. (the "Manager")

Sub-Adviser
- -----------
David L. Babson & Co. Inc. (the "Sub-Adviser")

Distributor
- -----------
Integrity Investments, Inc. (the "Distributor")

Administrator/Transfer Agent
- ----------------------------
BISYS Fund Services Ohio, Inc. (the "Administrator" and the "Transfer Agent")

Custodian:
- ----------
The Bank of New York (the "Custodian")

2
<PAGE> 89
INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the
Prospectuses. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a Portfolio's assets that may be
invested in any security or other assets, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined
immediately after and as a result of the Portfolio's acquisition of such
security or other asset. Any later increase or decrease resulting from a change
in values, net assets or other circumstances, will not be considered when
determining whether the investment complies with the Portfolio's investment
policies and limitations.

Fundamental policies and investment limitations may not be changed with respect
to any Portfolio without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the "1940 Act"))
of that Portfolio. The investment policies and limitations described in this
Statement of Additional Information are not fundamental and may be changed
without shareholder approval, except for the investment limitations specifically
identified as fundamental below.

U.S. TREASURY MONEY MARKET PORTFOLIO

The following are the U.S. Treasury Money Market Portfolio's fundamental
limitations. The Portfolio may not:

(1) with respect to 75% of the Portfolio's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S. Government
or any of its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Portfolio's total assets would be invested in the securities of that
issuer; or (b) the Portfolio would hold more than 10% of the outstanding voting
securities of that issuer;

(2) issue senior securities, except as permitted under the 1940 Act;

(3) borrow money, except that the Portfolio may borrow money for temporary or
emergency purposes (not for leveraging or investment) provided that the amount
does not exceed 33% of the Portfolio's total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that come to
exceed this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with this 33% limitation;

(4) underwrite securities issued by others, except to the extent that the
Portfolio may be considered an underwriter within the meaning of the Securities
Act of 1933, as amended ("1933 Act") in the disposition of restricted
securities;

(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities)
if, as a result, more than 25% of the Portfolio's total assets would be invested
in the securities of companies whose principal business activities are in the
same industry;

(6) purchase or sell real estate unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Portfolio from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);

(7) purchase or sell physical commodities (unless acquired as a result of
ownership of securities or other instruments) or commodity contracts, including
futures contracts;

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(8) lend any security or make any other loan if, as a result, more than 10% of
its total assets would be lent to other parties, but this limit does not apply
to purchases of debt securities or to repurchase agreements; or

(9) purchase the securities of other investment companies, except in connection
with a merger, consolidation, reorganization or acquisition of assets or in
accordance with the 1940 Act.

THE FOLLOWING LIMITATIONS OF THE U.S. TREASURY MONEY MARKET PORTFOLIO ARE NOT
FUNDAMENTAL AND MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The Portfolio does not currently intend during the coming year to purchase
the voting securities of any issuer.

(ii) The Portfolio does not currently intend during the coming year to sell
securities short, unless it owns or has the right, without payment of additional
consideration, to obtain securities equivalent in kind and amount to the
securities sold short.

(iii) The Portfolio does not currently intend during the coming year to purchase
securities on margin, except that the Portfolio may obtain such short-term
credits as are necessary for the clearance of transactions.

(iv) The Portfolio may borrow money only from a bank. The Portfolio will not
purchase any security while borrowings representing more than 5% of its total
assets are outstanding.

(v) The Portfolio does not currently intend during the coming year to purchase
any security or enter into a repurchase agreement if, as a result, more than 10%
of its net assets would be invested in repurchase agreements not entitling the
holder to payment of principal and interest within seven days and in securities
that are illiquid by virtue of legal or contractual restrictions on resale or
the absence of a readily available market.

(vi) The Portfolio does not currently intend during the coming year to make
loans, but this limit does not apply to purchases of debt securities or to
repurchase agreements.

(vii) The Portfolio does not currently intend during the coming year to invest
in oil, gas, or other mineral exploration or development programs or leases.

(viii) The Portfolio does not currently intend during the coming year to
purchase the securities of any issuer if those officers and Trustees of the
Trust and those officers and directors of the Manager or the Sub-Adviser who
individually own more than 1/2 of 1% of the securities of such issuer together
own more than 5% of such issuer's securities.

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U.S. TREASURY INCOME PORTFOLIO

THE FOLLOWING ARE THE U.S. TREASURY INCOME PORTFOLIO'S FUNDAMENTAL LIMITATIONS.
THE PORTFOLIO MAY NOT:

(2) issue senior securities, except as permitted under the 1940 Act;

(3) borrow money, except that the Portfolio may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii) in
combination do not exceed 33% of the Portfolio's total assets (including the
amount borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with this 33%
limitation;

(4) underwrite securities issued by others, except to the extent that the
Portfolio may be considered an underwriter within the meaning of the 1933 Act in
the disposition of restricted securities;

(6) purchase or sell real estate, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Portfolio from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);

(7) purchase or sell physical commodities (unless acquired as a result of
ownership of securities or other instruments) or commodity contracts, including
futures contracts;

(8) lend any security or make any other loan if, as a result, more than 10% of
its total assets would be lent to other parties, but this limit does not apply
to purchases of debt securities or to repurchase agreements; or

(9) purchase the securities of other investment companies except in connection
with a merger, consolidation, reorganization or acquisition of assets or in
accordance with the 1940 Act.

THE FOLLOWING LIMITATIONS OF THE U.S. TREASURY INCOME PORTFOLIO ARE NOT
FUNDAMENTAL AND MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The Portfolio does not currently intend during the coming year to purchase
the voting securities of any issuer.

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(iii) The Portfolio does not currently intend during the coming year to purchase
securities on margin, except that the Portfolio may obtain such short-term
credits as are necessary for the clearance of transactions.

(iv) The Portfolio may borrow money only (a) from a bank or (b) by engaging in
reverse repurchase agreements with any party (reverse repurchase agreements are
treated as borrowings for purposes of fundamental investment limitation (3)).
The Portfolio will not purchase any security while borrowings representing more
than 5% of its total assets are outstanding.

(vi) The Portfolio does not currently intend during the coming year to make
loans, but this limit does not apply to purchases of debt securities or to
repurchase agreements.

(vii) The Portfolio does not currently intend during the coming year to invest
in oil, gas, or other mineral exploration or development programs or leases.

Notwithstanding paragraph (3) and paragraphs (iv) through (vi) above, as a
matter of nonfundamental policy, the Portfolio will not engage in repurchase
agreement or reverse repurchase agreement transactions.

GENERAL MONEY MARKET PORTFOLIO

THE FOLLOWING ARE THE GENERAL MONEY MARKET PORTFOLIO'S FUNDAMENTAL LIMITATIONS.
THE PORTFOLIO MAY NOT:

(2) issue senior securities, except as permitted under the 1940 Act;

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(3) borrow money, except that the Portfolio may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii) in
combination do not exceed 33% of the Portfolio's total assets (including the
amount borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with this 33%
limitation;

(4) underwrite securities issued by others, except to the extent that the
Portfolio may be considered an underwriter within the meaning of the 1933 Act in
the disposition of restricted securities;

(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities,
or by domestic issuers which are banks, bank holding companies or similar
banking institutions) if, as a result, more than 25% of the Portfolio's total
assets would be invested in the securities of companies whose principal business
activities are in the same industry;

(7) purchase or sell physical commodities (unless acquired as a result of
ownership of securities or other instruments) or commodity contracts, including
futures contracts;

(9) purchase the securities of other investment companies except in connection
with a merger, consolidation, reorganization or acquisition of assets or in
accordance with the 1940 Act.

As a result of Rule 2a-7 promulgated under the 1940 Act (the "Rule"), the entire
portfolio (except with respect to U.S. Government securities) of the General
Money Market Portfolio is subject to the 5% limitation contained in investment
limitation (1) above. However, in accordance with the Rule, the General Money
Market Portfolio will be able to invest more than 5% (but no more than 25%) of
its total assets in the securities of a single issuer for a period of up to
three business days after the purchase thereof, provided that the Portfolio may
not hold more than one such investment at any one time. The Portfolio operates
in accordance with a non-fundamental operating policy which complies with the
Rule. Investment limitation (1) above would give the Portfolio the ability to
invest, with respect to 25% of the Portfolio's assets, more than 5% of its
assets in any one issuer in the event that the Rule were to be amended in the
future.

THE FOLLOWING LIMITATIONS OF THE GENERAL MONEY MARKET PORTFOLIO ARE NOT
FUNDAMENTAL AND MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The Portfolio does not currently intend during the coming year to purchase
the voting securities of any issuer.

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(iii) The Portfolio does not currently intend during the coming year to purchase
securities on margin, except that the Portfolio may obtain such short-term
credits as are necessary for the clearance of transactions.

(vi) The Portfolio does not currently intend during the coming year to make
loans, but this limit does not apply to purchases of debt securities or to
repurchase agreements.

(vii) The Portfolio does not currently intend during the coming year to invest
in oil, gas, or other mineral exploration or development programs or leases.

TAX-EXEMPT MONEY MARKET PORTFOLIO

THE FOLLOWING ARE THE TAX-EXEMPT MONEY MARKET PORTFOLIO'S FUNDAMENTAL
LIMITATIONS. THE PORTFOLIO MAY NOT:

(1) with respect to 75% of the Portfolio's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S. Government
or any of its agencies or instrumentalities) if, as a result, (a) more than 5%
of the Portfolio's total assets would be invested in the securities of that
issuer, or (b) the Portfolio would hold more than 10% of the outstanding voting
securities of that issuer;

(2) issue senior securities, except as permitted under the 1940 Act;

(3) borrow money, except that the Portfolio may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements; provided that (i) and (ii) in combination do not
exceed 33 % of the Portfolio's total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed this
amount will be reduced within three days (not including Sundays and holidays) to
the extent necessary to comply with this 33 % limitation;

(4) underwrite securities issued by others, except to the extent that the
Portfolio may be considered an underwriter within the meaning of the 1933 Act in
the disposition of restricted securities;

(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities,
or tax-exempt obligations issued or guaranteed by a U.S. territory or possession
or a state or local government, or a political subdivision of any of the
foregoing) if, as a result,

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more than 25% of the Portfolio's total assets would be invested in securities of
companies whose principal business activities are in the same industry;

(6) buy or sell real estate, unless acquired as a result of ownership of
securities or other instruments (but this shall not prevent the Portfolio from
investing in securities or other instruments backed by real estate or securities
of companies engaged in the real estate business);

(7) purchase or sell physical commodities (unless acquired as a result of
ownership of securities or other instruments) or commodity contracts, including
futures contracts;

(9) purchase the securities of other investment companies except in connection
with a merger, consolidation, reorganization or acquisition of assets or in
accordance with the 1940 Act.

THE FOLLOWING LIMITATIONS OF THE TAX-EXEMPT MONEY MARKET PORTFOLIO ARE NOT
FUNDAMENTAL AND MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The Portfolio does not currently intend during the coming year to purchase
the voting securities of any issuer.

(vi) The Portfolio does not currently intend during the coming year to make
loans, but this limit does not apply to purchases of debt securities or to
repurchase agreements.

(vii) The Portfolio does not currently intend during the coming year to invest
in oil, gas, or other mineral exploration or development programs or leases.

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own more than 1/2 of 1% of the securities of such issuer together own more than
5% of such issuer's securities.

INVESTMENT POLICIES OF THE PORTFOLIOS

DELAYED DELIVERY TRANSACTIONS. Each Portfolio may buy and sell securities on a
delayed delivery or when-issued basis. These transactions involve a commitment
by each Portfolio to purchase or sell specific securities at a predetermined
price and/or yield, with payment and delivery taking place after the customary
settlement period for that type of security (which may be more than seven days
in the future). Typically, no interest accrues to the purchaser until the
security is delivered.

When purchasing securities on a delayed delivery basis, each Portfolio assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because each Portfolio is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with the
Portfolios' other investments. If each Portfolio remains substantially fully
invested at a time when delayed delivery purchases are outstanding, the delayed
delivery purchases may result in a form of leverage. If the other party to a
delayed delivery transaction fails to deliver or pay for the securities, each
Portfolio could miss a favorable price or yield opportunity, or could suffer a
loss. When delayed delivery purchases are outstanding, each Portfolio will set
aside cash or appropriate liquid assets in a segregated custodial account to
cover its purchase obligations. Each Portfolio may renegotiate delayed delivery
transactions after they are entered into, and may sell underlying securities
before they are delivered, which may result in capital gains or losses.

VARIABLE AND FLOATING RATE DEMAND OBLIGATIONS are obligations that bear variable
or floating interest rates and carry rights that permit holders to demand
payment of the unpaid principal balance plus accrued interest from the issuers
or certain financial intermediaries. Floating rate securities have interest
rates that change whenever there is a change in a designated base rate while
variable rate instruments provide for a specified periodic adjustment in the
interest rate. These formulas are designed to result in a market value for such
obligations that approximates their par value. A demand instrument with a
conditional demand feature must have received both a short-term and a long-term
high quality rating, or, if unrated, have been determined to be of comparable
quality, and a demand instrument with an unconditional demand feature may be
acquired solely in reliance upon a short-term high quality rating or, if
unrated, upon a finding of comparable short-term quality, pursuant to procedures
adopted by the Trustees.

A variable rate instrument that matures in 397 days or less may be deemed to
have a maturity equal to the period remaining until the next readjustment of the
interest rate. A variable rate instrument that matures in greater than 397 days
but that is subject to a demand feature that is 397 days or less may be deemed
to have a maturity equal to the longer of the period remaining until the next
readjustment of the interest rate or the period remaining until the principal
amount can be recovered through demand. A floating rate instrument that is
subject to a demand feature may be deemed to have a maturity equal to the period
remaining until the principal amount may be recovered through demand. Each
Portfolio may purchase a demand instrument with a remaining final maturity in
excess of 397 days only if the demand feature can be exercised on no more than
30 days' notice (a) at any time or (b) at specific intervals not exceeding 397
days.

STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at an
exercise price equal to the amortized cost of the underlying security plus
accrued interest, if any, at the time of exercise. The Tax-Exempt Money Market
Portfolio may acquire standby commitments to enhance the liquidity of portfolio
securities, but only when the issuers of the commitments present minimal risk of
default.

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Ordinarily, the Tax-Exempt Money Market Portfolio will not transfer a standby
commitment to a third party, although it could sell the underlying Municipal
Security to a third party at any time. Standby commitments will not affect the
dollar-weighted average maturity of the Portfolio, or the valuation of the
securities underlying the commitments. The Portfolio may purchase standby
commitments separate from, or in conjunction with, the purchase of securities
subject to such commitments, in which case, the Portfolio would pay a higher
price for the securities acquired, thus reducing their yield to maturity.

Standby commitments are subject to certain risks, including the ability of
issuers to pay for securities at the time the commitments are exercised. The
fact that standby commitments are not marketable by the Portfolio, and that the
maturities of the underlying securities may be different from those of the
commitments, also present potential risks.

MUNICIPAL LEASE OBLIGATIONS. The Tax-Exempt Money Market Portfolio may invest a
portion of its assets in municipal leases and participation interests therein. A
participation interest gives the Portfolio a specified, undivided interest in
the obligation in proportion to its purchased interest in the total amount of
the obligation. These obligations, which may take the form of a lease, an
installment purchase, or a conditional sales contract, are issued by state and
local governments and authorities to acquire land and a wide variety of
equipment and facilities. Generally, the Portfolio will not hold such
obligations directly as a lessor of the property, but will purchase a
participation interest in a municipal obligation. Such participation interests
may be purchased from a municipality or from a bank or other third party.

Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. Leases, installment purchase, or
conditional sale contracts (which normally provide for title to the leased asset
to pass to the governmental issuer) have evolved as a means for governmental
issuers to acquire property and equipment without meeting their constitutional
and statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer has
no obligation to make future payments under the lease or contract unless money
is appropriated for such purpose by the appropriate legislative body on a yearly
or other periodic basis. Non-appropriation clauses free the issuer from debt
issuance limitations.

In determining the liquidity of a municipal lease obligation, the Sub-Adviser
will differentiate between simple or direct municipal leases and municipal
lease-backed securities, the latter of which may take the form of a lease-backed
revenue bond, a tax-exempt asset-backed security or any other investment
structure using a municipal lease-purchase agreement as its base. While the
former may present liquidity issues, the latter are based on a well-established
method of securing payment of a municipal lease obligation.

MUNICIPAL SECURITIES include general obligation securities, which are backed by
the full taxing power of a municipality, or revenue securities, which are backed
by revenues of a project or facility. Industrial development bonds are a type of
revenue bond backed by the credit and security of a private issuer and may
involve greater risk. Bond anticipation notes normally provide interim financing
in advance of an issue of bonds or notes, the proceeds of which are used to
repay anticipation notes. Tax and revenue anticipation notes are issued by
municipalities in expectation of future tax or other revenues, and are payable
from those specific taxes or revenues. Tax-exempt commercial paper is issued by
municipalities to help finance short-term capital or operating needs.

TAX-EXEMPT MONEY MARKET PORTFOLIO FEDERALLY TAXABLE OBLIGATIONS. The Tax-Exempt
Money Market Portfolio does not intend to invest in securities whose interest is
federally taxable; however, from time to time, the Portfolio may invest a
portion of its assets on a temporary defensive basis in fixed-income obligations
whose interest is subject to federal income tax.

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Should the Portfolio invest in taxable obligations, it would purchase securities
which in the judgment of the Sub-Adviser are of high quality. These would
include obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, obligations of domestic banks and repurchase agreements. The
Portfolio will purchase taxable obligations only if they meet its quality
requirements as set forth in the Prospectuses.

Proposals are introduced before Congress from time to time to restrict or
eliminate the federal income tax exemption for interest on Municipal Securities.
If such proposals were enacted, the availability of Municipal Securities and the
value of the Portfolio's holdings would be affected and the Trustees would
reevaluate the Tax-Exempt Money Market Portfolio's investment objective and
policies.

The Tax-Exempt Money Market Portfolio anticipates being as fully invested as
practicable in Municipal Securities. However, as a result of maturities of
portfolio securities, or sales of the Portfolio's shares, or in order to meet
redemption requests, there may be occasions when the Portfolio may hold cash
that is not earning income.

REPURCHASE AGREEMENTS are transactions in which a Portfolio purchases a security
and simultaneously commits to resell that security at an agreed upon price and
date within a number of days (usually not more than seven) from the date of
purchase.

All Portfolios, except the U.S. Treasury Income Portfolio, may enter into a
repurchase agreement with respect to any security in which it is authorized to
invest even though the underlying security matures in more than one year. The
resale price reflects the purchase price plus an agreed upon market rate of
interest which is unrelated to the coupon rate or maturity of the purchased
security. A repurchase agreement involves the obligation of the seller to pay
the agreed upon price. This obligation is in effect secured by the underlying
security having a value at least equal to the amount of the agreed upon resale
price and marked to market daily. A Portfolio will limit repurchase agreements
to those with parties whose creditworthiness has been reviewed and found
satisfactory by the Sub-Adviser.

REVERSE REPURCHASE AGREEMENTS permit each Portfolio, other than the U.S.
Treasury Money Market Portfolio and the U.S. Treasury Income Portfolio, to earn
additional income by selling securities to banks and primary dealers while
agreeing to repurchase them at an agreed upon time and price. Reverse repurchase
agreements involve the sale of securities held by a Portfolio pursuant to an
agreement to repurchase the securities at an agreed-upon price, date and
interest payment. A Portfolio may enter into reverse repurchase agreements when
it is able to purchase other securities which will produce more income than the
cost of the agreement, or for liquidity purposes. When effecting reverse
repurchase transactions, securities which are a permitted investment for the
Portfolio (i.e., obligations of domestic and foreign banks or thrift
organizations, corporate debt obligations, including commercial paper, notes and
bonds with remaining maturities of one year or less and U.S. Government
Obligations with respect to the General Money Market Portfolio and the
Tax-Exempt Money Market Portfolio; and Municipal Securities with respect to the
Tax-Exempt Money Market Portfolio) and are of a dollar amount equal in value to
the securities subject to the agreement will be maintained in a segregated
account with the Portfolio's custodian. Reverse repurchase agreements are
considered to be borrowings and would therefore be subject to a Portfolio's
fundamental borrowing limitation (3). The Tax-Exempt Money Market Portfolio will
only engage in reverse repurchase agreements for temporary or emergency purposes
and not for leverage or investment.

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In event of the bankruptcy of the other party to a reverse repurchase agreement
the Portfolio could experience delays in recovering securities. To the extent
that the value of securities may have decreased in the meantime, a Portfolio
could experience a loss. The creditworthiness of the other party to a reverse
repurchase transaction must be reviewed and found satisfactory by the
Sub-Adviser.

RESTRICTED SECURITIES. The General Money Market Portfolio and Tax-Exempt Money
Market Portfolio may purchase restricted securities that are not registered for
sale to the general public, but which provide the Portfolio with the right to
receive payment of principal and interest without penalty on demand (demand
feature) or can be resold to institutional investors. Institutional trading in
restricted securities is relatively new, and the liquidity of the Portfolio's
investments could be impaired if trading does not develop or declines. Provided
that the security has a demand feature or a dealer or institutional trading
market exists, these restricted securities are not treated as illiquid
securities.

PORTFOLIO TRANSACTIONS

The Sub-Adviser makes decisions to buy and sell securities for each Portfolio,
selects broker-dealers and negotiates commission rates. The selection of
broker-dealers is generally made based upon the price, quality of execution
services and/or research provided. Portfolio securities are normally purchased
directly from the issuer or from a market maker for the securities. Since
purchases and sales of portfolio securities by the Portfolios are usually
principal transactions, the Portfolios incur little or no brokerage commissions.
The purchase price paid to dealers serving as market makers may include a spread
between the bid and asked prices. The Portfolios may also purchase securities
from underwriters at prices which include a commission paid by the issuer to the
underwriter.

Each Portfolio requires that investments mature (or are deemed to mature) within
397 days or less. The amortized cost method of valuing portfolio securities
requires that each Portfolio maintain an average weighted portfolio maturity of
90 days or less. Both policies may result in relatively high portfolio turnover,
but since brokerage commissions are not normally paid on money market
instruments, the high rate of portfolio turnover is not expected to have a
material effect on the Portfolios' net income or expenses. Each Portfolio may
seek to profit from short-term trading, and may not always hold portfolio
securities to maturity.

The Sub-Adviser's primary consideration in effecting a security transaction is
to obtain the best net price and the most favorable execution of the order. To
the extent that the executions and prices offered by more than one dealer are
comparable, the Sub-Adviser may, at its discretion, effect transactions with
dealers that furnish statistical, research or other information or services
which are deemed by the Sub-Adviser to be beneficial to the Portfolios'
investment program. Certain research services furnished by dealers may be useful
to the Sub-Adviser's clients other than the Portfolios. Similarly, any research
services received by the Sub-Adviser through placement of portfolio transactions
of other clients may be of value to the Sub-Adviser in fulfilling its
obligations to the Portfolios. The Sub-Adviser is of the opinion that the
material received is beneficial in supplementing its research and analysis, and
therefore, may benefit the Portfolios by improving the quality of its investment
advice. The advisory fee paid by the Portfolios is not reduced because of the
receipt of such services.

The Sub-Adviser and its affiliates may manage other investment accounts, some of
which may have objectives similar to that of the Portfolios. It is possible that
at times, identical securities will be acceptable for one or more of such
investment accounts. However, the position of each account in the securities of
the same issue may vary and the length of time that each account may choose to
hold its investment in the securities of the same issue may likewise vary. Also,
the timing and amount of purchase by each account

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may be determined by its cash position. If the purchase or sale of securities
consistent with the investment policies of each Portfolio and one or more of
these accounts is considered at or about the same time, transactions in such
securities will be allocated in good faith among the Portfolios and such
accounts in a manner deemed equitable by the Sub-Adviser. The Sub-Adviser may
combine such transactions, in accordance with applicable laws and regulations,
in order to obtain the best net price and most favorable execution. The
allocation and combination of simultaneous securities purchases on behalf of
each Portfolio would be made in the same way that such purchases are allocated
among or combined with those of other such investment accounts. Simultaneous
transactions could adversely affect the ability of each Portfolio to obtain or
dispose of the full amount of security which it seeks to purchase or sell.

VALUATION OF PORTFOLIO SECURITIES

Each Portfolio values its investments on the basis of amortized cost, which
involves valuing an instrument at its cost and thereafter assuming a constant
accretion to maturity of any discount or amortization to maturity of any
premium. The amortized cost value of an instrument may be higher or lower than
the price a Portfolio would receive if it sold the instrument. During periods of
declining interest rates, each Portfolio's yields based on amortized cost may
tend to be higher than a yield based on market prices and estimates of market
prices. A new shareholder in a Portfolio would then be able to obtain a somewhat
higher yield than would result from investment in a fund using solely market
quotations to determine its net asset value per share while existing
shareholders would receive less investment income. In a period of rising
interest rates, the converse would apply. The valuation of a Portfolio's
instruments based upon amortized cost and the maintenance of its net asset value
per share at $1.00 is permitted in accordance with Rule 2a-7 under the 1940 Act.
Each Portfolio must adhere to certain conditions under Rule 2a-7 which are
summarized in the Prospectuses.

The Trustees have established procedures designed to stabilize each Portfolio's
net asset value per share calculated on the basis of amortized cost. The
Trustees review each Portfolio's holdings, at such intervals as they may deem
appropriate, to determine whether net asset value per share calculated by using
available market quotations would deviate from $1.00. The Trustees have agreed
to take such corrective action as they may deem necessary and appropriate, if
any such deviation would result in material dilution or otherwise would be
unfair to shareholders. This may include selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity, withholding dividends, redeeming shares in kind, or establishing net
asset value per share by using available market quotations.

PERFORMANCE

From time to time, each Portfolio of the Trust advertises its yield and
effective yield for each class of shares in advertisements or in reports or
other communications with shareholders and others. Both yield figures are based
on historical earnings and are not intended to indicate future performance.

The standardized annualized seven-day yield for each Portfolio for a class of
shares is computed by: (1) determining the net change exclusive of capital
changes, in the value of a hypothetical pre-existing account in a Portfolio
having a balance of one share of the relevant class at the beginning of a
seven-day period, for which the yield is to be quoted, (2) dividing the net
change in account value by the value of the account at the beginning of the base
period to obtain the base period return, and (3) annualizing the results (i.e.,
multiplying the base period return by 365/7). The net change in the value of the
account in each Portfolio includes the value of additional shares purchased with
dividends from the original share and dividends declared on both the original
share and any such additional shares, and all fees that are charged by a
Portfolio to all shareholder accounts in proportion to the length of the base
period, other than nonrecurring

14
<PAGE> 101

account and sales charges. For any account fees that vary with the size of the
account, the amount of fees charged would be computed with respect to the
Portfolio's mean (or median) account size. The capital changes to be excluded
from the calculation of the net change in account value are realized gains and
losses from the sale of securities and unrealized appreciation and depreciation.
The yields for each Portfolio for the seven-day period ended August 31, 1998
were:

<TABLE>
<CAPTION>
Portfolio Yield
--------- -----
<S> <C>
U.S. Treasury Money Market Portfolio - Class A 5.31%
U.S. Treasury Money Market Portfolio - Class B 5.06%
U.S. Treasury Money Market Portfolio- Class D 4.81%
General Money Market Portfolio - Class B 5.13%
Tax-Exempt Money Market Portfolio - Class A 3.18%
</TABLE>

The effective compound yield quotation for each Portfolio and class is computed
by adding 1 to the unannualized base period return (calculated as described
above), raising the sum to a power equal to 365 divided by 7, and subtracting 1
from the result. The effective yields for each Portfolio for the seven-day
period ended August 31, 1998 were:

<TABLE>
<CAPTION>
Portfolio Yield
--------- -----
<S> <C>
U.S. Treasury Money Market Portfolio - Class A 5.46%
U.S. Treasury Money Market Portfolio - Class B 5.19%
U.S. Treasury Money Market Portfolio- Class D 4.93%
General Money Market Portfolio - Class A 5.53%
General Money Market Portfolio - Class B 5.26%
Tax-Exempt Money Market Portfolio - Class A 3.23%
</TABLE>

In addition to the current yield, the Portfolios may quote yields in advertising
based on any historical seven day period.

Yield information may be useful in reviewing each Portfolio's performance and
for providing a basis for comparison with other investment alternatives. Each
Portfolio's yield will fluctuate, unlike investments which pay a fixed yield for
a stated period of time. Investors should give consideration to the quality and
maturity of portfolio securities of the respective investment companies when
comparing investments.

In addition, the Tax-Exempt Money Market Portfolio may calculate a "tax
equivalent yield" and "tax equivalent effective yield" for each class of shares.
The tax equivalent yield shows the taxable yield an investor would have to earn,
before taxes, to equal the class's tax-free yield. The tax equivalent yield for
the class is computed by dividing that portion of the class's yield which is
tax-exempt by one minus a stated income tax rate and adding the product to that
portion, if any, of the class's computed yield that is not tax-exempt. The tax
equivalent yield for the Tax-Exempt Money Market Portfolio Class A shares for
the seven days ended August 31, 1998 was 5.21%. The tax equivalent effective
yield for the class is computed by dividing that portion of the class's
effective yield which is tax-exempt by one minus a stated income tax rate and
adding the product to that portion, if any, of the class's computed effective
yield that is not tax-exempt. The tax equivalent effective yield for the
Tax-Exempt Money Market Portfolio Class A shares for the seven days ended August
31, 1998 was 5.30%. Tax equivalent and tax equivalent effective yields assume
the payment of federal income taxes at a rate of 39% or another applicable
stated rate. Of course, no assurance can be given that any of the classes of
shares of the Tax-Exempt Money Market Portfolio will achieve any specific
tax-exempt yield. While the Portfolio invests principally in

15
<PAGE> 102
obligations the interest from which is exempt from federal income tax, other
income received by the Portfolio may be taxable.

From time to time, in advertisements or in reports to shareholders, the yields
of the Portfolios, as a measure of their performance, may be quoted and compared
to those of other mutual funds with similar investment objectives and to other
relevant indexes or to rankings prepared by independent services or other
financial or industry publications that monitor the performance of mutual funds.
The Portfolios may compare their performance or the performance of securities in
which they may invest to: IBC/Donoghue's Money Fund Average TM/Total
Institutions Only Average; Government Only Institutions Only; and Tax-Free
Institutions Only, which are average yields of various types of money market
funds that include the effect of compounding distributions. The Portfolios'
yield data may be reported in national financial publications including, but not
limited to, "Money Magazine", "Forbes", "Barron's", "The Wall Street Journal"
and "The New York Times", or in publications of a local or regional nature.

Each Portfolio may also compare its performance to other mutual funds,
especially to those with similar investment objectives. These comparisons may be
based on data published by IBC/Donoghue's Money Fund Report(R) of Holliston, MA
01746, or by Lipper Analytical Services, Inc. (Lipper, sometimes referred to as
Lipper Analytical Services), an independent service located in Summit, New
Jersey that monitors the performance of mutual funds. Each Portfolio may compare
its performance to the yields or averages of other money market securities as
reported by the Federal Reserve Bulletin, by TeleRate, a financial information
network, or by Salomon Brothers Inc., a broker-dealer firm; and other
fixed-income investments such as Certificates of Deposit (CDs). The principal
value and interest rate of CDs and money market securities are fixed at the time
of purchase whereas each Portfolio's yield will fluctuate. Unlike some CDs and
certain other money market securities, money market mutual funds, and the
Portfolios in particular, are not insured by the FDIC. Investors should give
consideration to the quality and maturity of the portfolio securities of the
respective investment companies when comparing investment alternatives. The
Portfolios may reference the growth and variety of money market mutual funds and
the Manager's or Sub-Adviser's skill and participation in the industry.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

If the Trustees determine that existing conditions make cash payment
undesirable, redemption payments may be made in whole or in part in securities
or other property, valued for this purpose as they are valued in computing each
Portfolio's net asset value per share. Shareholders receiving securities or
other property on redemption may realize a gain or loss for tax purposes and
will incur any costs of sale, as well as the associated inconveniences.

The Trust is open for business and its net asset value per share is calculated
every day that both the Boston and New York Federal Reserve Banks and the New
York Stock Exchange (NYSE) are open. On any day when either the Boston or New
York Federal Reserve Bank or the NYSE closes early, the right is reserved to
advance the time on that day by which purchase and redemption orders must be
received. To the extent that the Portfolios' securities are traded in other
markets on days when the Boston and New York Federal Reserve Bank or the NYSE is
closed, the Portfolios' net asset value per share may be affected when investors
may not purchase or redeem shares.

16
<PAGE> 103
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Dividends. Dividends from the Trust will not normally qualify for the
dividends-received deduction available to corporations, since the Portfolios'
income is primarily derived from interest income and short-term capital gains.
Depending upon state law, a portion of each Portfolio's dividends attributable
to interest income derived from U.S. Government Obligations may be exempt from
state and local taxation. The Portfolios will provide information on the portion
of each Portfolio's dividends, if any, that qualifies for this exemption.

Dividends derived from the Tax-Exempt Money Market Portfolio's tax-exempt income
are not subject to federal income tax, but must be reported to the IRS by
shareholders. Exempt-interest dividends are included in income for purposes of
computing the portion of social security and railroad retirement benefits that
may be subject to federal tax. If the Portfolio earns taxable income or capital
gains from its investments, these amounts will be designated as taxable
distributions. Dividends derived from taxable investment income and short-term
capital gains are taxable as ordinary income.

The Tax-Exempt Money Market Portfolio will send a tax statement showing the
amount of tax-exempt distributions for the previous calendar year by January
31st.

Each Portfolio's distributions are taxable when they are paid, except that
distributions declared in October, November or December to shareholders of
record in those months and paid in January of the following year are taxable as
if paid on December 31st.

CAPITAL GAINS DISTRIBUTIONS. The Portfolios may distribute capital gains once a
year or more often as necessary to maintain their net asset value per share at
$1.00 or to comply with distribution requirements under federal tax law. The
Portfolios do not anticipate earning long-term capital gains on securities held.

TAX STATUS OF THE TRUST. Each Portfolio intends to continue to qualify as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended (the "Code"), so that each Portfolio will not be liable for federal
income or excise taxes on net investment income, net long-term or capital gains
to the extent that these are distributed to shareholders in accordance with
applicable provisions of the Code.

17
<PAGE> 104
TRUSTEES AND OFFICERS

The Trustees and executive officers of the Trust are listed below. Each Trustee
that is an "interested person" (as defined by the 1940 Act) by virtue of his
affiliation with the Trust, or the Manager or the Distributor, is indicated by
an asterisk (*).

<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE POSITION(S) HELD WITH PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
REGISTRANT
<S> <C> <C>
John S. Culbertson Trustee Retired. Trust Consultant with Fidelity
1995 Lake Marshall Drive Investments Institutional Services Co. from 1990
Gibsonia, PA 15044 to 1993.
68

Rufus C. Cushman, Jr. Trustee Retired. Money Manager with Fidelity Management &
10 Corn Point Road Research Corp. from 1968 through 1994.
Marblehead, MA 01945
65

Richard F. Curcio* President, Trustee, Founded Integrity Investments, Inc. (a
871 Venetia Bay Boulevard Chairman of the Board of broker/dealer) and Integrity Management &
Suite 370 Trustees Research, Inc.(an investment adviser) in 1992, and
Venice, FL 34292 is currently President and Director of each.
51 Senior Vice President/Regional Manager for
Fidelity Institutional Services Company from 1987
to 1992. Associated with Fidelity Distributors
from 1979 to 1992.

H. Willis Day, Jr. Trustee Retired. Former Senior Vice President of
35 Beach Avenue Southeast Bank, FLA, N.A.
Kennebunk Beach, ME 04043
73

Roger F. Dumas Trustee Private investor since 1987.
151 Tremont Street
Boston, MA 02111
63

Kenneth J. Phelps* Trustee President, Principal and Director of Reliance
5545 Cross Gate Court, N.W. Trust Company, Atlanta, GA since 1992. Chairman,
Atlanta, GA 30327 Chief Executive Officer and Director, C&S/Sovran
57 Trust Company, Inc. from 1987 to 1992.
</TABLE>

18
<PAGE> 105

<TABLE>
<CAPTION>
<S> <C> <C>
Susan M. Schwartz Vice President, Secretary Operations Manager of Integrity Investments, Inc.
871 Venetia Bay Boulevard and Treasurer since 1993. Account Officer of Fidelity
Suite 370 Investments from 1985 to 1993.
Venice, FL 34292
35

Robert Melley Vice President, Assistant Senior Vice President of Integrity Investments,
871 Venetia Bay Boulevard Secretary and Assistant Inc. since April 1994. Senior Vice President of
Suite 370 Treasurer Fidelity Distributors, Inc. from 1981 to 1994.
Venice, FL 34292
60
</TABLE>

The Trust pays each Trustee who is not affiliated with the Manager or the
Sub-Adviser (the "Independent Trustees") an annual fee of $1,000 plus $1,000 for
each meeting attended and reimburses travel and other expenses incurred in
attending such meetings. The Trust's officers and Trustees who are affiliated
with the Manager or the Sub-Adviser are paid by the Manager. During the fiscal
year ended August 31, 1998, the Trust paid an aggregate of $ 20,000 to the
Independent Trustees. The following table shows compensation by Trustee for the
fiscal year ended August 31, 1998.

<TABLE>
COMPENSATION TABLE
<CAPTION>
AGGREGATE PENSION OR RETIREMENT ESTIMATED ANNUAL
NAME OF PERSON, COMPENSATION FROM THE BENEFITS ACCRUED AS PART BENEFITS UPON
POSITION TRUST OF FUND EXPENSES RETIREMENT
<S> <C> <C> <C>
John S. Culbertson $5,000 None None
Trustee

Rufus C. Cushman $5,000 None None
Trustee

Richard F. Curcio None None None
President, Trustee,
Chairman of the
Board of Trustees

H. Willis Day, Jr. $5,000 None None
Trustee

Roger F. Dumas $5,000 None None
Trustee

Kenneth J. Phelps None None None
Trustee
</TABLE>

19
<PAGE> 106

As of October 28, 1998, the Trustees and officers of the Trust, as a group,
owned less than 1% of the outstanding shares of any class of any Portfolio of
the Trust except that the Trustees and officers of the Trust, as a group, may be
deemed to have beneficially owned 100% of the Class B shares of the Tax-Exempt
Money Market Portfolio, the Class B shares of the U.S. Treasury Income
Portfolio, the Class C and D shares of the General Money Market Portfolio and
Class C of the U.S. Treasury Money Market Portfolio.

INVESTMENT ADVISORY AGREEMENTS

Each Portfolio employs the Manager to furnish investment advisory and other
services to the Portfolio. Under the Management Agreement with each Portfolio,
the Manager is authorized to appoint one or more sub-advisers at the Manager's
expense. David L. Babson & Co. Inc. acts as Sub-Adviser and, subject to the
supervision of the Trustees and of the Manager, directs the investments of each
Portfolio in accordance with its investment objective, policies and limitations.

The Manager pays all the Portfolio expenses with the following exceptions: the
fees and expenses of the Trustees who are not "interested persons" of the Trust;
interest on borrowings; taxes; expenses incurred by Class B, Class C and Class D
shares pursuant to the Distribution and Shareholder Servicing Plans, if any; and
such extraordinary non-recurring expenses as may arise, including litigation to
which the Trust may be party, and any obligation it may have to indemnify its
officers and Trustees with respect to such litigation.

For managing its investment and business affairs, each Portfolio pays to the
Manager the fees set forth in the Prospectuses. The Manager pays the Sub-Adviser
the fee set forth in the Prospectuses.

FOR FISCAL YEAR LISTED, THE PORTFOLIO PAID THE MANAGER:
- -------------------------------------------------------

<TABLE>
<CAPTION>
Fiscal Year U.S. Treasury Money U.S. Treasury General Money Market Tax-Exempt Money
Ended Market Portfolio Income Portfolio Portfolio Market Portfolio
<S> <C> <C> <C> <C>
8/31/98 $936,822 $36,010 $897,707 $514,182
8/31/97 $823,706 $33,215 $975,895 $528,012
8/31/96 $385,690 $ 8,578 $958,106 $572,477
</TABLE>

FOR FISCAL YEAR LISTED, THE PORTFOLIO PAID THE SUB-ADVISER:
- -----------------------------------------------------------

<TABLE>
<CAPTION>
Fiscal Year U.S. Treasury Money U.S. Treasury General Money Market Tax-Exempt Money
Ended Market Portfolio Income Portfolio Portfolio Market Portfolio
<S> <C> <C> <C> <C>
8/31/98 $332,963 $12,605 $317,968 $182,645
8/31/97 $293,764 $11,785 $345,965 $188,730
8/31/96 $145,722 $ 6,319 $363,469 $217,873
</TABLE>

20
<PAGE> 107

ADMINISTRATION AGREEMENT AND OTHER CONTRACTS

ADMINISTRATOR. BISYS Fund Services Ohio, Inc. ("BISYS") serves as Administrator
to the Trust pursuant to an administration agreement dated September 1, 1998
(the "Administration Agreement") between the Trust, BISYS and the Manager. The
Administration Agreement continues in effect until August 31, 2000, ("Initial
Term"). Thereafter, unless otherwise terminated as provided herein, this
Agreement shall be renewed automatically for successive one-year periods
("Rollover Periods"). This Agreement may be terminated without penalty (i) by
provision of a notice of nonrenewal in the manner set forth in the
Administration Agreement, (ii) by mutual agreement of the parties or (iii) for
"cause," as defined in the Administration Agreement, upon the provision of 60
days advance written notice by the party alleging cause. In addition, subject to
the payment obligation set forth in the Administration Agreement, this Agreement
may be terminated during any Rollover Period upon the provision of 90 days
advance written notice of termination. Written notice of nonrenewal must be
provided within 60 days of the end of the Initial Term or any Rollover Period,
as the case may be. The Administration Agreement contains provisions limiting
the liability of BISYS and requiring its indemnification by the Trust. Pursuant
to the Administration Agreement, BISYS provides the Trust with general office
facilities and supervises the overall administration of the Fund, including
among other responsibilities, assisting in the preparation and filing of all
documents required for compliance by the Trust with applicable laws and
regulations and arranging for the maintenance of books and records of the Trust.
BISYS provides persons (including directors, officers or other employees of
BISYS or its affiliates) satisfactory to the Board of Trustees to serve as
officers of the Trust. BISYS is a wholly owned indirect subsidiary of BISYS
Group, Inc., which is headquartered in Little Falls, New Jersey, and through its
subsidiaries provides a comprehensive array of products and services to
financial institutions and corporate clients including: mutual fund distribution
and administration, retirement plan services, insurance distribution and support
services and image and data processing outsourcing.

Pursuant to the Administration Agreement, the Manager pays BISYS compensation at
the following annualized rates for each Portfolio:

.025% for portfolio assets of $1.2 billion and less
.0125% for portfolio assets greater than $1.2 billion

21
<PAGE> 108

Custodian. The Bank of New York, ("Custodian") 90 Washington Street, New York,
New York 10286, is the Custodian for each Portfolio under custodian agreements
with respect to each Portfolio.

FUND ACCOUNTING SERVICES. BISYS provides certain Fund accounting services
pursuant to a Fund Accounting Agreement dated September 1, 1998 (the "Fund
Accounting Agreement") between the Trust, BISYS and the Manager and shall
continue in effect with respect to a Portfolio, unless earlier terminated by
either party hereto as provided hereunder, until August 31, 2000. The Fund
Accounting Agreement's provisions for termination, limitation of liability and
indemnification are similar to those of the Trust's Administration Agreement.
Under the Fund Accounting Agreement, BISYS maintains all Fund books and records
required under Rule 31a-1 under the Investment Company Act, performs daily
accounting services and provides additional Fund reporting and record keeping
requirements.

Pursuant to the Fund Accounting Agreement, BISYS is entitled to receive a fee
from the Manager for each Portfolio (except U.S. Treasury Income Portfolio) in
accordance with the following schedule, subject to a monthly minimum fee of
$3000 for up to four (4) classes for each Portfolio:

.0225% of each Portfolio's average daily net assets up to $100 million;

.0125% of each Portfolio's average daily net assets in excess of $100
million up to $200 million; and

.005% of each Portfolio's average daily net assets in excess of $200
million.

Pursuant to the Fund Accounting Agreement, BISYS is entitled to receive a fee
from the U.S. Treasury Income Portfolio for those months during which the
Portfolio is operational, in accordance with the following schedule, subject to
a monthly minimum fee of $200:

.0225% of the Portfolio's average daily net assets up to $100 million;

.0125% of the Portfolio's average daily net assets in excess of $100
million up to $200 million; and

.005% of the Portfolio's average daily net assets in excess of $200
million.

TRANSFER AGENT. BISYS, 3435 Stelzer Road, Columbus, Ohio 43219, also serves as
transfer agent and dividend disbursing agent for the Fund pursuant to a separate
agreement, the Transfer Agency Agreement.

22
<PAGE> 109

DISTRIBUTOR. Integrity Investments, Inc. (the "Distributor"), located at 871
Venetia Bay Boulevard, Suite 370, Venice, Florida 34292, sells shares of each
Portfolio as agent on behalf of the Trust at no additional cost to the Trust.

DISTRIBUTION AND SHAREHOLDER SERVICING PLANS. The Trustees of the Trust have
adopted a Distribution and Shareholder Servicing Plan for the Class A shares and
Class B shares, a Distribution and Shareholder Servicing Plan for the Class C
shares and a Distribution and Shareholder Servicing Plan for the Class D shares
(collectively, the "Plans") of each Portfolio of the Trust pursuant to Rule
12b-1 (the "Rule") under the 1940 Act. The Rule provides in substance that a
mutual fund may not engage directly or indirectly in financing any activity that
is intended primarily to result in the sale of shares of the fund except
pursuant to a plan adopted by the fund under the Rule. The Trustees have adopted
the Plans to allow each Portfolio to incur certain expenses that might be
considered to constitute direct or indirect payment of distribution expenses.
Under the Plans, each Portfolio, subject to Trustee authorization, may pay the
Distributor a monthly fee to compensate it for expenses it bears and services it
provides in the distribution of shares and the provisions of shareholder support
services. The fees that may be paid by the respective classes of the Portfolios
under the Plans are set forth in the respective Prospectuses. For the fiscal
year ended August 31, 1998, the Class B shares of the U.S. Treasury Money Market
Portfolio and the General Money Market Portfolio paid distribution costs of
$748,044 and $40,292, respectively and Class D shares of the U.S. Treasury Money
Market Portfolio paid distribution costs of $671,044 pursuant to their
respective Plans. The Plans also recognize that the Manager, the Sub-Adviser and
the Distributor may each use its fees and other resources to pay expenses
associated with the promotion and administration of activities primarily
intended to result in the sale of shares. Distribution-related services include,
but are not limited to, the following: advertising the availability of services
and products; designing material to send to customers and developing methods of
making such materials accessible to customers; providing information about the
product needs of customers; providing facilities to solicit sales and to answer
questions from prospective and existing investors about the Portfolios;
receiving and answering correspondence from prospective investors, including
requests for sales literature, prospectuses and statements of additional
information; displaying and making sales literature and prospectuses available
on the service organization's premises; acting as liaison between shareholders
and the Portfolios, including obtaining information from the Portfolios and
providing performance and other information about the Portfolios; and providing
additional personal services and/or shareholder account maintenance services or
additional distribution-related services.

The Plans have been approved by the Trustees. As required by the Rule, the
Trustees considered all pertinent factors relating to the implementation of the
Plans prior to their approval, and have determined that there is a reasonable
likelihood that the Plans will benefit Class A, Class B, Class C and Class D
shares of each Portfolio and its shareholders. To the extent that the Plans give
the Manager and Distributor greater flexibility in connection with the
distribution of shares of the Portfolios, additional sales of the Portfolios'
shares may result.

23
<PAGE> 110
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been fully defined, in the opinion of the Trust and
the Manager, it should not prohibit banks from being paid for investment
advisory, shareholder servicing, administrative services and recordkeeping, nor
should it prevent the Manager or the Portfolios from compensating third parties
for performing such functions. If, because of changes in law or regulation, or
because of new interpretations of existing law, a bank or the Trust were
prevented from continuing these arrangements, it is expected that the Trustees
would make other arrangements for these services and that shareholders would not
suffer adverse financial consequences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed herein,
and banks and other financial institutions may be required to register as
dealers pursuant to state law.

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. The U.S. Treasury Money Market Portfolio, U.S. Treasury
Income Portfolio, General Money Market Portfolio and Tax-Exempt Money Market
Portfolio are portfolios of The Valiant Fund.There are presently four Portfolios
of the Trust, each of which offers Class A, Class B, Class C and Class D shares.
The Trust was established as a Massachusetts business trust under the laws of
The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
January 29, 1993 (the "Trust Declaration"). A copy of the Trust Declaration is
on file with the Secretary of The Commonwealth of Massachusetts. The Trust, a
diversified, open-end management investment company, is not required to hold
annual meetings of shareholders and does not intend to hold shareholder meetings
unless required by the 1940 Act. Holders of shares representing 10% or more of
the outstanding shares of the Trust may call a meeting for the purpose of voting
on the removal of one or more Trustees. Special meetings may be called for the
purpose of conducting specific items of Trust business.

Shareholders receive one vote for each dollar (or a proportionate fractional
vote for each fraction of a dollar) of net asset value per share owned. The
shares of each Portfolio are classified into four classes. Each Portfolio votes
separately with respect to issues affecting only that Portfolio. Holders of a
particular class of shares have the exclusive right to vote on matters submitted
to shareholders pertaining only to that class. Pursuant to the Trust
Declaration, the Trustees have the authority to create additional Portfolios and
to issue additional classes of shares for each Portfolio of the Trust, subject
to receipt of any required regulatory approval. Shareholders may direct any
questions they may have about the Trust to the Distributor at 1-800-828-2176.

The assets of the Trust received for the issue or sale of shares of each
Portfolio and all income, earnings, profits and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such Portfolio, and
constitute the underlying assets of such Portfolio. The underlying assets of
each Portfolio are segregated on the books of account, and are to be charged
with the liabilities with respect to such Portfolio and with a share of the
general expenses of the Trust. Expenses with respect to the Trust are to be
allocated in proportion to the asset value of the respective Portfolios except
where allocations of direct expense or class specific expense can otherwise be
fairly made. The officers of the Trust, subject to the general supervision of
the Trustees, have the power to determine which expenses are allocable to a
given Portfolio or class thereof, or which are general or allocable to all of
the Portfolios. In the event of the dissolution or liquidation of the Trust,
shareholders of each class of each Portfolio are entitled to receive the
underlying assets of such class of such Portfolio available for distribution.

SHAREHOLDER AND TRUSTEE LIABILITY. The Trust is an entity of the type commonly
known as a "Massachusetts business trust." Under Massachusetts law, shareholders
of such trust may, under certain circumstances, be held personally liable for
the obligations of the Trust. The Declaration of Trust provides that the Trust
shall not have any claim against shareholders except for the payment of the
purchase price of

24
<PAGE> 111
shares and requires that each agreement, obligation or instrument entered into
or executed by the Trust or the Trustees shall include a provision limiting the
obligations created thereby to the Trust and its assets. The Declaration of
Trust provides for indemnification out of each Portfolio's property of any
shareholders held personally liable for the obligations of the Portfolio. The
Declaration of Trust also provides that each Portfolio shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the Portfolio and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Portfolio itself would be unable to meet
its obligations. The Trustees believe that, in view of the above, the risk of
personal liability to shareholders is remote.

The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or wrongdoing, but
nothing in the Declaration of Trust protects a Trustee against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.

VOTING RIGHTS. Each Portfolio's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion or exchange rights; the
voting and dividend rights, and the right of redemption are described in the
Prospectuses. Shares are fully paid and nonassessable, except as set forth under
the heading "Shareholder and Trustee Liability" above. Holders of shares
representing 10% or more of the votes represented by all outstanding shares of
the Trust or a Portfolio may, as set forth in the By-Laws, call meetings of the
Trust or a Portfolio or Class for any purpose related to the Trust or a
Portfolio, as the case may be, including, in the case of a meeting of the entire
Trust, the purpose of voting on removal of one or more Trustees. The Trust or
any Portfolio may be terminated upon the sale of its assets to another open-end
management investment company, if approved by vote of the holders of shares
representing a majority of the votes represented by all outstanding shares of
the Trust or the Portfolio. If not so terminated, the Trust and the Portfolios
will continue indefinitely.

PRINCIPAL HOLDERS OF SECURITIES. As of October 28, 1998, to the knowledge of the
Trust's Management, the following persons owned of record or beneficially 5% or
more of the outstanding shares of any class of a Portfolio.

General Money Market Portfolio Class A: David L. Babson & Co., One Memorial
Drive, Cambridge, MA 02142, 7.75%; Evergreen Select Income Plus Fund, State
Street Bank & Trust, 200 Berkley Street, Boston, MA 02116, 10.49%; First Union
National Bank, 1525 West Wt. Harris Blvd., Charlotte, NC 28288, 74.66%.*

General Money Market Portfolio Class B: Relico c/o Reliance Trust Company, PO
Box 48449, Atlanta, GA 30362, 100%.*

U.S. Treasury Money Market Portfolio Class A: Turtle & Co., ACM, PO Box 9427,
Boston, MA 02209, 24.51%; Relico c/o Reliance Trust Company, PO Box 48449,
Atlanta, GA 30362, 69.59%.*

U.S. Treasury Money Market Portfolio Class B: Sun Bank National Association,
Suntrust Bank, Atlanta, PO Box 105504, Atlanta, GA 30348, 100%.*

U.S. Treasury Money Market Portfolio Class D: Sun Bank National Association,
Suntrust Bank, Atlanta, PO Box 105504, Atlanta, GA 30348, 100%.*

25
<PAGE> 112

U.S. Treasury Money Market Portfolio-Class D: First Union National Bank, 1525
West Wt. Harris Boulevard, Charlotte, NC 28288, 84.48%; Reliance Trust Company,
P.O. Box 48449, Atlanta, GA 30362, 14.68%.*

Tax-Exempt Money Market Portfolio-Class A: First Union National Bank, 1525 West
Wt. Harris Boulevard, Charlotte, NC 28288, 94.54%.*

Integrity Investments, Inc., 871 Venetia Bay Boulevard, Venice, FL 34292, owned
100% of : the Class C and Class D shares of the General Money Market Portfolio,
the Class B shares of the Tax-Exempt Money Market Portfolio, the Class C shares
of the U.S. Treasury Money Market Portfolio and the Class A and B shares of the
U.S. Treasury Income Portfolio.

*Any person or organization owning 25% or more of the outstanding shares of a
Portfolio may be presumed to "control" (as that term is defined in the 1940 Act)
such Portfolio. The Trust has adopted a code of ethics which contains a policy
on personal securities transactions by "access persons." That policy complies,
in all material respects, with the recommendations of the Investment Company
Institute.

INDEPENDENT ACCOUNTANTS. PricewaterhouseCoopers LLP, 100 East Broad Street,
Suite, 2100, Columbus, Ohio 43215, serves as the Trust's independent accountants
providing services including (1) audit of annual financial statements, (2)
assistance and consultation in connection with SEC filings, and (3) review of
the annual federal income tax returns filed on behalf of the Portfolios.

FINANCIAL STATEMENTS. The Trust's audited financial statements for the fiscal
year ended August 31, 1998, including the notes thereto and the report of
PricewaterhouseCoopers LLP thereon are incorporated herein by reference from the
Trust's 1998 Annual Report to Shareholders. A copy of the 1998 Annual Report to
Shareholders accompanies the delivery of this SAI.

26
<PAGE> 113
PART C
The Valiant Fund

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

A. FINANCIAL STATEMENTS INCLUDED IN THIS POST-EFFECTIVE AMENDMENT

INCLUDED IN PART A: FINANCIAL HIGHLIGHTS

Incorporated by reference to Part B are audited financial
statements for the period ended August 31, 1998 as
contained in and filed with the SEC in the Trust's Annual
Report as follows:

Report of PricewaterhouseCoopers LLP Independent Auditors

Statements of Assets and Liabilities
Statements of Operations
Statements of Changes in Net Assets

Schedule of Investments

Notes to Financial Statements

B. EXHIBITS

1 Agreement and Declaration of Trust, dated January 29,
1993, as amended was previously filed in
Pre-Effective Amendment No. 2 on July 29, 1993 and
refiled in P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

2 Bylaws, dated January 29, 1993, as amended were
previously filed in Post-Effective Amendment No. 1 on
December 29, 1993 and refiled in P.E.A. 6 as filed
December 19, 1997 and is incorporated herein by
reference.

3 None

4 None

5(a) Form of Notice with respect to the Management
Agreement was previously filed in Post-Effective
Amendment No. 2 on March 12, 1993 and refiled in
P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

5(b) Management Agreement between Integrity Management &
Research, Inc. ("Manager") and the Registrant dated
July 29, 1993 was previously filed in Post-Effective
Amendment No. 1 on December 29, 1993 and refiled in
P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

5(c) Form of Notice with respect to the Sub-Adviser
Agreement was previously filed in Post-Effective
Amendment No. 2 on March 12, 1993 and refiled in
P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

C-1
<PAGE> 114

5(d) Form of Sub-Adviser Agreement between the Manager and
David L. Babson & Co. Inc. dated as of June 30, 1995
was previously filed in Post-Effective Amendment No.
4 on October 31, 1995 and refiled in P.E.A. 6 as
filed December 19, 1997 and is incorporated herein by
reference.

6(a) Form of Notice with respect to the Distribution
Agreement was previously filed in Post-Effective
Amendment No. 2 on March 12, 1993 and refiled in
P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

6(b) Distribution Agreement between the Manager, Integrity
Investments, Inc., and the Registrant dated July 29,
1993 was previously filed in Post-Effective Amendment
No. 1 on December 29, 1993 and refiled in P.E.A. 6 as
filed December 19, 1997 and is incorporated herein by
reference.

7 None.

8 Custody Agreement between The Bank of New York, the
Manager and the Registrant.

9(a) Administration Agreement between BISYS Fund Services
Ohio, Inc., the Manager and the Registrant dated
September 1, 1998.

9(b) Transfer Agency Agreement between BISYS Fund Services
Ohio, Inc., the Manager and the Registrant dated
September 1, 1998.

9(c) Fund Accounting Agreement between BISYS Fund Services
Ohio, Inc., the Manager and the Registrant dated
September 1, 1998.

10 Opinion and consent of Counsel was previously filed
in Pre-Effective Amendment No. 1 on June 4, 1993 and
refiled in P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

11 Consent of Independent Accountants.

12 Financial Statements - See A above.

13 Subscription Agreement dated June 1, 1993 was
previously filed in Pre-Effective Amendment No. 1 on
June 14, 1993 and refiled in P.E.A. 6 as filed
December 19, 1997 and is incorporated herein by
reference.

14 None.

C-2
<PAGE> 115

15(a) Form of Distribution and Shareholder Servicing Plan
for Class D Shares was previously filed in
Post-Effective Amendment No. 4 on October 31, 1995
and refiled in P.E.A. 6 as filed December 19, 1997
and is incorporated herein by reference.

15(b) Form of Distribution and Shareholder Servicing Plan
for Class C Shares was previously filed in
Post-Effective Amendment No. 4 on October 31, 1995
and refiled in P.E.A. 6 as filed December 19, 1997
and is incorporated herein by reference.

15(c) Form of Amendment No. 2 to the Distribution and
Shareholder Servicing Plan was previously filed in
Post-Effective Amendment No. 4 on October 31, 1995
and refiled in P.E.A. 6 as filed December 19, 1997
and is incorporated herein by reference.

15(d) Amendment No. 1 to the Distribution and Shareholder
Servicing Plan the form of which was previously filed
in Post-Effective Amendment No. 2 on March 12, 1993
and refiled in P.E.A. 6 as filed December 19, 1997
and is incorporated herein by reference.

15(e) Distribution and Shareholder Servicing Plan dated
July 29, 1993 was previously filed in Post-Effective
Amendment No. 1 on December 29, 1993 and refiled in
P.E.A. 6 as filed December 19, 1997 and is
incorporated herein by reference.

17 Financial Data Schedule.

18 Form of Plan for Multiple Classes of Shares was
previously filed in Post-Effective Amendment No. 4 on
October 31, 1995 and refiled in P.E.A. 6 as filed
December 19, 1997 and is incorporated herein by
reference.

19(b) Powers of Attorney, previously filed in
Post-Effective Amendment No. 3 on November 17, 1994
and Post-Effective Amendment No. 4 on October 31,
1995 and refiled in P.E.A. 6 as filed December 19,
1997 and is incorporated herein by reference.

Item 25. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

Registrant is not controlled by or under common control with any
person.

C-3
<PAGE> 116

Item 27. INDEMNIFICATION

Article VIII of Registrant's Agreement and Declaration of Trust
provides that each of its Trustees and each Officer (and his
heirs, executors, and administrators) may be indemnified against
all liabilities and expense arising out of the defense or
disposition of any action, suit, or other proceeding in which such
person may be or may have been involved by reason of being or
having been such a Trustee or Officer, except with respect to any
matter as to which such person otherwise would be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
person's office.

Insofar as indemnification for liability arising under the 1933
Act may be permitted to Trustees, Officers and Controlling Persons
of registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Registrant of
expenses incurred or paid by a Trustee, Officer or Controlling
Person of Registrant in the successful defense of any action, suit
or proceeding) is asserted by such Trustee, Officer or controlling
Person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

C-4
<PAGE> 117
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

(a) The description of Integrity Management & Research, Inc. (the
"Manager") under the caption "Management of the Portfolios" in
the Prospectus which is Part A to this Registration Statement
is incorporated herein by reference. Mr. Curcio is the sole
officer of the Manager since October, 1992 and holds no other
positions in any business profession or employment.

(b) David L. Babson and Co. Inc. ("Babson") Cambridge, MA is an
investment adviser registered under the Investment Advisers'
Act of 1940, as amended (the "Advisers Act") and serves as
Sub-Adviser to the Registrant. David L. Babson and Co. Inc. is
an indirect, wholly-owned subsidiary of Mass Mutual Life
Insurance Company. To the knowledge of Registrant, none of the
directors or officers of Integrity Investments or David L.
Babson and Co. Inc. is or has been at any time during the past
two fiscal years engaged in any other business profession,
vocation or employment of a substantial nature, except that
certain directors and officers of David L. Babson and Co. Inc.
may also hold positions with, David L. Babson and Co. Inc.'s
parent.

Set forth below are the names and principal businesses of the
directors and certain of the senior executive officers of David L.
Babson and Co. Inc. who are engaged in any other business,
profession, vocation or employment of a substantial nature.

<TABLE>
DAVID L. BABSON AND COMPANY INCORPORATED
<CAPTION>
Position with David L. Babson and
Name Company, Incorporated Other Business Connections
- ---- --------------------- --------------------------
<S> <C> <C>
Hanl Khalil Findakly Director Potomac Babson Inc.

James Walter MacAllen Director, President, Chief Potomac Babson Inc.
Executive Officer and Chief
Investment Officer

Edward Louis Martin Director, Executive Vice President None

Peter Conkling Schlieman Managing Director, Executive Vice None
President

Roland Whiting Whitridge Director, Senior Vice President None

Jonathan Buck Treat Senior Vice President None

Frank Louis Tarantino Chief Operating Officer, Clerk None
and Senior Vice President
</TABLE>

C-5
<PAGE> 118

Item 29. PRINCIPAL UNDERWRITERS

(a) Integrity Investments, Inc. (the "Underwriter") does not act
as the principal underwriter of any other investment company.

(b) The following table presents certain information with respect
to each director and officer of the Distributor.

<TABLE>
<CAPTION>
NAME AND PRINCIPAL ADDRESS POSITIONS AND OFFICES POSITIONS AND OFFICES
WITH UNDERWRITER WITH REGISTRANT
<S> <C> <C>
Richard Curcio President, Director President, Chairman of
Integrity Investments, Inc. Board of Trustees
871 Venetia Bay Boulevard, Suite 370
Venice, Florida 34292
</TABLE>

Item 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act
of 1940 and Rule 31a-1 thereunder will be maintained at the
offices of:

(a) David L. Babson & Co. Inc., One Memorial Drive, Cambridge, MA
02142 (records relating to its functions as sub-investment
adviser).

(b) Integrity Investments, 871 Venetia Bay Boulevard, Suite 370,
Venice, FL 34292 (records relating to service as distributor).

(c) BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus,
Ohio 43219 (records relating to service as administrator, fund
accountant and transfer agent).

(d) Bank of New York, 90 Washington Street, New York, New York
10286 (records relating to services as Custodian).

C-6
<PAGE> 119
Item 31. MANAGEMENT SERVICES

Not applicable

Item 32. UNDERTAKINGS

Not applicable

C-7
<PAGE> 120

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for the effectiveness of this amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereto duly authorized, in the City of North Quincy and
Commonwealth of Massachusetts on the 24 day of November, 1998.

The Valiant Fund
By: RICHARD F. CURCIO*
----------------------------
Richard F. Curcio, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities indicated on the 24th day of November, 1998.

SIGNATURE TITLE
- --------- -----
/s/ Susan M. Schwartz
- ------------------------------ Vice President, Treasurer and Secretary
Susan M. Schwartz

JOHN S. CULBERTSON* Trustee
- ------------------------------
John S. Culbertson

RICHARD F. CURCIO* Trustee and President
- ------------------------------
Richard F. Curcio

RUFUS C. CUSHMAN, JR.* Trustee
- ------------------------------
Rufus C. Cushman, Jr.

HENRY W. DAY, JR.* Trustee
- ------------------------------
Henry W. Day, Jr.

ROGER F. DUMAS* Trustee
- ------------------------------
Roger F. Dumas

KENNETH J. PHELPS* Trustee
- ------------------------------
Kenneth J. Phelps

*By: Susan M. Schwartz
------------------------
Susan M. Schwartz
Attorney-in-Fact

<PAGE> 1
EXHIBIT 8

CUSTODY AGREEMENT

Agreement made as of this day of , 1998, between THE
VALIANT FUND, a Massachusetts business trust organized and existing under the
laws of the Commonwealth of Massachusetts, having its principal office and place
of business at 1800 Second Street, Sarasota, Florida 34236 (hereinafter called
the "Fund"), and THE BANK OF NEW YORK, a New York corporation authorized to do a
banking business, having its principal office and place of business at One Wall
Street, New York, New York 10286 (hereinafter called the "Custodian").

W I T N E S S E T H :

that for and in consideration of the mutual promises hereinafter set forth, the
Fund and the Custodian agree as follows:

ARTICLE I.

DEFINITIONS

Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

1. "Authorized Persons" shall be deemed to include any person, whether
or not such person is an officer or employee of the Fund, duly authorized by the
Board of Trustees of the Fund to execute any Certificate, instruction, notice or
other instrument on behalf of the Fund and listed in the Certificate annexed
hereto as Appendix A or such other Certificate as may be received by the
Custodian from time to time.

2. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for United States and federal agency securities, its successor
or successors and its nominee or nominees.

3. "Certificate" shall mean any notice, instruction, or other
instrument in writing, authorized or required by this Agreement to be given to
the Custodian which is actually received by the Custodian and signed on behalf
of the Fund by any two Authorized Persons, and the term Certificate shall also
include Instructions.

4. "Depository" shall mean The Depository Trust Company ("DTC"), a
clearing agency registered with the Securities and Exchange Commission, its
successor or successors and its nominee or nominees. The term "Depository" shall
further mean and

<PAGE> 2

include any other person authorized to act as a depository under the Investment
Company Act of 1940, its successor or successors and its nominee or nominees,
specifically identified in a certified copy of a resolution of the Fund's Board
of Trustees specifically approving deposits therein by the Custodian.

5. "Instructions" shall mean instructions communications transmitted by
electronic or telecommunications media including S.W.I.F.T.,
computer-to-computer interface, dedicated transmission line, facsimile
transmission signed by an Authorized Person and tested telex.

6. "Money Market Security" shall be deemed to include, without
limitation, certain Reverse Repurchase Agreements, debt obligations issued or
guaranteed as to interest and principal by the government of the United States
or agencies or instrumentalities thereof, any tax, bond or revenue anticipation
note issued by any state or municipal government or public authority, commercial
paper, certificates of deposit and bankers' acceptances, repurchase agreements
with respect to the same and bank time deposits, where the purchase and sale of
such securities normally requires settlement in federal funds on the same day as
such purchase or sale.

7. "Oral Instructions" shall mean verbal instructions actually received
by the Custodian from an Authorized Person or from a person reasonably believed
by the Custodian to be an Authorized Person.

8. "Reverse Repurchase Agreement" shall mean an agreement pursuant to
which the Fund sells Securities and agrees to repurchase such Securities at a
described or specified date and price.

9. "Security" shall be deemed to include, without limitation, Money
Market Securities, Call Options, Put Options, Stock Index Options, Stock Index
Futures Contracts, Stock Index Futures Contract Options, Financial Futures
Contracts, Financial Futures Contract Options, Reverse Repurchase Agreements,
common stocks and other securities having characteristics similar to common
stocks, preferred stocks, debt obligations issued by state or municipal
governments and by public authorities, (including, without limitation, general
obligation bonds, revenue bonds, industrial bonds and industrial development
bonds), bonds, debentures, notes, mortgages or other obligations, and any
certificates, receipts, warrants or other instruments representing rights to
receive, purchase, sell or subscribe for the same, or evidencing or representing
any other rights or interest therein, or any property or assets.

10. "Senior Security Account" shall mean an account maintained and
specifically allocated to a Series under the

- 2 -

<PAGE> 3

terms of this Agreement as a segregated account, by recordation or otherwise,
within the custody account in which certain Securities and/or other assets of
the Fund specifically allocated to such Series shall be deposited and withdrawn
from time to time in accordance with Certificates received by the Custodian in
connection with such transactions as the Fund may from time to time determine.

11. "Series" shall mean the various portfolios, if any, of the Fund
listed on Appendix B hereto as amended from time to time.

12. "Shares" shall mean the shares of beneficial interest of the Fund,
each of which is, in the case of a Fund having Series, allocated to a particular
Series.

ARTICLE II.

APPOINTMENT OF CUSTODIAN

1. The Fund hereby constitutes and appoints the Custodian as custodian
of the Securities and money at any time owned by the Fund during the period of
this Agreement.

2. The Custodian hereby accepts appointment as such custodian and
agrees to perform the duties thereof as hereinafter set forth.

ARTICLE III.

CUSTODY OF CASH AND SECURITIES

1. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, the Fund will deliver or cause to be delivered to the Custodian
all Securities and all money owned by it, at any time during the period of this
Agreement, and shall specify with respect to such Securities and money the
Series to which the same are specifically allocated. The Custodian shall
segregate, keep and maintain the assets of the Series separate and apart. The
Custodian will not be responsible for any Securities and money not actually
received by it. The Custodian will be entitled to reverse any credits made on
the Fund's behalf where such credits have been previously made and money is not
finally collected. The Fund shall deliver to the Custodian a certified
resolution of the Board of Trustees of the Fund, substantially in the form of
Exhibit A hereto, approving, authorizing and instructing the Custodian on a
continuous and on-going basis to deposit in the Book-Entry System all
Securities eligible for deposit therein, regardless of the Series to which the
same are specifically allocated and to utilize the Book-Entry System to the
extent

- 3 -

<PAGE> 4

possible in connection with its performance hereunder, including, without
limitation, in connection with settlements of purchases and sales of Securities,
loans of Securities and deliveries and returns of Securities collateral. Prior
to a deposit of Securities specifically allocated to a Series in the Depository,
the Fund shall deliver to the Custodian a certified resolution of the Board of
Trustees of the Fund, substantially in the form of Exhibit B hereto, approving,
authorizing and instructing the Custodian on a continuous and ongoing basis
until instructed to the contrary by a Certificate actually received by the
Custodian to deposit in the Depository all Securities specifically allocated to
such Series eligible for deposit therein, and to utilize the Depository to the
extent possible with respect to such Securities in connection with its
performance hereunder, including, without limitation, in connection with
settlements of purchases and sales of Securities, loans of Securities, and
deliveries and returns of Securities collateral. Securities and money deposited
in either the Book-Entry System or the Depository will be represented in
accounts which include only assets held by the Custodian for customers,
including, but not limited to, accounts in which the Custodian acts in a
fiduciary or representative capacity and will be specifically allocated on the
Custodian's books to the separate account for the applicable Series.

2. The Custodian shall establish and maintain separate accounts, in the
name of each Series, and shall credit to the separate account for each Series
all money received by it for the account of the Fund with respect to such
Series. Money credited to a separate account for a Series shall be disbursed by
the Custodian only:

(a) as hereinafter provided;

(b) pursuant to Certificates setting forth the name and
address of the person to whom the payment is to be made, the Series account from
which payment is to be made and the purpose for which payment is to be made; or

(c) in payment of the fees and in reimbursement of the
expenses and liabilities of the Custodian attributable to such Series.

3. Promptly after the close of business on each day, the Custodian
shall furnish the Fund with confirmations and a summary, on a per Series basis,
of all transfers to or from the account of the Fund for a Series, either
hereunder or with any co-custodian or sub-custodian appointed in accordance with
this Agreement during said day. Where Securities are transferred to the account
of the Fund for a Series, the Custodian shall also by book-entry or otherwise
identify as belonging to such Series a quantity of Securities in a fungible bulk
of Securities registered in the name of the Custodian (or its nominee) or shown
on the Custodian's account on the books of

- 4 -

<PAGE> 5

the Book-Entry System or the Depository. At least monthly and from time to time,
the Custodian shall furnish the Fund with a detailed statement, on a per Series
basis, of the Securities and money held by the Custodian for the Fund.

4. Except as otherwise provided in paragraph 7 of this Article and in
Article VIII, all Securities held by the Custodian hereunder, which are issued
or issuable only in bearer form, except such Securities as are held in the
Book-Entry System, shall be held by the Custodian in that form; all other
Securities held hereunder may be registered in the name of the Fund, in the name
of any duly appointed registered nominee of the Custodian as the Custodian may
from time to time determine, or in the name of the Book-Entry System or the
Depository or their successor or successors, or their nominee or nominees. The
Fund agrees to furnish to the Custodian appropriate instruments to enable the
Custodian to hold or deliver in proper form for transfer, or to register in the
name of its registered nominee or in the name of the Book-Entry System or the
Depository any Securities which it may hold hereunder and which may from time to
time be registered in the name of the Fund. The Custodian shall hold all such
Securities specifically allocated to a Series which are not held in the
Book-Entry System or in the Depository in a separate account in the name of such
Series physically segregated at all times from those of any other person or
persons.

5. Except as otherwise provided in this Agreement and unless otherwise
instructed to the contrary by a Certificate, the Custodian by itself, or through
the use of the Book-Entry System or the Depository with respect to Securities
held hereunder and therein deposited, shall with respect to all Securities held
for the Fund hereunder in accordance with preceding paragraph 4:

(a) collect all income, dividends and distributions due or
payable;

(b) give notice to the Fund and present payment and collect
the amount payable upon such Securities which are called, but only if either (i)
the Custodian receives a written notice of such call, or (ii) notice of such
call appears in one or more of the publications listed in Appendix C annexed
hereto, which may be amended at any time by the Custodian without the prior
notification or consent of the Fund;

(d) surrender Securities in temporary form for definitive
Securities;

(e) execute, as custodian, any necessary declarations or
certificates of ownership under the Federal Income

- 5 -

<PAGE> 6

Tax Laws or the laws or regulations of any other taxing authority now or
hereafter in effect;

(f) hold directly, or through the Book-Entry System or the
Depository with respect to Securities therein deposited, for the account of a
Series, all rights and similar securities issued with respect to any Securities
held by the Custodian for such Series hereunder; and

(g) deliver to the Fund all notices, proxies, proxy soliciting
materials, consents and other written information (including, without
limitation, notices of tender offers and exchange offers, pendency of calls,
maturities of Securities and expiration of rights) relating to Securities held
pursuant to this Agreement which are actually received by the Custodian, such
proxies and other similar materials to be executed by the registered owner (if
Securities are registered otherwise than in the name of the Fund), but without
indicating the manner in which proxies or consents are to be voted.

6. Upon receipt of a Certificate and not otherwise, the Custodian,
directly or through the use of the Book-Entry System or the Depository, shall:

(a) execute and deliver to such persons as may be designated
in such Certificate proxies, consents, authorizations, and any other instruments
whereby the authority of the Fund as owner of any Securities held by the
Custodian hereunder for the Series specified in such Certificate may be
exercised;

(b) deliver any Securities held by the Custodian hereunder for
the Series specified in such Certificate in exchange for other Securities or
cash issued or paid in connection with the liquidation, reorganization,
refinancing, merger, consolidation or recapitalization of any corporation, or
the exercise of any conversion privilege and receive and hold hereunder
specifically allocated to such Series any cash or other Securities received in
exchange;

(c) deliver any Securities held by the Custodian hereunder for
the Series specified in such Certificate to any protective committee,
reorganization committee or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or sale of assets of any
corporation, and receive and hold hereunder specifically allocated to such
Series such certificates of deposit, interim receipts or other instruments or
documents as may be issued to it to evidence such delivery;

(d) make such transfers or exchanges of the assets of the
Series specified in such Certificate, and take such other steps as shall be
stated in such Certificate to be for

- 6 -

<PAGE> 7

the purpose of effectuating any duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund; and

(e) present for payment and collect the amount payable upon
Securities not described in preceding paragraph 5(b) of this Article which may
be called as specified in the Certificate.

ARTICLE IV.

PURCHASE AND SALE OF SECURITIES

1. Promptly after each purchase of Securities by the Fund, the Fund
shall deliver to the Custodian (i) with respect to each purchase of Securities
which are not Money Market Securities, a Certificate, and (ii) with respect to
each purchase of Money Market Securities, a Certificate or Oral Instructions,
specifying with respect to each such purchase: (a) the Series to which such
Securities are to be specifically allocated; (b) the name of the issuer and the
title of the Securities; (c) the number of shares or the principal amount
purchased and accrued interest, if any; (d) the date of purchase and settlement;
(e) the purchase price per unit; (f) the total amount payable upon such
purchase; (g) the name of the person from whom or the broker through whom the
purchase was made, and the name of the clearing broker, if any; and (h) the name
of the broker to whom payment is to be made. The Custodian shall, upon receipt
of Securities purchased by or for the Fund, pay to the broker specified in the
Certificate out of the money held for the account of such Series the total
amount payable upon such purchase, provided that the same conforms to the total
amount payable as set forth in such Certificate or Oral Instructions.

2. Promptly after each sale of Securities by the Fund, other than any
Reverse Repurchase Agreement, the Fund shall deliver to the Custodian (i) with
respect to each sale of Securities which are not Money Market Securities, a
Certificate, and (ii) with respect to each sale of Money Market Securities, a
Certificate or Oral Instructions, specifying with respect to each such sale: (a)
the Series to which such Securities were specifically allocated; (b) the name of
the issuer and the title of the Security; (c) the number of shares or principal
amount sold, and accrued interest, if any; (d) the date of sale; (e) the sale
price per unit; (f) the total amount payable to the Fund upon such sale; (g) the
name of the broker through whom or the person to whom the sale was made, and the
name of the clearing broker, if any; and (h) the name of the broker to whom the
Securities are to be delivered. The Custodian shall deliver the Securities
specifically allocated to such Series to the broker specified in the Certificate
against payment of the total amount payable to the Fund upon

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<PAGE> 8

such sale, provided that the same conforms to the total amount payable as set
forth in such Certificate or Oral Instructions.

ARTICLE V.

REVERSE REPURCHASE AGREEMENTS

1. Promptly after the Fund enters a Reverse Repurchase Agreement with
respect to Securities and money held by the Custodian hereunder, the Fund shall
deliver to the Custodian a Certificate, or in the event such Reverse Repurchase
Agreement is a Money Market Security, a Certificate or Oral Instructions
specifying: (a) the Series for which the Reverse Repurchase Agreement is
entered; (b) the total amount payable to the Fund in connection with such
Reverse Repurchase Agreement and specifically allocated to such Series; (c) the
broker or dealer through or with whom the Reverse Repurchase Agreement is
entered; (d) the amount and kind of Securities to be delivered by the Fund to
such broker or dealer; (e) the date of such Reverse Repurchase Agreement; and
(f) the amount of cash and/or the amount and kind of Securities, if any,
specifically allocated to such Series to be deposited in a Senior Security
Account for such Series in connection with such Reverse Repurchase Agreement.
The Custodian shall, upon receipt of the total amount payable to the Fund
specified in the Certificate or Oral Instructions make the delivery to the
broker or dealer, and the deposits, if any, to the Senior Security Account,
specified in such Certificate or Oral Instructions.

2. Upon the termination of a Reverse Repurchase Agreement described in
preceding paragraph 1 of this Article, the Fund shall promptly deliver a
Certificate or, in the event such Reverse Repurchase Agreement is a Money Market
Security, a Certificate or Oral Instructions to the Custodian specifying: (a)
the Reverse Repurchase Agreement being terminated and the Series for which same
was entered; (b) the total amount payable by the Fund in connection with such
termination; (c) the amount and kind of Securities to be received by the Fund
and specifically allocated to such Series in connection with such termination;
(d) the date of termination; (e) the name of the broker or dealer with or
through whom the Reverse Repurchase Agreement is to be terminated; and (f) the
amount of cash and/or the amount and kind of Securities to be withdrawn from the
Senior Securities Account for such Series. The Custodian shall, upon receipt of
the amount and kind of Securities to be received by the Fund specified in the
Certificate or Oral Instructions, make the payment to the broker or dealer, and
the withdrawals, if any, from the Senior Security Account, specified in such
Certificate or Oral Instructions.

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<PAGE> 9

ARTICLE VI.

LOAN OF PORTFOLIO SECURITIES OF THE FUND

1. Promptly after each loan of portfolio Securities specifically
allocated to a Series held by the Custodian hereunder, the Fund shall deliver or
cause to be delivered to the Custodian a Certificate specifying with respect to
each such loan: (a) the Series to which the loaned Securities are specifically
allocated; (b) the name of the issuer and the title of the Securities, (c) the
number of shares or the principal amount loaned, (d) the date of loan and
delivery, (e) the total amount to be delivered to the Custodian against the loan
of the Securities, including the amount of cash collateral and the premium, if
any, separately identified, and (f) the name of the broker, dealer, or financial
institution to which the loan was made. The Custodian shall deliver the
Securities thus designated to the broker, dealer or financial institution to
which the loan was made upon receipt of the total amount designated as to be
delivered against the loan of Securities. The Custodian may accept payment in
connection with a delivery otherwise than through the Book-Entry System or
Depository only in the form of a certified or bank cashier's check payable to
the order of the Fund or the Custodian drawn on New York Clearing House funds
and may deliver Securities in accordance with the customs prevailing among
dealers in securities.

2. Promptly after each termination of the loan of Securities by the
Fund, the Fund shall deliver or cause to be delivered to the Custodian a
Certificate specifying with respect to each such loan termination and return of
Securities: (a) the Series to which the loaned Securities are specifically
allocated; (b) the name of the issuer and the title of the Securities to be
returned, (c) the number of shares or the principal amount to be returned, (d)
the date of termination, (e) the total amount to be delivered by the Custodian
(including the cash collateral for such Securities minus any offsetting credits
as described in said Certificate), and (f) the name of the broker, dealer, or
financial institution from which the Securities will be returned. The Custodian
shall receive all Securities returned from the broker, dealer, or financial
institution to which such Securities were loaned and upon receipt thereof shall
pay, out of the money held for the account of the Fund, the total amount payable
upon such return of Securities as set forth in the Certificate.

ARTICLE VII.

CONCERNING SENIOR SECURITY ACCOUNTS

1. The Custodian shall, from time to time, make such deposits to, or
withdrawals from, a Senior Security Account as

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<PAGE> 10

specified in a Certificate received by the Custodian. Such Certificate shall
specify the Series for which such deposit or withdrawal is to be made and the
amount of cash and/or the amount and kind of Securities specifically allocated
to such Series to be deposited in, or withdrawn from, such Senior Security
Account for such Series. In the event that the Fund fails to specify in a
Certificate the Series, the name of the issuer, the title and the number of
shares or the principal amount of any particular Securities to be deposited by
the Custodian into, or withdrawn from, a Senior Securities Account, the
Custodian shall be under no obligation to make any such deposit or withdrawal
and shall so notify the Fund.

ARTICLE VIII.

PAYMENT OF DIVIDENDS OR DISTRIBUTIONS

1. The Fund shall furnish to the Custodian a copy of the resolution of
the Board of Trustees of the Fund, certified by the Secretary or any Assistant
Secretary, either (i) setting forth with respect to the Series specified therein
the date of the declaration of a dividend or distribution, the date of payment
thereof, the record date as of which shareholders entitled to payment shall be
determined, the amount payable per Share of such Series to the shareholders of
record as of that date and the total amount payable to the Dividend Agent and
any sub-dividend agent or co-dividend agent of the Fund on the payment date, or
(ii) authorizing with respect to the Series specified therein the declaration of
dividends and distributions on a daily basis and authorizing the Custodian to
rely on Oral Instructions or a Certificate setting forth the date of the
declaration of such dividend or distribution, the date of payment thereof, the
record date as of which shareholders entitled to payment shall be determined,
the amount payable per Share of such Series to the shareholders of record as of
that date and the total amount payable to the Dividend Agent on the payment
date.

2. Upon the payment date specified in such resolution, Oral
Instructions or Certificate, as the case may be, the Custodian shall pay out of
the money held for the account of each Series the total amount payable to the
Dividend Agent and any sub-dividend agent or co-dividend agent of the Fund with
respect to such Series.

ARTICLE IX.

SALE AND REDEMPTION OF SHARES

1. Whenever the Fund shall sell any Shares, it shall deliver to the
Custodian a Certificate duly specifying:

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<PAGE> 11

(a) the Series, the number of Shares sold, trade date, and
price; and

(b) the amount of money to be received by the Custodian for
the sale of such Shares and specifically allocated to the separate account in
the name of such Series.

2. Upon receipt of such money from the Transfer Agent, the Custodian
shall credit such money to the separate account in the name of the Series for
which such money was received.

3. Upon issuance of any Shares of any Series described in the foregoing
provisions of this Article, the Custodian shall pay, out of the money held for
the account of such Series, all original issue or other taxes required to be
paid by the Fund in connection with such issuance upon the receipt of a
Certificate specifying the amount to be paid.

4. Except as provided hereinafter, whenever the Fund desires the
Custodian to make payment out of the money held by the Custodian hereunder in
connection with a redemption of any Shares, it shall furnish to the Custodian a
Certificate specifying:

(a) the number and Series of Shares redeemed; and

(b) the amount to be paid for such Shares.

5. Upon receipt from the Transfer Agent of an advice setting forth the
Series and number of Shares received by the Transfer Agent for redemption and
that such Shares are in good form for redemption, the Custodian shall make
payment to the Transfer Agent out of the money held in the separate account in
the name of the Series the total amount specified in the Certificate issued
pursuant to the foregoing paragraph 4 of this Article.

6. Notwithstanding the above provisions regarding the redemption of any
Shares, whenever any Shares are redeemed pursuant to any check redemption
privilege which may from time to time be offered by the Fund, the Custodian,
unless otherwise instructed by a Certificate, shall, upon receipt of an advice
from the Fund or its agent setting forth that the redemption is in good form for
redemption in accordance with the check redemption procedure, honor the check
presented as part of such check redemption privilege out of the money held in
the separate account of the Series of the Shares being redeemed.

ARTICLE X.

OVERDRAFTS OR INDEBTEDNESS

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<PAGE> 12

1. If the Custodian should in its sole discretion advance funds on
behalf of any Series which results in an overdraft because the money held by the
Custodian in the separate account for such Series shall be insufficient to pay
the total amount payable upon a purchase of Securities specifically allocated to
such Series, as set forth in a Certificate or Oral Instructions, or which
results in an overdraft in the separate account of such Series for some other
reason, or if the Fund is for any other reason indebted to the Custodian with
respect to a Series, including any indebtedness to The Bank of New York under
the Fund's Cash Management and Related Services Agreement (except a borrowing
for investment or for temporary or emergency purposes using Securities as
collateral pursuant to a separate agreement and subject to the provisions of
paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to
be a loan made by the Custodian to the Fund for such Series payable on demand
and shall bear interest from the date incurred at a rate per annum (based on a
360-day year for the actual number of days involved) equal to 1/2% over
Custodian's prime commercial lending rate in effect from time to time, such rate
to be adjusted on the effective date of any change in such prime commercial
lending rate but in no event to be less than 6% per annum. In addition, the Fund
hereby agrees that the Custodian shall have a continuing lien, security
interest, and security entitlement in and to any property including any
investment property or any financial asset specifically allocated to such Series
at any time held by it for the benefit of such Series or in which the Fund may
have an interest on behalf of such Series which is then in the Custodian's
possession or control or in possession or control of any third party acting in
the Custodian's behalf. The Fund authorizes the Custodian, in its sole
discretion, at any time to charge any such overdraft or indebtedness together
with interest due thereon against any balance of account standing to such
Series' credit on the Custodian's books. In addition, the Fund hereby covenants
that on each Business Day on which either it intends to enter a Reverse
Repurchase Agreement and/ or otherwise borrow from a third party, or which next
succeeds a Business Day on which at the close of business the Fund had
outstanding a Reverse Repurchase Agreement or such a borrowing, it shall prior
to 9 a.m., New York City time, advise the Custodian, in writing, of each such
borrowing, shall specify the Series to which the same relates, and shall not
incur any indebtedness not so specified other than from the Custodian.

2. The Fund will cause to be delivered to the Custodian by any bank
(including, if the borrowing is pursuant to a separate agreement, the Custodian)
from which it borrows money for investment or for temporary or emergency
purposes using Securities held by the Custodian hereunder as collateral for such
borrowings, a notice or undertaking in the form currently employed by any such
bank setting forth the amount which such bank will loan to the Fund against
delivery of a stated amount

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<PAGE> 13

of collateral. The Fund shall promptly deliver to the Custodian a Certificate
specifying with respect to each such borrowing: (a) the Series to which such
borrowing relates; (b) the name of the bank, (c) the amount and terms of the
borrowing, which may be set forth by incorporating by reference an attached
promissory note, duly endorsed by the Fund, or other loan agreement, (d) the
time and date, if known, on which the loan is to be entered into, (e) the date
on which the loan becomes due and payable, (f) the total amount payable to the
Fund on the borrowing date, (g) the market value of Securities to be delivered
as collateral for such loan, including the name of the issuer, the title and the
number of shares or the principal amount of any particular Securities, and (h) a
statement specifying whether such loan is for investment purposes or for
temporary or emergency purposes and that such loan is in conformance with the
Investment Company Act of 1940 and the Fund's prospectus. The Custodian shall
deliver on the borrowing date specified in a Certificate the specified
collateral and the executed promissory note, if any, against delivery by the
lending bank of the total amount of the loan payable, provided that the same
conforms to the total amount payable as set forth in the Certificate. The
Custodian may, at the option of the lending bank, keep such collateral in its
possession, but such collateral shall be subject to all rights therein given the
lending bank by virtue of any promissory note or loan agreement. The Custodian
shall deliver such Securities as additional collateral as may be specified in a
Certificate to collateralize further any transaction described in this
paragraph. The Fund shall cause all Securities released from collateral status
to be returned directly to the Custodian, and the Custodian shall receive from
time to time such return of collateral as may be tendered to it. In the event
that the Fund fails to specify in a Certificate the Series, the name of the
issuer, the title and number of shares or the principal amount of any particular
Securities to be delivered as collateral by the Custodian, the Custodian shall
not be under any obligation to deliver any Securities.

ARTICLE XI.

INSTRUCTIONS

1. With respect to any software provided by the Custodian to a Fund in
order for the Fund to transmit Instructions to the Custodian (the "Software"),
the Custodian grants to such Fund a personal, nontransferable and nonexclusive
license to use the Software solely for the purpose of transmitting Instructions
to, and receiving communications from, the Custodian in connection with its
account(s). The Fund shall use the Software solely for its own internal and
proper business purposes, and not in the operation of a service bureau, and
agrees not to sell, reproduce, lease or otherwise provide, directly or
indirectly, the Software or any portion thereof to

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<PAGE> 14

any third party without the prior written consent of the Custodian. The Fund
acknowledges that the Custodian and its suppliers have title and exclusive
proprietary rights to the Software, including any trade secrets or other ideas,
concepts, know how, methodologies, or information incorporated therein and the
exclusive rights to any copyrights, trademarks and patents (including
registrations and applications for registration of either) or statutory or legal
protections available with respect thereof. The Fund further acknowledges that
all or a part of the Software may be copyrighted or trademarked (or a
registration or claim made therefor) by the Custodian or its suppliers. The Fund
shall not take any action with respect to the Software inconsistent with the
foregoing acknowledgments, nor shall the Fund attempt to decompile, reverse
engineer or modify the Software. The Fund may not copy, sell, lease or provide,
directly or indirectly, any of the Software or any portion thereof to any other
person or entity without the Custodian's prior written consent. The Fund may not
remove any statutory copyright notice, or other notice including the software or
on any media containing the Software. The Fund shall reproduce any such notice
on any reproduction of the Software and shall add statutory copyright notice or
other notice to the Software or media upon the Bank's request. Custodian agrees
to provide reasonable training, instruction manuals and access to Custodian's
"help desk" in connection with the Fund's user support necessary to use of the
Software. At the Fund's request, Custodian agrees to permit reasonable testing
of the Software by the Fund.

2. The Fund shall obtain and maintain at its own cost and expense all
equipment and services, including but not limited to communications services,
necessary for it to utilize the Software and transmit Instructions to the
Custodian. The Custodian shall not be responsible for the reliability,
compatibility with the Software or availability of any such equipment or
services or the performance or nonperformance by any nonparty to this Custody
Agreement.

3. The Fund acknowledges that the Software, all data bases made
available to the Fund by utilizing the Software (other than data bases relating
solely to the assets of the Fund and transactions with respect thereto), and any
proprietary data, processes, information and documentation (other than which are
or become part of the public domain or are legally required to be made available
to the public) (collectively, the "Information"), are the exclusive and
confidential property of the Custodian. The Fund shall keep the Information
confidential by using the same care and discretion that the Fund uses with
respect to its own confidential property and trade secrets and shall neither
make nor permit any disclosure without the prior written consent of the
Custodian. Upon termination of this Agreement or the Software license granted
hereunder for any reason, the Fund shall return to the

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<PAGE> 15

Custodian all copies of the Information which are in its possession or under its
control or which the Fund distributed to third parties. The provisions of this
Article shall not affect the copyright status of any of the Information which
may be copyrighted and shall apply to all Information whether or not
copyrighted.

4. The Custodian reserves the right to modify, at its own expense, the
Software from time to time without prior notice and the Fund shall install new
releases of the Software as the Custodian may direct. The Fund agrees not to
modify or attempt to modify the Software without the Custodian's prior written
consent. The Fund acknowledges that any modifications to the Software, whether
by the Fund or the Custodian and whether with or without the Custodian's
consent, shall become the property of the Custodian.

5. The Custodian and its manufacturers and suppliers make no warranties
or representations of any kind with regard to the Software or the method(s) by
which the Fund may transmit Instructions to the Custodian, express or implied,
including but not limited to any implied warranties of merchant-ability or
fitness for a particular purpose.

6. EXPORT RESTRICTIONS. EXPORT OF THE SOFTWARE IS PROHIBITED BY UNITED
STATES LAW. THE FUND AGREES THAT IT WILL NOT UNDER ANY CIRCUMSTANCES RESELL,
DIVERT, TRANSFER, TRANSSHIP OR OTHERWISE DISPOSE OF THE SOFTWARE (IN ANY FORM)
IN OR TO ANY OTHER COUNTRY. IF THE CUSTODIAN DELIVERS THE SOFTWARE TO THE FUND
OUTSIDE THE UNITED STATES, THE SOFTWARE WAS EXPORTED FROM THE UNITED STATES IN
ACCORDANCE WITH EXPORT ADMINISTRATIVE REGULATIONS. DIVERSION CONTRARY TO U.S.
LAWS PROHIBITED. The Fund hereby authorizes Custodian to report its name and
address to government agencies to which Custodian is required to provide such
information by law.

7. Where the method for transmitting Instructions by the Fund involves
an automatic systems acknowledgment by the Custodian of its receipt of such
Instructions, then in the absence of such acknowledgment the Custodian shall not
be liable for any failure to act pursuant to such Instructions, the Fund may not
claim that such Instructions were received by the Custodian, and the Fund shall
deliver a Certificate by some other means.

8. (a) The Fund agrees that where it delivers to the Custodian
Instructions hereunder, it shall be the Fund's sole responsibility to ensure
that only persons duly authorized by the Fund transmit such Instructions to the
Custodian. The Fund will cause all persons transmitting Instructions to the
Custodian to treat applicable user and authorization codes, passwords and
authentication keys with extreme care, and irrevocably authorizes the Custodian
to act in accordance with and rely upon Instructions received by it pursuant
hereto.

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<PAGE> 16

(b) The Fund hereby represents, acknowledges and agrees that
it is fully informed of the protections and risks associated with the various
methods of transmitting Instructions to the Custodian and that there may be more
secure methods of transmitting instructions to the Custodian than the method(s)
selected by the Fund. The Fund hereby agrees that the security procedures (if
any) to be followed in connection with the Fund's transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its
particular needs and circumstances.

9. The Fund hereby represents, warrants and covenants to the Custodian
that this Agreement has been duly approved by a resolution of its Board of
Trustees, and that its transmission of Instructions pursuant hereto shall at all
times comply with the Investment Company Act.

10. The Fund shall notify the Custodian of any errors, omissions or
interruptions in, or delay or unavailability of, its ability to send
Instructions as promptly as practicable, and in any event within 24 hours after
the earliest of (i) discovery thereof, (ii) the Business Day on which discovery
should have occurred through the exercise of reasonable care and (iii) in the
case of any error, the date of actual receipt of the earliest notice which
reflects such error, it being agreed that discovery and receipt of notice may
only occur on a business day. The Custodian shall promptly advise the Fund
whenever the Custodian learns of any errors, omissions or interruption in, or
delay or unavailability of, the Fund's ability to send Instructions.

11. Custodian will indemnify and hold harmless the Fund with respect to
any liability, damages, loss or claim incurred by or brought against Fund by
reason any claim or infringement against any patent, copyright, license or other
property right arising out or by reason of the Fund's use of the Software in the
form provided under this Section. Custodian at its own expense will defend such
action or claim brought against Fund to the extent that it is based on a claim
that the Software in the form provided by Custodian infringes any patents,
copyrights, license or other property right, provided that Custodian is provided
with reasonable written notice of such claim, provided that the Fund has not
settled, compromised or confessed any such claim without the Custodian's written
consent, in which event Custodian shall have no liability or obligation
hereunder, and provided Fund cooperates with and assists Custodian in the
defense of such claim. Custodian shall have the right to control the defense of
all such claims, lawsuits and other proceedings. If, as a result of any claim of
infringement against any patent, copyright, license or other property right,
Custodian is enjoined from using the Software, or if Custodian believes that the
System is likely to become the subject of a claim of infringement, Custodian at
its option may in its sole discretion either (a) at its expenses procure

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<PAGE> 17

the right for the Fund to continue to use the Software, or (b), replace or
modify the Software so as to make it non-infringing, or (c) may discontinue the
license granted herein upon written notice to Customer.

ARTICLE XII.

DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY
OF ANY SERIES HELD OUTSIDE OF THE UNITED STATES

1. The Custodian is authorized and instructed to employ, as
sub-custodian for each Series' Securities for which the primary market is
outside the United States ("Foreign Securities") and other assets, the foreign
banking institutions and foreign securities depositories and clearing agencies
designated on Schedule I hereto ("Foreign Sub-Custodians"). The Fund may
designate any additional foreign sub-custodian with which the Custodian has an
agreement for such entity to act as the Custodian's agent, as its sub-custodian
and any such additional foreign sub-custodian shall be deemed added to Schedule
I. Upon receipt of a Certificate from the Fund, the Custodian shall cease the
employment of any one or more Foreign Sub-Custodians for maintaining custody of
the Fund's assets and such Foreign Sub-Custodian shall be deemed deleted from
Schedule I.

2. Each delivery of a Certificate to the Custodian in connection with a
transaction involving the use of a Foreign Sub-Custodian shall constitute a
representation and warranty by the Fund that its Board of Trustees, or its third
party foreign custody manager as defined in Rule 17f-5 under the Investment
Company Act of 1940, as amended, if any, has determined that use of such Foreign
Sub-Custodian satisfies the requirements of such Investment Company Act of 1940
and such Rule 17f-5 thereunder.

3. The Custodian shall identify on its books as belonging to each
Series of the Fund the Foreign Securities of such Series held by each Foreign
Sub-Custodian. At the election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with respect to any claims by the Fund
or any Series against a Foreign Sub-Custodian as a consequence of any loss,
damage, cost, expense, liability or claim sustained or incurred by the Fund or
any Series if and to the extent that the Fund or such Series has not been made
whole for any such loss, damage, cost, expense, liability or claim.

4. Upon request of the Fund, the Custodian will, consistent with the
terms of the applicable Foreign Sub-Custodian agreement, use reasonable efforts
to arrange for the independent accountants of the Fund to be afforded access to
the books and records of any Foreign Sub-Custodian insofar as such books and
records relate to the performance of such Foreign

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<PAGE> 18

Sub-Custodian under its agreement with the Custodian on behalf of the Fund.

5. The Custodian will supply to the Fund from time to time, as mutually
agreed upon, statements in respect of the securities and other assets of each
Series held by Foreign Sub-Custodians, including but not limited to an
identification of entities having possession of each Series' Foreign Securities
and other assets, and advices or notifications of any transfers of Foreign
Securities to or from each custodial account maintained by a Foreign
Sub-Custodian for the Custodian on behalf of the Series.

6. The Custodian shall transmit promptly to the Fund all notices,
reports or other written information received pertaining to the Fund's Foreign
Securities, including without limitation, notices of corporate action, proxies
and proxy solicitation materials.

7. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for securities received for the account of any Series and
delivery of securities maintained for the account of such Series may be effected
in accordance with the customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivery of securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such securities from such purchaser or dealer.

8. Notwithstanding any other provision in this Agreement to the
contrary, with respect to any losses or damages arising out of or relating to
any actions or omissions of any Foreign Sub-Custodian the sole responsibility
and liability of the Custodian shall be to take appropriate action at the Fund's
expense to recover such loss or damage from the Foreign Sub-Custodian. It is
expressly understood and agreed that the Custodian's sole responsibility and
liability shall be limited to amounts so recovered from the Foreign
Sub-Custodian.

ARTICLE XIII.

CONCERNING THE CUSTODIAN

1. Except as hereinafter provided, or as provided in Article XII,
neither the Custodian nor its nominee shall be liable for any loss or damage,
including counsel fees, resulting from its action or omission to act or
otherwise hereunder, except for any such loss or damage arising out of its own
negligence or willful misconduct. In no event shall the Custodian be liable to
the Fund or any third party for

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<PAGE> 19

special, indirect or consequential damages or lost profits or loss of business,
arising under or in connection with this Agreement, even if previously informed
of the possibility of such damages and regardless of the form of action. The
Custodian may, with respect to questions of law arising hereunder, apply for and
obtain the advice and opinion of counsel to the Fund, with the consent of the
Fund which will not be unreasonably withheld, at the expense of the Fund, or of
its own counsel at its own expense and shall be fully protected with respect to
anything done or omitted by it in good faith in conformity with such advice or
opinion. The Custodian shall be liable to the Fund for any loss or damage
resulting from the use of the Book-Entry System or any Depository arising by
reason of any negligence or willful misconduct on the part of the Custodian or
any of its employees or agents.

2. Without limiting the generality of the foregoing, the Custodian
shall be under no obligation to inquire into, and shall not be liable for:

(a) the validity of the issue of any Securities purchased,
sold, or written by or for the Fund, the legality of the purchase, sale or
writing thereof, or the propriety of the amount paid or received therefor;

(b) the legality of the sale or redemption of any Shares, or
the propriety of the amount to be received or paid therefor;

(d) the legality of any borrowing by the Fund using Securities
as collateral;

(e) the legality of any loan of portfolio Securities, nor
shall the Custodian be under any duty or obligation to see to it that any cash
collateral delivered to it by a broker, dealer, or financial institution or held
by it at any time as a result of such loan of portfolio Securities of the Fund
is adequate collateral for the Fund against any loss it might sustain as a
result of such loan. The Custodian specifically, but not by way of limitation,
shall not be under any duty or obligation periodically to check or notify the
Fund that the amount of such cash collateral held by it for the Fund is
sufficient collateral for the Fund, but such duty or obligation shall be the
sole responsibility of the Fund. In addition, the Custodian shall be under no
duty or obligation to see that any broker, dealer or financial institution to
which portfolio Securities of the Fund are lent pursuant to Article VI of this
Agreement makes payment to it of any dividends or interest which are payable to
or for the account of the Fund during the period of such loan or at the
termination

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<PAGE> 20

of such loan, provided, however, that the Custodian shall promptly notify the
Fund in the event that such dividends or interest are not paid and received when
due; or

(f) the sufficiency or value of any amounts of money and/or
Securities held in any Senior Security Account in connection with transactions
by the Fund.

3. The Custodian shall not be liable for, or considered to be the
Custodian of, any money, whether or not represented by any check, draft, or
other instrument for the payment of money, received by it on behalf of the Fund
until the Custodian actually receives and collects such money directly or by the
final crediting of the account representing the Fund's interest at the
Book-Entry System or the Depository.

4. The Custodian shall have no responsibility and shall not be liable
for ascertaining or acting upon any calls, conversions, exchange offers,
tenders, interest rate changes or similar matters relating to Securities held in
the Depository, unless the Custodian shall have actually received timely notice
from the Depository. In no event shall the Custodian have any responsibility or
liability for the failure of the Depository to collect, or for the late
collection or late crediting by the Depository of any amount payable upon
Securities deposited in the Depository which may mature or be redeemed, retired,
called or otherwise become payable. However, upon receipt of a Certificate from
the Fund of an overdue amount on Securities held in the Depository the Custodian
shall make a claim against the Depository on behalf of the Fund, except that the
Custodian shall not be under any obligation to appear in, prosecute or defend
any action, suit or proceeding in respect to any Securities held by the
Depository which in its opinion may involve it in expense or liability, unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.

5. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount due to the Fund from the Transfer
Agent of the Fund nor to take any action to effect payment or distribution by
the Transfer Agent of the Fund of any amount paid by the Custodian to the
Transfer Agent of the Fund in accordance with this Agreement.

6. The Custodian shall not be under any duty or obligation to take
action to effect collection of any amount if the Securities upon which such
amount is payable are in default, or if payment is refused after due demand or
presentation, unless and until (i) it shall be directed to take such action by a
Certificate and (ii) it shall be assured to its satisfaction of reimbursement of
its costs and expenses in connection with any such action.

- 20 -

<PAGE> 21

7. The Custodian may in addition to the employment of Foreign
Sub-Custodians pursuant to Article XII appoint one or more banking institutions
as Depository or Depositories, as Sub-Custodian or Sub-Custodians, or as
Co-Custodian or Co--Custodians including, but not limited to, banking
institutions located in foreign countries, of Securities and money at any time
owned by the Fund, upon such terms and conditions as may be approved in a
Certificate or contained in an agreement executed by the Custodian, the Fund and
the appointed institution.

8. The Custodian shall not be under any duty or obligation (a) to
ascertain whether any Securities at any time delivered to, or held by it or by
any Foreign Sub-Custodian, for the account of the Fund and specifically
allocated to a Series are such as properly may be held by the Fund or such
Series under the provisions of its then current prospectus, or (b) to ascertain
whether any transactions by the Fund, whether or not involving the Custodian,
are such transactions as may properly be engaged in by the Fund.

9. The Custodian shall be entitled to receive and the Fund agrees to
pay to the Custodian all out-of-pocket expenses and such compensation as may be
agreed upon from time to time between the Custodian and the Fund. The Custodian
may charge such compensation and any expenses with respect to a Series incurred
by the Custodian in the performance of its duties pursuant to such agreement
against any money specifically allocated to such Series. The Custodian shall
apportion any loss, damage, liability or expense among the Series in the manner
specified in a Certificate. The expenses for which the Custodian shall be
entitled to reimbursement hereunder shall include, but are not limited to, the
expenses of sub-custodians and foreign branches of the Custodian incurred in
settling outside of New York City transactions involving the purchase and sale
of Securities of the Fund.

10. The Custodian shall be entitled to rely upon any Certificate,
notice or other instrument in writing received by the Custodian and reasonably
believed by the Custodian to be a Certificate. The Custodian shall be entitled
to rely upon any Oral Instructions actually received by the Custodian
hereinabove provided for. The Fund agrees to forward to the Custodian a
Certificate or facsimile thereof confirming such Oral Instructions in such
manner so that such Certificate or facsimile thereof is received by the
Custodian, whether by hand delivery, telecopier or other similar device, or
otherwise, by the close of business of the same day that such Oral Instructions
are given to the Custodian. The Fund agrees that the fact that such confirming
instructions are not received, or that contrary instructions are received, by
the Custodian shall in no way affect the validity of the transactions or
enforceability of the transactions hereby authorized by the

- 21 -

<PAGE> 22

Fund. The Fund agrees that the Custodian shall incur no liability to the Fund in
acting upon Oral Instructions given to the Custodian hereunder concerning such
transactions provided such instructions reasonably appear to have been received
from an Authorized Person.

11. The Custodian shall be entitled to rely upon any instrument,
instruction or notice received by the Custodian and reasonably believed by the
Custodian to be given in accordance with the terms and conditions of any Margin
Account Agreement. Without limiting the generality of the foregoing, the
Custodian shall be under no duty to inquire into, and shall not be liable for,
the accuracy of any statements or representations contained in any such
instrument or other notice including, without limitation, any specification of
any amount to be paid to any broker or dealer.

12. The books and records pertaining to the Fund which are in the
possession of the Custodian shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the Investment Company
Act of 1940, as amended, and other applicable securities laws and rules and
regulations. The Fund, or the Fund's authorized representatives, shall have
access to such books and records during the Custodian's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Custodian to the Fund or the Fund's authorized
representative, and the Fund shall reimburse the Custodian its expenses of
providing such copies. Upon reasonable request of the Fund, the Custodian shall
provide in hard copy or on micro-film, whichever the Custodian elects, any
records included in any such delivery which are maintained by the Custodian on a
computer disc, or are similarly maintained, and the Fund shall reimburse the
Custodian for its expenses of providing such hard copy or micro-film.

13. The Custodian shall provide the Fund with any report obtained by
the Custodian on the system of internal accounting control of the Book-Entry
System, the Depository or O.C.C., and with such reports on its own systems of
internal accounting control as the Fund may reasonably request from time to
time.

14. The Fund agrees to indemnify the Custodian against and save the
Custodian harmless from all liability, claims, losses and demands whatsoever,
including reasonable attorney's fees, howsoever arising or incurred because of
or in connection with this Agreement, including the Custodian's payment or
non-payment of checks pursuant to paragraph 6 of Article IX as part of any check
redemption privilege program of the Fund, except for any such liability, claim,
loss and demand arising out of the Custodian's own negligence or willful
misconduct.

- 22 -

<PAGE> 23

15. Subject to the following provisions of this Section, all payments
and deliveries of the Custodian shall be on a delivery-versus-payment basis,
except as authorized by a Certificate. Notwithstanding the foregoing, the
Custodian may deliver and receive Securities, and receipts with respect to such
Securities, and arrange for payments to be made and received by the Custodian in
accordance with the customs prevailing from time to time among brokers or
dealers in such Securities. When the Custodian is instructed to deliver
Securities against payment, delivery of such Securities and receipt of payment
therefor may not be completed simultaneously. The Fund assumes all
responsibility and liability for all credit risks involved in connection with
the Custodian's delivery of Securities pursuant to instructions of the Fund,
which responsibility and liability shall continue until final payment in full
has been received by the Custodian.

16. The Custodian shall have no duties or responsibilities whatsoever
except such duties and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this Agreement
against the Custodian.

ARTICLE XIV.

TERMINATION

1. Either of the parties hereto may terminate this Agreement by giving
to the other party a notice in writing specifying the date of such termination,
which shall be not less than ninety (90) days after the date of giving of such
notice. In the event such notice is given by the Fund, it shall be accompanied
by a copy of a resolution of the Board of Trustees of the Fund, certified by the
Secretary or any Assistant Secretary, electing to terminate this Agreement and
designating a successor custodian or custodians, each of which shall be a bank
or trust company having not less than $2,000,000 aggregate capital, surplus and
undivided profits. In the event such notice is given by the Custodian, the Fund
shall, on or before the termination date, deliver to the Custodian a copy of a
resolution of the Board of Trustees of the Fund, certified by the Secretary or
any Assistant Secretary, designating a successor custodian or custodians. In the
absence of such designation by the Fund, the Custodian may designate a successor
custodian which shall be a bank or trust company having not less than $2,000,000
aggregate capital, surplus and undivided profits. Upon the date set forth in
such notice this Agreement shall terminate, and the Custodian shall upon receipt
of a notice of acceptance by the successor custodian on that date deliver
directly to the successor custodian all Securities and money then owned by the
Fund and held by it as Custodian, after deducting all fees, expenses

- 23 -

<PAGE> 24

and other amounts for the payment or reimbursement of which it shall then be
entitled pursuant to this Agreement.

2. If a successor custodian is not designated by the Fund or the
Custodian in accordance with the preceding paragraph, the Fund shall upon the
date specified in the notice of termination of this Agreement and upon the
delivery by the Custodian of all Securities (other than Securities held in the
Book-Entry System which cannot be delivered to the Fund) and money then owned by
the Fund be deemed to be its own custodian and the Custodian shall thereby be
relieved of all duties and responsibilities pursuant to this Agreement, other
than the duty with respect to Securities held in the Book Entry System which
cannot be delivered to the Fund to hold such Securities hereunder in accordance
with this Agreement.

ARTICLE XV.

MISCELLANEOUS

1. Annexed hereto as Appendix A is a Certificate signed by two of the
present Authorized Persons of the Fund under its seal, setting forth the names
and the signatures of the present Authorized Persons. The Fund agrees to furnish
to the Custodian a new Certificate in similar form in the event that any such
present Authorized Person ceases to be an Authorized Person or in the event that
other or additional Authorized Persons are elected or appointed. Until such new
Certificate shall be received, the Custodian shall be fully protected in acting
under the provisions of this Agreement upon Oral Instructions or signatures of
the Authorized Persons as set forth in the last delivered Certificate.

2. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Custodian, shall be sufficiently given if
addressed to the Custodian and mailed or delivered to it at its offices at 90
Washington Street, New York, New York 10286, or at such other place as the
Custodian may from time to time designate in writing.

3. Any notice or other instrument in writing, authorized or required by
this Agreement to be given to the Fund shall be sufficiently given if addressed
to the Fund and mailed or delivered to it at its office at the address for the
Fund first above written, or at such other place as the Fund may from time to
time designate in writing. Any such notice shall be effective upon receipt.

4. This Agreement may not be amended or modified in any manner except
by a written agreement executed by both parties with the same formality as this
Agreement and approved by a resolution of the Board of Trustees of the Fund.

- 24 -

<PAGE> 25

5. This Agreement shall extend to and shall be binding upon the parties
hereto, and their respective successors and assigns; provided, however, that
this Agreement shall not be assignable by the Fund without the written consent
of the Custodian, or by the Custodian without the written consent of the Fund,
authorized or approved by a resolution of the Fund's Board of Trustees.

6. This Agreement shall be construed in accordance with the laws of the
State of New York without giving effect to conflict of laws principles thereof.
Each party hereby consents to the jurisdiction of a state or federal court
situated in New York City, New York in connection with any dispute arising
hereunder and hereby waives its right to trial by jury.

7. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but such counterparts shall,
together, constitute only one instrument.

8. The parties agree that the Fund is executing this Agreement on
behalf of each Series separately; that each Series is acting solely on its own
behalf separately from each other Series and not jointly or jointly and
severally with any of the other Series; that this Agreement shall constitute,
and shall for all purposes be construed to give effect to the intention of the
parties that it constitute, a separate Agreement between the Custodian and the
Fund on behalf of each such Series separately, as if the Fund had executed this
Agreement separately, as if the Fund had executed this Agreement separately on
behalf of such Series; and that no Series shall be liable for the obligations of
any other Series arising hereunder. A copy of the Agreement and Declaration of
Trust of the Fund is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Trustees of the Fund as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees,
officers, or shareholders of the Fund individually but are binding only upon the
assets and property of the Fund.

- 25 -

<PAGE> 26

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, thereunto duly authorized and their
respective seals to be hereunto affixed, as of the day and year first above
written.

THE VALIANT FUND

[SEAL] By: /s/ Richard F. Curcio
-----------------------------------
Richard F. Curcio
Chairman & President

Attest:

/s/ Robert A. Melley
- ---------------------------------
Robert A. Melley
Vice President - Assistant Secretary

THE BANK OF NEW YORK

[SEAL] By: /s/ Masao Yamaguchi
------------------------------
Name: Masao Yamaguchi
Title: Vice President

Attest:

/s/ Nicholas A. Deliso
- ---------------------------------
Nicholas A. Deliso
Assistant Treasurer
<PAGE> 27
'

APPENDIX A

I, , President and
I, , of THE VALIANT FUND, a Massachusetts
business trust (the "Fund"), do hereby certify that:

The following persons have been duly authorized in conformity with the
Fund's Declaration of Trust and By-Laws to execute any Certificate, instruction,
notice or other instrument on behalf of the Fund, and the signatures set forth
opposite their respective names are their true and correct signatures:

Name Position Signature

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

<PAGE> 28

APPENDIX B

SERIES

<PAGE> 29

APPENDIX C

I, Nicholas A. Deliso, a Vice President with THE BANK OF NEW YORK do
hereby designate the following publications:

The Bond Buyer
Depository Trust Company Notices
Financial Daily Card Service
JJ Kenney Municipal Bond Service
London Financial Times
New York Times
Standard & Poor's Called Bond Record
Wall Street Journal

<PAGE> 30

EXHIBIT A

CERTIFICATION

The undersigned, , hereby certifies
that he or she is the duly elected and acting
of THE VALIANT FUND, a Massachusetts business trust (the "Fund"), and further
certifies that the following resolution was adopted by the Board of Trustees of
the Fund at a meeting duly held on , 1998, at which a quorum was at all times
present and that such resolution has not been modified or rescinded and is in
full force and effect as of the date hereof.

RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody
Agreement between The Bank of New York and the Fund dated as of ,
1998, (the "Custody Agreement") is authorized and instructed on a continuous and
ongoing basis to deposit in the Book-Entry System, as defined in the Custody
Agreement, all securities eligible for deposit therein, regardless of the Series
to which the same are specifically allocated, and to utilize the Book-Entry
System to the extent possible in connection with its performance thereunder,
including, without limitation, in connection with settlements of purchases and
sales of securities, loans of securities, and deliveries and returns of
securities collateral.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
VALIANT FUND, as of the day of , 1998.

[SEAL]

<PAGE> 31

EXHIBIT B

CERTIFICATION

The undersigned, , hereby certifies
that he or she is the duly elected and acting of THE VALIANT FUND, a
Massachusetts business trust (the "Fund"), and further certifies that the
following resolution was adopted by the Board of Trustees of the Fund at a
meeting duly held on , 1998, at which a quorum was at all times
present and that such resolution has not been modified or rescinded and is in
full force and effect as of the date hereof.

RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody
Agreement between The Bank of New York and the Fund dated as of ,
1998, (the "Custody Agreement") is authorized and instructed on a continuous and
ongoing basis until such time as it receives a Certificate, as defined in the
Custody Agreement, to the contrary to deposit in the Depository, as defined in
the Custody Agreement, all securities eligible for deposit therein, regardless
of the Series to which the same are specifically allocated, and to utilize the
Depository to the extent possible in connection with its performance thereunder,
including, without limitation, in connection with settlements of purchases and
sales of securities, loans of securities, and deliveries and returns of
securities collateral.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
VALIANT FUND, as of the day of , 1998.

[SEAL]

<PAGE> 32

EXHIBIT B-1

CERTIFICATION

The undersigned, , hereby certifies that
he or she is the duly elected and acting of THE
VALIANT FUND, a Massachusetts business trust (the "Fund"), and further certifies
that the following resolution was adopted by the Board of Trustees of the Fund
at a meeting duly held on , 1998, at which a quorum was at
all times present and that such resolution has not been modified or rescinded
and is in full force and effect as of the date hereof.

RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody
Agreement between The Bank of New York and the Fund dated as of ,
1998, (the "Custody Agreement") is authorized and instructed on a continuous and
ongoing basis until such time as it receives a Certificate, as defined in the
Custody Agreement, to the contrary to deposit in the Participants Trust Company
as Depository, as defined in the Custody Agreement, all securities eligible for
deposit therein, regardless of the Series to which the same are specifically
allocated, and to utilize the Participants Trust Company to the extent possible
in connection with its performance thereunder, including, without limitation, in
connection with settlements of purchases and sales of securities, loans of
securities, and deliveries and returns of securities collateral.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
VALIANT FUND, as of the day of , 1998.

[SEAL]

<PAGE> 33

EXHIBIT C

CERTIFICATION

The undersigned, , hereby certifies
that he or she is the duly elected and acting of
THE VALIANT FUND, a Massachusetts business trust (the "Fund"), and further
certifies that the following resolution was adopted by the Board of Trustees of
the Fund at a meeting duly held on , 1998, at which a quorum was
at all times present and that such resolution has not been modified or rescinded
and is in full force and effect as of the date hereof.

RESOLVED, that The Bank of New York, as Custodian pursuant to a Custody
Agreement between The Bank of New York and the Fund dated as of ,
1998, (the "Custody Agreement") is authorized and instructed on a continuous and
ongoing basis until such time as it receives a Certificate, as defined in the
Custody Agreement, to the contrary, to accept, utilize and act with respect to
Clearing Member confirmations for Options and transaction in Options, regardless
of the Series to which the same are specifically allocated, as such terms are
defined in the Custody Agreement, as provided in the Custody Agreement.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
VALIANT FUND, as of the day of , 1998.

[SEAL]

<PAGE> 34

EXHIBIT D

The undersigned, , hereby certifies
that he or she is the duly elected and acting of THE
VALIANT FUND, a Massachusetts business trust (the "Fund"), further certifies
that the following resolutions were adopted by the Board of Trustees of the Fund
at a meeting duly held on , 1998, at which a quorum was at all
times present and that such resolutions have not been modified or rescinded and
are in full force and effect as of the date hereof.

RESOLVED, that The Bank of New York, as Custodian pursuant to the
Custody Agreement between The Bank of New York and the Fund dated as of
, 1998 (the "Custody Agreement") is authorized and
instructed on a continuous and ongoing basis to act in accordance with, and to
rely on Instructions (as defined in the Custody Agreement).

RESOLVED, that the Fund shall establish access codes and grant use of
such access codes only to Authorized Persons of the Fund as defined in the
Custody Agreement, shall establish internal safekeeping procedures to safeguard
and protect the confidentiality and availability of user and access codes,
passwords and authentication keys, and shall use Instructions only in a manner
that does not contravene the Investment Company Act of 1940, as amended, or the
rules and regulations thereunder.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
VALIANT FUND, as of the day of , 1998.

[SEAL]

<PAGE> 1
EXHIBIT 9(a)

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 1st day of September, 1998, by and
among THE VALIANT FUND (the "Company"), a Massachusetts business trust, BISYS
FUND SERVICES OHIO, INC. (the "Administrator"), an Ohio corporation, and
INTEGRITY MANAGEMENT & RESEARCH, INC. ("Integrity Management"), a Florida
corporation.

WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series of shares of beneficial interest ("Shares");

WHEREAS, Integrity Management is responsible for management of the
business affairs and the investments of the Company under a certain Management
Agreement dated July 19, 1993 between the Company and Integrity Management under
which Integrity Management is obligated to perform, or arrange for the
performance of, administrative services for the Company; and

WHEREAS, the Company and Integrity Management desire the Administrator
to provide, and the Administrator is willing to provide, management and
administrative services to each currently existing series of the Company and
such future series that may, from time to time, be established ("Portfolios") on
the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Company and the Administrator hereby agree as
follows:

ARTICLE 1. Retention of the Administrator. The Company hereby retains
the Administrator to act as the administrator of the Portfolios and to furnish
the Portfolios with the management and administrative services as set forth in
Article 2 below. The Administrator hereby accepts such employment to perform the
duties set forth below.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Company in any way and shall
not be deemed an agent of the Company.

ARTICLE 2. Administrative Services. The Administrator shall perform or
supervise the performance by others of administrative services in connection
with the operations of the Portfolios, and, on behalf of the Company, will
investigate, assist in the selection of and conduct relations with custodians,
depositories, accountants, legal counsel, underwriters, brokers and dealers,
corporate fiduciaries, insurers, banks and persons in any other capacity deemed
to be necessary or desirable for the Portfolios' operations. The Administrator
shall provide the Trustees of the Company with such reports regarding investment
performance as they may reasonably request but shall have no responsibility for
supervising the performance by any investment adviser or sub-adviser of its
responsibilities.

<PAGE> 2

The Administrator shall, subject in each case to the general
supervision and control of the Company's Board of Trustees, provide the Company
with regulatory reporting, all necessary office space, equipment, personnel,
compensation and facilities (including facilities for Shareholders' and
Trustees' meetings) for handling the affairs of the Portfolios and such other
services as the Administrator shall, from time to time, determine to be
necessary to perform its obligations under this Agreement. In addition, at the
request of the Board of Trustees, the Administrator shall make reports to the
Company's Trustees concerning the performance of its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator
shall:

(a) calculate contractual Company expenses and control all
disbursements for the Company, and as appropriate compute the
Company's yields, total return, expense ratios, portfolio
turnover rate and, if required, Portfolio average
dollar-weighted maturity;

(b) (i) coordinate, prepare and file with the SEC the annual
update to form N-1A and other routine post-effective
amendments and supplements, (ii) prepare and file with the SEC
Notices of Annual or Special Meetings of Shareholders and
proxy materials relating thereto with respect to routine
matters, (iii) assist Company counsel in preparing non-routine
post-effective amendments and supplements and proxy materials,
(iv) coordinate the printing and distribution of prospectuses,
supplements and proxy materials, and (v) coordinate the
solicitation and tabulation of proxies in connection with
meetings of shareholders;

(c) prepare such reports, applications and documents (including
reports regarding the sale and redemption of Shares as may be
required in order to comply with Federal and state securities
law) as may be necessary or desirable to register the
Company's Shares with state securities authorities, monitor
the sale of Company Shares for compliance with state
securities laws, and file with the appropriate state
securities authorities the registration statements and reports
for the Company and the Company's Shares and all amendments
thereto, as may be necessary or convenient to register and
keep effective the Company and the Company's Shares with state
securities authorities to enable the Company to make a
continuous offering of its Shares;

(d) develop and prepare, with the assistance of the Company's
investment adviser and independent auditors, communications to
Shareholders, including the semi-annual and annual reports to
Shareholders;

(e) supervise the Company's transfer agent with respect to the
payment of dividends and other distributions to Shareholders;

(f) calculate performance data of the Portfolios for dissemination
to information services covering the investment company
industry;

2
<PAGE> 3

(g) coordinate and supervise the preparation and filing of the
Company's tax returns;

(h) examine and review the operations and performance of the
various organizations providing services to the Company or any
Portfolio of the Company, including, without limitation, the
Company's investment adviser, distributor, custodian, fund
accountant, transfer agent, outside legal counsel and
independent public accountants, and at the request of the
Board of Trustees, report to the Board on the performance of
organizations;

(i) assist with the design, development, and operation of the
Portfolios, including new classes, investment objectives,
policies and structure;

(j) provide individuals reasonably acceptable to the Company's
Board of Trustees to serve as officers of the Company, who
will be responsible for the management of certain of the
Company's affairs as determined by the Company's Board of
Trustees;

(k) obtain and keep in effect fidelity bonds and directors and
officers/errors and omissions insurance policies for the
Company in accordance with the requirements of Rules 17g-1 and
17d-1(7) under the 1940 Act as such bonds and policies are
approved by the Company's Board of Trustees;

(l) monitor and advise the Company and its Portfolios on their
registered investment company status under the Internal
Revenue Code of 1986, as amended;

(m) perform all administrative services and functions of the
Company and each Portfolio to the extent administrative
services and functions are not provided to the Company or such
Portfolio pursuant to the Company's or such Portfolio's
investment advisory agreement, distribution agreement,
custodian agreement, transfer agent agreement and fund
accounting agreement;

(n) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Portfolios as the
Company and the Administrator shall determine desirable;

(o) prepare and file with the SEC the semi-annual report for the
Company on Form N-SAR and all required notices pursuant to
Rule 24f-2;

(p) assist in monitoring and developing compliance procedures for
each Portfolio which will include, among other matters,
procedures to monitor compliance with each Portfolio's
investment objective, policies, restrictions, tax matters and
applicable laws and regulations;

3
<PAGE> 4

(q) provide legal advice and counsel to the Company with respect
to regulatory matters including: monitoring regulatory and
legislative developments which may affect the Company and
assisting in the strategic response to such developments,
counseling and assisting the Company in routine regulatory
examinations or investigations of the Company, and working
closely with outside counsel to the Company in response to any
litigation or non-routine regulatory matters; and

(r) assist the Company in preparing for Board meetings by (i)
coordinating board book production and distribution, (ii)
preparing Board agendas, (iii) attending Board meetings and
recording and preparing the minutes of such meetings, (iv)
preparing the BISYS section of Board materials, (v) preparing
Board meeting materials, including but not limited to,
materials relating to annual contract approvals and 12b-1 plan
approvals, as agreed upon by the parties, and (vi) such other
Board meeting functions that are agreed upon by the parties.

The Administrator shall perform such other services for the Company
that are mutually agreed upon in writing by the parties from time to time.

ARTICLE 3. Allocation of Charges and Expenses.

(A) The Administrator. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Company as well as all Trustees of the
Company who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Company otherwise retained by the Trustees
of the Company to perform services on behalf of the Company.

(B) The Company. Except for those costs and expenses that are properly
borne by the Administrator in connection with the performance of services and
duties under this Agreement, the Company assumes and shall pay or cause to be
paid all expenses of the Company not otherwise allocated herein, including,
without limitation, organization costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing Shareholders, all expenses
incurred in connection with issuing and redeeming Shares, the costs of custodial
services, the cost of initial and ongoing registration of the Shares under
Federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or the Investment Adviser to
the Company or any affiliated corporation of the Administrator or the Investment
Adviser, insurance, interest, brokerage costs, litigation and other
extraordinary or nonrecurring expenses, and all fees and charges of investment
advisers to the Company.

4
<PAGE> 5

ARTICLE 4. Compensation of the Administrator.

(A) Administration Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, Integrity Management shall pay to the Administrator compensation at
an annual rate specified in Schedule A attached hereto. Such compensation shall
be calculated and accrued daily, and paid to the Administrator monthly.
Integrity Management shall also reimburse the Administrator for its reasonable
out-of-pocket expenses, including the travel and lodging expenses incurred by
officers and employees of the Administrator in connection with attendance at
Board meetings and such additional expenses that BISYS incurs at the written
direction of the President of the Company.

If this Agreement becomes effective subsequent to the first
day of a month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.

(B) Survival of Compensation Rights. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.

ARTICLE 5. Limitation of Liability of the Administrator. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any act or omission in carrying
out its duties hereunder, except a loss resulting from willful misfeasance, bad
faith or negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable law which cannot be waived or modified
hereby. (As used in this Article 5, the term "Administrator" shall include
directors, officers, employees and other agents of the Administrator as well as
the Administrator itself.)

So long as the Administrator acts in good faith and with due diligence
and without negligence, the Company assumes full responsibility and shall
indemnify the Administrator and hold it harmless from and against any and all
actions, suits and claims, whether groundless or otherwise, and from and against
any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of the
Administrator's actions taken or nonactions with respect to the performance of
services hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply,

5
<PAGE> 6

however, it is understood that if in any case the Company may be asked to
indemnify or hold the Administrator harmless, the Company shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Administrator will use all reasonable care
to identify and notify the Company promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the Company, but failure to do so in good faith shall
not affect the rights hereunder.

The Company shall be entitled to participate at its own expense or, if
it so elects, to assume the defense of any suit brought in respect of which the
Administrator may be entitled to indemnity hereunder. If the Company elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Company and satisfactory to the Administrator, whose approval
shall not be unreasonably withheld. In the event that the Company elects to
assume the defense of any suit and retain counsel, the Administrator shall bear
the fees and expenses of any additional counsel retained by it. If the Company
does not elect to assume the defense of a suit, it will reimburse the
Administrator for the reasonable fees and expenses of any counsel retained by
the Administrator.

The Administrator may apply to the Company at any time for instructions
and may consult counsel for the Company and with accountants and other experts
retained by the Company with respect to any matter arising in connection with
the Administrator's duties, and the Administrator shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountants or other
experts.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. The Administrator will not be held to have
notice of any change of authority of any officers, employees or agents of the
Company until receipt of written notice thereof from the Company.

ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Company are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that directors, officers, employees
and Shareholders of the Company are or may be or become interested in the
Administrator, as officers, employees or otherwise and that partners, officers
and employees of the Administrator and its counsel are or may be or become
similarly interested in the Company, and that the Administrator may be or become
interested in the Company as a Shareholder or otherwise.

ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall
be as specified in Schedule A hereto.

ARTICLE 8. Assignment. This Agreement shall not be assignable by either
party without the written consent of the other party; provided, however, that
the Administrator may, at its expense, subject to the prior approval of the
Company, which approval shall not be unreasonably withheld, subcontract with any
entity or person concerning the provision of the services contemplated

6
<PAGE> 7

hereunder. The Administrator shall not, however, be relieved of any of its
obligations under this Agreement by the appointment of such subcontractor and
provided further, that the Administrator shall be responsible, to the extent
provided in Article 5 hereof, for all acts of such subcontractor as if such acts
were its own. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and permitted
assigns.

ARTICLE 9. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Trustees of the Company, and (ii) by the vote of a majority of
the Trustees of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Trustees meeting called
for the purpose of voting on such approval.

ARTICLE 10. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. The
Administrator acknowledges and agrees that any records required to be maintained
and preserved pursuant to applicable laws and regulations which are prepared or
maintained by the Administrator on behalf of the Company shall be prepared and
maintained at the expense of the Administrator, but shall be the property of the
Company and will be made available to or surrendered promptly to the Company on
request; provided that, in connection with the termination of this Agreement,
such records shall be surrendered to the Company or its designee promptly
following the date of such termination or at such other time that is reasonably
requested by the Company.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Company and follow the
Company's instructions as to permitting or refusing such inspection; provided
that the Administrator may, following a reasonable period of notice to the
Company, exhibit such records to any person in any case where it is advised by
its counsel that it may be held liable for failure to do so, unless (in cases
involving potential exposure only to civil liability) the Company has agreed to
indemnify the Administrator against such liability.

ARTICLE 11. Definitions of Certain Terms. The terms "interested person"
and "affiliated person," when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.

ARTICLE 12. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice; if to the Company, at 1776 Heritage Drive, North Quincy, Massachusetts
02171, with copies to: Integrity Management & Research, Inc., 1800 Second
Street, Suite 757, Sarasota, Florida 34246, Attn: Richard Curcio; and if to the
Administrator, at 3435 Stelzer Road, Columbus, Ohio 43219. Notices shall be
effective upon receipt.

7
<PAGE> 8

ARTICLE 13. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Ohio and the applicable provisions of
the 1940 Act. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of the
1940 Act, the latter shall control.

ARTICLE 14. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

ARTICLE 15. Limitation of Liability of the Portfolios, Trustees and
Shareholders. The parties agree that no Portfolio shall be liable for the
obligations of any other Portfolio arising hereunder. A copy of the Agreement
and Declaration of Trust of the Company is on file with the Secretary of State
of The Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Company as Trustees and
not individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders of the Company individually
but are binding only upon the assets and property of the Company.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

THE VALIANT FUND

By: /S/ RICHARD F. CURCIO
---------------------------
Title: CHAIRMAN OF THE BOARD
------------------------

BISYS FUND SERVICES OHIO, INC.

By: /S/ WILLIAM J. TOMKO
---------------------------
Title: EXECUTIVE VICE PRESIDENT
------------------------

INTEGRITY MANAGEMENT &
RESEARCH, INC.

By: RICHARD F. CURCIO
---------------------------
Title: PRESIDENT
------------------------

8
<PAGE> 9

SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF ____________________
AMONG
THE VALIANT FUND,
BISYS FUND SERVICES OHIO, INC.
AND
INTEGRITY MANAGEMENT & RESEARCH, INC.

Portfolios: This Agreement shall apply to all Portfolios of The Valiant
Fund either now or hereafter created. The current portfolios
of the Company are set forth below:

U.S. Treasury Money Market Portfolio
U.S. Treasury Income Portfolio
General Money Market Portfolio
Tax-Exempt Money Market Portfolio

(collectively, the "Portfolios").

Fees: Pursuant to Article 4, in consideration of services rendered
and expenses assumed pursuant to this Agreement, the Company
will pay the Administrator on the first business day of each
month, or at such time(s) as the Administrator shall request
and the parties hereto shall agree, a fee computed daily at
the annual rate of:

Two and one-half one-hundredths of one percent
(.025%) of the Company's average daily net assets up
to $1,200,000,000.

One and one-quarter one-hundredths of one percent
(.0125%) of the Company's average daily net assets in
excess of $1,200,000,000.

For purposes of determining the fees payable to the
Administrator, the value of the net assets of a particular
Portfolio shall be computed in the manner described in the
Company's Declaration of Trust or in the Prospectus or
Statement of Additional Information respecting that Portfolio
as from time to time is in effect for the computation of the
value of such net assets in connection with the determination
of the net asset value of the shares of such Portfolio.

A-1
<PAGE> 10

The parties hereby confirm that the fees payable hereunder
shall be applied to each Portfolio as a whole, and not to
separate classes of shares within the Portfolios.

The fee payable by the Company hereunder shall be allocated to
each Portfolio based upon its pro rata share of the total fee
payable hereunder. Such fee as is attributable to each
Portfolio shall be a separate (and not joint or joint and
several) obligation of each such Portfolio. The Administrator
may agree, from time to time, to waive any fees payable under
this Agreement. Such waiver shall be at the Administrator's
sole discretion.

Term: Pursuant to Article 7, the term of this Agreement shall
commence on September 1, 1998, and shall remain in effect
through August 31, 2000 ("Initial Term"). Thereafter, unless
otherwise terminated as provided herein, this Agreement may be
renewed for successive one-year periods ("Rollover Periods")
by the execution of a letter of renewal on behalf of each of
the parties hereto at least 60 days prior to the end of the
Initial Term or any Rollover Period, as the case may be. This
Agreement may be terminated without penalty (i) by failure to
renew in the manner set forth above, (ii) by mutual agreement
of the parties or (iii) for "cause," as defined below, upon
the provision of 60 days advance written notice by the party
alleging cause. In addition, subject to the payment obligation
set forth below, this Agreement may be terminated during any
Rollover Period upon the provision of 90 days advance written
notice of termination.

For purposes of this Agreement, "cause" shall mean (a) a
material breach of this Agreement that has not been cured
within thirty (30) days following written notice of such
breach from the non-breaching party; (b) a final, unappealable
judicial, regulatory or administrative ruling or order in
which the party to be terminated has been found guilty of
criminal or unethical behavior in the conduct of its business;
or (c) financial difficulties on the part of the party to be
terminated which are evidenced by the authorization or
commencement by such party or any third party of, or
involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary case under Title
11 of the United States Code, as from time to time is in
effect, or any applicable law, other than said Title 11, of
any jurisdiction relating to the liquidation or reorganization
of debtors or to the modification or alteration of the rights
of creditors.

Notwithstanding the foregoing, after such termination for so
long as the Administrator, with the written consent of the
Company, in fact continues to perform any one or more of the
services contemplated by this Agreement or any schedule or
exhibit hereto, the provisions of this Agreement, including
without limitation the provisions dealing with
indemnification, shall continue in full force and effect.
Compensation due the Administrator and unpaid by the Company
upon such

A-2
<PAGE> 11

termination shall be immediately due and payable upon and
notwithstanding such termination. The Administrator shall be
entitled to collect from the Company, in addition to the
compensation described in this Schedule A, the amount of all
of the Administrator's cash disbursements for services in
connection with the Administrator's activities in effecting
such termination, including without limitation, the delivery
to the Company and/or its designees of the Company's property,
records, instruments and documents, or any copies thereof.
Subsequent to such termination, for a reasonable fee, the
Administrator will provide the Company with reasonable access
to any Company documents or records remaining in its
possession.

If, during the Initial Term, for any reason other than
nonrenewal, mutual agreement of the parties or "cause," as
defined above, the Administrator is replaced as administrator,
or if a third party is added to perform all or a part of the
services provided by the Administrator under this Agreement
(excluding any sub-administrator appointed by the
Administrator as provided in Article 7 hereof), then the
Company shall make a one-time cash payment, in consideration
of the fee structure and services to be provided under this
Agreement, and not as a penalty, to the Administrator equal to
the balance due the Administrator for the remainder of the
Initial Term, assuming for purposes of calculation of the
payment that such balance shall be based upon the average
amount of the Company's assets for the twelve months prior to
the date the Administrator is replaced or a third party is
added.

If, during any Rollover Term, for any reason other than
nonrenewal, mutual agreement of the parties or "cause," as
defined above, the Administrator is replaced as administrator,
or if a third party is added to perform all or a part of the
services provided by the Administrator under this Agreement
(excluding any sub-administrator appointed by the
Administrator as provided in Article 7 hereof), then the
Company shall make a one-time cash payment, in consideration
of the fee structure and services to be provided under this
Agreement, and not as a penalty, to the Administrator equal to
one-half of the balance due the Administrator for the
remainder of such Rollover Term, assuming for purposes of
calculation of the payment that such balance shall be based
upon the average amount of the Company's assets for the twelve
months prior to the date the Administrator is replaced or a
third party is added.

In the event the Company is merged into another legal entity
in part or in whole pursuant to any form of business
reorganization or is liquidated in part or in whole prior to
the expiration of the then-current term of this Agreement, the
parties acknowledge and agree that the payment obligation set
forth above shall be applicable in those instances in which
the Administrator is not retained to provide administration
services consistent with this Agreement. The one-time cash
payment referenced above shall be due and payable on the day
prior to the first day in which the Administrator is replaced
or a third party is added.

A-3

<PAGE> 1
EXHIBIT 9(b)

TRANSFER AGENCY AGREEMENT

AGREEMENT made this 1st day of September, 1998, among THE
VALIANT FUND (the "Trust"), a Massachusetts business trust having its principal
place of business at 1776 Heritage Drive, North Quincy, Massachusetts 02171,
BISYS FUND SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its
principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219, and
INTEGRITY MANAGEMENT & RESEARCH, INC. ("Integrity Management"), a Florida
corporation having its principal place of business at 1800 Second Street, Suite
757, Sarasota, Florida 34246.

WHEREAS, Integrity Management is responsible for bearing the transfer
agency expenses of the Trust pursuant to a Management Agreement dated July 29,
1993 between the Trust and Integrity Management;

WHEREAS, the Trust and Integrity Management desire that BISYS perform
certain services for each series of the Trust (individually referred to herein
as a "Fund" and collectively as the "Funds"); and

WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. Services.

BISYS shall perform for the Trust the transfer agent services
set forth in Schedule A hereto. BISYS also agrees to perform for the Trust such
special services incidental to the performance of the services enumerated herein
as agreed to by the parties from time to time. BISYS shall perform such
additional services as are provided on an amendment to Schedule A hereof, in
consideration of such fees as the parties hereto may agree.

BISYS may, at its expense, subject to the prior approval of the
Trust, which shall not be unreasonably withheld, appoint in writing other
parties qualified to perform transfer agency services reasonably acceptable to
the Trust (individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that the Sub-transfer Agent shall be the agent of BISYS and not the agent of the
Trust or such Fund, and that BISYS shall be fully responsible for the acts of
such Sub-transfer Agent and shall not be relieved of any of its responsibilities
hereunder by the appointment of such Sub-transfer Agent.

<PAGE> 2

2. Fees.

Integrity Management shall pay BISYS for the services to be
provided by BISYS under this Agreement in accordance with, and in the manner set
forth in, Schedule B hereto. Fees for any additional services to be provided by
BISYS pursuant to an amendment to Schedule A hereto shall be subject to mutual
agreement at the time such amendment to Schedule A is proposed.

3. Reimbursement of Expenses.

In addition to paying BISYS the fees described in Section 2
hereof, Integrity Management agrees to reimburse BISYS for BISYS' out-of-pocket
expenses in providing services hereunder, including the following:

(a) All freight and other delivery and bonding charges
incurred by BISYS in delivering materials to and from the
Trust and in delivering all materials to shareholders;

(b) All direct telephone, telephone transmission and telecopy
or other electronic transmission expenses incurred by
BISYS in communication with the Trust, the Trust's
investment adviser or custodian, dealers, shareholders or
others as required for BISYS to perform the services to be
provided hereunder;

(c) Costs of postage, couriers, stock computer paper,
statements, labels, envelopes, checks, reports, letters,
tax forms, proxies, notices or other form of printed
material which shall be required by BISYS for the
performance of the services to be provided hereunder;

(d) Sales taxes paid on behalf of the Trust;

(e) Expenses associated with the tracking of "as-of" trades;

(f) All systems-related expenses associated with the provision
of special reports and services pursuant to Schedule C
attached hereto;

(g) The cost of microfilm or microfiche of records or other
materials; and

(h) Any expenses BISYS shall incur at the written direction of
the President of the Trust.

4. Effective Date.

This Agreement shall become effective as of September 1, 1998
(the "Effective Date").

2
<PAGE> 3

5. Term.

This Agreement shall continue in effect with respect to a Fund,
unless earlier terminated by either party hereto as provided hereunder, until
August 31, 2000, (the "Initial Term"). Thereafter, unless otherwise terminated
as provided herein, this Agreement may be renewed for successive one-year
periods ("Rollover Periods") by the execution of a letter of renewal on behalf
of each of the parties hereto at least 60 days prior to the end of the Initial
Term or any Rollover Period, as the case may be. This Agreement may be
terminated without penalty (i) by failure to renew in the manner set forth
above, (ii) by mutual agreement of the parties or (iii) for "cause," as defined
below, upon the provision of 60 days advance written notice by the party
alleging cause. In addition, subject to the payment obligation set forth below,
this Agreement may be terminated during any Rollover Period upon the provision
of 90 days advance written notice of termination.

For purposes of this Agreement, "cause" shall mean (a) a
material breach of this Agreement that has not been cured within thirty (30)
days following written notice of such breach from the non-breaching party; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which the party to be terminated has been found guilty of criminal or unethical
behavior in the conduct of its business; or (c) financial difficulties on the
part of the party to be terminated which are evidenced by the authorization or
commencement by such party or any third party of, or involvement by way of
pleading, answer, consent or acquiescence in, a voluntary or involuntary case
under Title 11 of the United States Code, as from time to time is in effect, or
any applicable law, other than said Title 11, of any jurisdiction relating to
the liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors.

After such termination, for so long as BISYS, with the written
consent of the Trust, in fact continues to perform any one or more of the
services contemplated by this Agreement or any Schedule or exhibit hereto, the
provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by BISYS but unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. BISYS shall be entitled to collect from the Trust, in addition to
the fees and disbursements provided by Sections 2 and 3 hereof, the amount of
all of BISYS' cash disbursements in connection with BISYS' activities in
effecting such termination, including without limitation, the delivery to the
Trust and/or its distributor or investment adviser and/or other parties, of the
Trust's property, records, instruments and documents, or any copies thereof. To
the extent that BISYS may retain in its possession copies of any Trust documents
or records subsequent to such termination which copies had not been requested by
or on behalf of the Trust in connection with the termination process described
above, BISYS, for a reasonable fee, will provide the Trust with reasonable
access to such copies.

If, during the Initial Term, for any reason other than
nonrenewal, mutual agreement of the parties or "cause," as defined above, BISYS
is replaced as transfer agent, or if a third party is added to perform all or a
part of the services provided by BISYS under this Agreement (excluding any
sub-transfer agent appointed by BISYS as provided in Section 1 hereof), then the
Trust shall

3
<PAGE> 4

make a one-time cash payment, in consideration of the fee structure and services
to be provided under this Agreement, and not as a penalty, to BISYS equal to the
balance due BISYS for the remainder of the Initial Term, assuming for purposes
of calculation of the payment that such balance shall be based upon the average
number of the Trust's Funds and classes for the twelve months prior to the date
BISYS is replaced or a third party is added.

If, during any Rollover Term, for any reason other than
nonrenewal, mutual agreement of the parties or "cause," as defined above, BISYS
is replaced as transfer agent, or if a third party is added to perform all or a
part of the services provided by BISYS under this Agreement (excluding any
sub-transfer agent appointed by BISYS as provided in Section 1 hereof), then the
Trust shall make a one-time cash payment, in consideration of the fee structure
and services to be provided under this Agreement, and not as a penalty, to BISYS
equal to one-half of the balance due BISYS for the remainder of such Rollover
Term, assuming for purposes of calculation of the payment that such balance
shall be based upon the average number of the Trust's Funds and classes for the
twelve months prior to the date BISYS is replaced or a third party is added.

In the event the Trust is merged into another legal entity in
part or in whole pursuant to any form of business reorganization or is
liquidated in part or in whole prior to the expiration of the then-current term
of this Agreement, the parties acknowledge and agree that the payment obligation
set forth above shall be applicable in those instances in which BISYS is not
retained to provide transfer agency services consistent with this Agreement. The
one-time cash payment referenced above shall be due and payable on the day prior
to the first day in which BISYS is replaced or a third party is added.

6. Uncontrollable Events.

BISYS assumes no responsibility hereunder, and shall not be
liable, except in the case of BISYS' bad faith, willful misfeasance, negligence
or reckless disregard of its duties and obligations, for any damage, loss of
data, delay or any other loss whatsoever caused by events beyond its reasonable
control.

7. Legal Advice.

BISYS may apply to the Trust at any time for instructions and
may consult counsel for the Trust and with accountants and other experts
retained by the Trust with respect to any matter arising in connection with
Bissell's duties, and shall not be liable or accountable for any action taken or
omitted by it in good faith in accordance with such instruction or with the
opinion of such counsel, accountants or other experts.

8. Instructions.

Whenever BISYS is requested or authorized to take action
hereunder pursuant to instructions from a shareholder, or a properly authorized
agent of a shareholder ("shareholder's

4
<PAGE> 5

agent"), concerning an account in a Fund, BISYS shall, subject to Section 9
below, be entitled to rely upon any certificate, letter or other instrument or
communication, reasonably believed by BISYS to be genuine and to have been
properly made, signed or authorized by an officer or other authorized agent of
the Trust or by the shareholder or shareholder's agent, as the case may be, and
shall, subject to Section 9 below, be entitled to receive as conclusive proof of
any fact or matter required to be ascertained by it hereunder a certificate
signed by an officer of the Trust or any other person authorized by the Trust's
Board of Trustees or by the shareholder or shareholder's agent, as the case may
be.

As to the services to be provided hereunder, BISYS may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Trust relating to the Funds to the extent that such services
are described therein unless BISYS receives written instructions to

9. Standard of Care; Reliance on Records and Instructions;
Indemnification.

BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Trust
for any action taken or omitted by BISYS in the absence of bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties. The Trust agrees to indemnify and hold harmless BISYS, its employees,
agents, directors, officers and nominees from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and from and
against any and all judgments, liabilities, losses, damages, costs, charges,
counsel fees and other expenses of every nature and character arising out of or
in any way relating to BISYS' actions taken or nonactions with respect to the
performance of services under this Agreement or based, if applicable, upon
reasonable reliance on information, records, instructions or requests given or
made to BISYS by the Trust, the investment adviser and on any records provided
by any fund accountant or custodian thereof; provided that this indemnification
shall not apply to actions or omissions of BISYS in cases of its own bad faith,
willful misfeasance, negligence or from reckless disregard by it of its
obligations and duties; and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, BISYS shall give
the Trust written notice of and reasonable opportunity to defend against said
claim in its own name or in the name of BISYS.

10. Record Retention and Confidentiality.

BISYS shall keep and maintain on behalf of the Trust all books
and records which the Trust or BISYS is, or may be, required to keep and
maintain pursuant to any applicable statutes, rules and regulations, including
without limitation Rules 31a-1 and 31a-2 under the Investment Company Act of
1940, as amended (the "1940 Act"), relating to the maintenance of books and
records in connection with the services to be provided hereunder. BISYS further
agrees that all such books and records shall be the property of the Trust and to
make such books and records available for inspection by the Trust or by the
Securities and Exchange Commission (the "Commission") at reasonable times and
otherwise to keep confidential all books and records and other information
relative to the Trust and its shareholders, except when requested to divulge
such information by

5
<PAGE> 6

duly-constituted authorities or court process, or requested by a shareholder or
shareholder's agent with respect to information concerning an account as to
which such shareholder has either a legal or beneficial interest or when
requested by the Trust, the shareholder, or shareholder's agent, or the dealer
of record as to such account.

11. Reports.

BISYS will furnish to the Trust and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Trust in writing,
such reports at such times as are prescribed in Schedule C attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Schedule
C. The Trust agrees to examine each such report or copy promptly and will report
or cause to be reported any errors or discrepancies therein.

12. Rights of Ownership.

All computer programs and procedures developed to perform
services required to be provided by BISYS under this Agreement are the property
of BISYS. All records and other data except such computer programs and
procedures are the exclusive property of the Trust and all such other records
and data will be furnished to the Trust in appropriate form as soon as
practicable after termination of this Agreement for any reason.

13. Return of Records.

BISYS shall maintain customary records in connection with its
duties as specified in this Agreement. BISYS acknowledges and agrees that any
records to be maintained and preserved pursuant to applicable laws and
regulations which are prepared or maintained by BISYS on behalf of the Trust
shall be prepared and maintained at the expense of BISYS, but shall be the
property of the Trust and will be made available to or surrendered promptly to
the Trust on request; provided that, in connection with the termination of this
Agreement, such records shall be surrendered to the Trust or its designee
promptly following the date of such termination or at such other time that is
reasonably requested by the Trust.

14. Bank Accounts.

The Trust and the Funds shall establish and maintain such bank
accounts with such bank or banks as are selected by the Trust, as are necessary
in order that BISYS may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require BISYS directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Trust and Funds shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.

6
<PAGE> 7

15. Representations of the Trust.

The Trust certifies to BISYS that: (a) as of the close of
business on the Effective Date, each Fund which is in existence as of the
Effective Date has authorized unlimited shares, and (b) this Agreement has been
duly authorized by the Trust and, when executed and delivered by the Trust, will
constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.

16. Representations of BISYS.

BISYS represents and warrants that: (a) BISYS has been in, and
shall continue to be in compliance in all material respects with all provisions
of law, including Section 17A(c) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), required in connection with the performance of its
duties under this Agreement; and (b) the various procedures and systems which
BISYS has implemented with regard to safekeeping from loss or damage
attributable to fire, theft or any other cause of the blank checks, records, and
other data of the Trust and BISYS' records, data, equipment, facilities and
other property used in the performance of its obligations hereunder are adequate
and that it will make such changes therein from time to time as are required for
the secure performance of its obligations hereunder.

17. Insurance.

BISYS shall notify the Trust immediately should any of its
insurance coverage be canceled or reduced. Such notification shall include the
date of change and the reasons therefor. BISYS shall notify the Trust of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Trust as they may be made of the total outstanding claims made by BISYS under
its insurance coverage.

18. Information to be Furnished by the Trust and Funds.

The Trust has furnished to BISYS the following:

(a) Copies of the Declaration of Trust of the Trust and of any
amendments thereto, certified by the proper official of
the state in which such Declaration has been filed.

(b) Copies of the following documents:

1. The Trust's By-Laws and any amendments thereto;

2. Certified copies of resolutions of the Board of
Trustees covering the following matters:

7
<PAGE> 8

A. Approval of this Agreement and authorization
of a specified officer of the Trust to
execute and deliver this Agreement and
authorization for specified officers of the
Trust to instruct BISYS hereunder; and

B. Authorization of BISYS to act as Transfer
Agent for the Trust on behalf of the Funds.

(c) A list of all officers of the Trust, together with
specimen signatures of those officers, who are authorized
to instruct BISYS in all matters.

(d) Two copies of the following (if such documents are
employed by the Trust):

1. Prospectuses and Statement of Additional
Information;

2. Distribution Agreement; and

3. All other forms commonly used by the Trust or its
Distributor with regard to their relationships and
transactions with shareholders of the Funds.

(e) A certificate as to shares of beneficial interest of the
Trust authorized, issued, and outstanding as of the
Effective Date of BISYS' appointment as Transfer Agent (or
as of the date on which BISYS' services are commenced,
whichever is the later date) and as to receipt of full
consideration by the Trust for all shares outstanding,
such statement to be certified by the Treasurer of the
Trust.

19. Information Furnished by BISYS.

BISYS has furnished to the Trust the following:

(a) BISYS' Articles of Incorporation.

(b) BISYS' Bylaws and any amendments thereto.

1. Approval of this Agreement, and authorization of a
specified officer of BISYS to execute and deliver
this Agreement;

2. Authorization of BISYS to act as Transfer Agent for
the Trust.

(d) A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed
with the Commission pursuant to Rule 17Ad-13 under the
Exchange Act.

8
<PAGE> 9

20. Amendments to Documents.

The Trust shall furnish BISYS written copies of any amendments
to, or changes in, any of the items referred to in Section 18 hereof forthwith
upon such amendments or changes becoming effective.

21. Reliance on Amendments.

BISYS may rely on any amendments to or changes in any of the
documents and other items to be provided by the Trust pursuant to Sections 18
and 20 of this Agreement and the Trust hereby indemnifies and holds harmless
BISYS from and against any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character which may result from actions or omissions on the
part of BISYS in reasonable reliance upon such amendments and/or changes;
provided, however, that BISYS shall not be entitled to such indemnification in
the case of Bissell's bad faith, willful misfeasance, negligence or reckless
disregard of its duties and obligations. Although BISYS is authorized to rely on
the above-mentioned amendments to and changes in the documents and other items
to be provided pursuant to Sections 18 and 20 hereof, BISYS shall be under no
duty to comply with or take any action as a result of any of such amendments or
changes unless the Trust first obtains BISYS' written consent to and approval of
such amendments or changes which consent and approval shall not be unreasonably
withheld.

22. Compliance with Law.

Except for the obligations of BISYS set forth in Section 10
hereof, the Trust assumes full responsibility for the preparation, contents, and
distribution of each prospectus of the Trust as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction. BISYS shall have no obligation to take
cognizance of any laws relating to the sale of the Trust's shares. The Trust
represents and warrants that no shares of the Trust will be offered to the
public until the Trust's registration statement under the 1933 Act and the 1940
Act has been declared or becomes effective.

23. Notices.

Any notice provided hereunder shall be sufficiently given when sent by
registered or certified mail to the party required to be served with such notice
at the following addresses: if to the Trust, at 1776 Heritage Drive, North
Quincy, Massachusetts 02171, with copies to: Integrity Management & Research,
Inc., 1800 Second Street, Suite 757, Sarasota, Florida 34246, Attn: Richard
Curcio; and if to BISYS, at 3435 Stelzer Road, Columbus, Ohio 43219; or at such
other address as such party may from time to time specify in writing to the
other party pursuant to this Section. Notices shall be effective upon receipt.

9
<PAGE> 10

24. Headings.

Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.

25. Assignment.

This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 25 shall not limit or in any way affect
BISYS' right to appoint a Sub-transfer Agent pursuant to Section 1 hereof. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.

26. Governing Law and Matters Relating to the Trust as a
Massachusetts Business Trust.

This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio. The parties agree
that no Fund shall be liable for the obligations of any other Fund arising
hereunder. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees, officers or
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust.

10
<PAGE> 11

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

THE VALIANT FUND

By: /S/ RICHARD F. CURCIO
----------------------------
Title: CHAIRMAN OF THE BOARD
-------------------------

BISYS FUND SERVICES OHIO, INC.

By: /S/ WILLIAM J. TOMKO
----------------------------
Title: EXECUTIVE VICE PRESIDENT
-------------------------

INTEGRITY MANAGEMENT &
RESEARCH, INC.

By: /S/ RICHARD F. CURCIO
----------------------------
Title: PRESIDENT
-------------------------

12
<PAGE> 12

SCHEDULE A
TO THE TRANSFER AGENCY AGREEMENT
AMONG
THE VALIANT FUND,
BISYS FUND SERVICES OHIO, INC.
AND
INTEGRITY MANAGEMENT & RESEARCH, INC.

TRANSFER AGENCY SERVICES

1. Shareholder Transactions

a. Process shareholder purchase and redemption orders.

b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.

c. Issue confirmations in compliance with Section 10 of the
Securities Exchange Act of 1934, as amended, and the rules
thereunder.

d. Issue periodic statements for shareholders.

e. Process transfers and exchanges.

f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.

2. Shareholder Information Services

a. Make information available to shareholder servicing unit and
other remote access units regarding trade date, share price,
current holdings, yields, and dividend information.

b. Produce detailed history of transactions through duplicate or
special order statements upon request.

c. Provide mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.

A-1
<PAGE> 13

3. Compliance Reporting

a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in
which the Fund is registered.

b. Prepare and distribute appropriate Internal Revenue Service
forms for corresponding Fund and shareholder income and capital
gains.

c. Issue tax withholding reports to the Internal Revenue Service.

4. Dealer/Load Processing (if applicable)

a. Provide reports for tracking rights of accumulation and
purchases made under a Letter of Intent.

b. Account for separation of shareholder investments from
transaction sale charges for purchase of Fund shares.

c. Calculate fees due under 12b-1 plans for distribution and
marketing expenses.

d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load
Fund.

5. Shareholder Account Maintenance

a. Maintain all shareholder records for each account in the Trust.

b. Issue customer statements on scheduled cycle, providing
duplicate second and third party copies if required.

c. Record shareholder account information changes.

d. Maintain account documentation files for each shareholder.

A-2
<PAGE> 14

SCHEDULE B
TO THE TRANSFER AGENCY AGREEMENT
AMONG
THE VALIANT FUND,
BISYS FUND SERVICES OHIO, INC.
AND
INTEGRITY MANAGEMENT & RESEARCH, INC.

TRANSFER AGENT FEES*

Monthly Per Class Per Fund Fee:

$500.00 per class per Fund, except for the U.S. Treasury Income
Portfolio for which such fee is waived during those months in which the U.S.
Treasury Income Portfolio is not operational. For purposes of the foregoing, the
parties shall identify in a separate writing those months during which the U.S.
Treasury Income Portfolio is not operational.

Additional Services:

Additional services such as IRA processing, development of interface
capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps
between DDAs and mutual fund accounts and coordination of the printing and
distribution of prospectuses, annual reports and semi-annual reports are subject
to additional fees which will be quoted upon request. Programming costs or
database management fees for special reports or specialized processing will be
quoted upon request.

Multiple Classes of Shares:

Classes of shares which have different net asset values or pay different daily
dividends will be treated as separate classes, and the fee schedule above,
including the appropriate minimums, will be charged for each separate class.

Out-of-pocket Expenses:

BISYS shall be entitled to be reimbursed for the out-of-pocket expenses set
forth in Section 3 of the Transfer Agency Agreement to which this Schedule B is
attached.

- --------
* Fees are based upon institutional class structure only.

B-1
<PAGE> 15

SCHEDULE C
TO THE TRANSFER AGENCY AGREEMENT
AMONG
THE VALIANT FUND,
BISYS FUND SERVICES OHIO, INC.
AND
INTEGRITY MANAGEMENT & RESEARCH, INC.

REPORTS

1. Daily Shareholder Activity Journal

2. Daily Fund Activity Summary Report

a. Beginning Balance

b. Dealer Transactions

c. Shareholder Transactions

d. Reinvested Dividends

e. Exchanges

f. Adjustments

g. Ending Balance

3. Daily Wire and Check Registers

4. Monthly Dealer Processing Reports

5. Monthly Dividend Reports

6. Sales Data Reports for Blue Sky Registration

7. Annual report by independent public accountants concerning BISYS'
shareholder system and internal accounting control systems to be filed
with the Securities and Exchange Commission pursuant to Rule 17Ad-13 of
the Securities Exchange Act of 1934, as amended.

8. Such special reports and additional information that the parties may
agree upon, from time to time.

C-1

<PAGE> 1
EXHIBIT 9(c)

FUND ACCOUNTING AGREEMENT

AGREEMENT made this 1st day of September, 1998, among THE VALIANT FUND
(the "Trust"), a Massachusetts business trust having its principal place of
business at 1776 Heritage Drive, North Quincy, Massachusetts 02171, BISYS FUND
SERVICES OHIO, INC. ("Fund Accountant"), a corporation organized under the laws
of the State of Ohio and having its principal place of business at 3435 Stelzer
Road, Columbus, Ohio 43219, and INTEGRITY MANAGEMENT & RESEARCH, INC.
("Integrity Management"), a corporation organized under the laws of the State of
Florida and having its principal place of business at 1800 Second Street, Suite
757, Sarasota, Florida 34246.

WHEREAS, Integrity Management is responsible for management of the
business affairs and the investments of the Trust under a certain Management
Agreement dated July 19, 1993 between the Trust and Integrity Management under
which Integrity Management is obligated to perform, or arrange for the
performance of, administrative services, including fund accounting services, for
the Trust;

WHEREAS, the Trust and Integrity Management desire that Fund Accountant
perform certain fund accounting services for each investment portfolio of the
Trust, all as now or hereafter may be established from time to time
(individually referred to herein as the "Fund" and collectively as the "Funds");
and

WHEREAS, Fund Accountant is willing to perform such services on the
terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. Services as Fund Accountant.

(a) MAINTENANCE OF BOOKS AND RECORDS. Fund Accountant
will keep and maintain the following books and
records of each Fund pursuant to Rule 31a-1 under the
Investment Trust Act of 1940 (the "Rule"):

(i) Journals containing an itemized daily record
in detail of all purchases and sales of
securities, all receipts and disbursements
of cash and all other debits and credits, as
required by subsection (b)(1) of the Rule;

(ii) General and auxiliary ledgers reflecting all
asset, liability, reserve, capital, income
and expense accounts, including interest
accrued and interest received, as required
by subsection (b)(2)(I) of the Rule;

<PAGE> 2

(iii) Separate ledger accounts required by
subsection (b)(2)(ii) and (iii) of the Rule;
and

(iv) A monthly trial balance of all ledger
accounts (except shareholder accounts) as
required by subsection (b)(8) of the Rule.

(b) PERFORMANCE OF DAILY ACCOUNTING SERVICES. In addition
to the maintenance of the books and records specified
above, Fund Accountant shall perform the following
accounting services daily for each Fund:

(i) Calculate the net asset value per share
utilizing prices obtained from the sources
described in subsection 1(b)(ii) below;

(ii) Obtain security prices from independent
pricing services, or if such quotes are
unavailable, then obtain such prices from
each Fund's investment adviser or its
designee, as approved by the Trust's Board
of Trustees;

(iii) Verify and reconcile with the Funds'
custodian all daily trade activity;

(iv) Compute, as appropriate, each Fund's net
income and capital gains, dividend payables,
dividend factors, 7-day yields, 7-day
effective yields, 30-day yields, and
weighted average portfolio maturity;

(v) Review daily the net asset value calculation
and dividend factor (if any) for each Fund
prior to release to shareholders, check and
confirm the net asset values and dividend
factors for reasonableness and deviations,
and distribute net asset values and yields
to NASDAQ;

(vi) Report to the Trust the daily market pricing
of securities in any money market Funds,
with the comparison to the amortized cost
basis;

(vii) Determine unrealized appreciation and
depreciation on securities held in variable
net asset value Funds;

(viii) Amortize premiums and accrete discounts on
securities purchased at a price other than
face value, if requested by the Trust;

(ix) Update fund accounting system to reflect
rate changes, as received from a Fund's
investment adviser, on variable interest
rate instruments;

2
<PAGE> 3

(x) Post Fund transactions to appropriate
categories;

(xi) Accrue expenses of each Fund according to
instructions received from the Trust's
Administrator;

(xii) Determine the outstanding receivables and
payables for all (1) security trades, (2)
Fund share transactions and (3) income and
expense accounts;

(xiii) Provide accounting reports in connection
with the Trust's regular annual audit and
other audits and examinations by regulatory
agencies; and

(xiv) Provide such periodic reports as the parties
shall agree upon, as set forth in a separate
schedule.

(i) Fund Accountant may provide additional
special reports upon the request of the
Trust or a Fund's investment adviser, which
may result in an additional charge, the
amount of which shall be agreed upon between
the parties.

(ii) Fund Accountant may provide such other
similar services with respect to a Fund as
may be reasonably requested by the Trust,
which may result in an additional charge,
the amount of which shall be agreed upon
between the parties.

(d) ADDITIONAL ACCOUNTING SERVICES. Fund Accountant shall
also perform the following additional accounting
services for each Fund:

(i) Provide monthly a download (and hard copy
thereof) of the financial statements
described below, upon request of the Trust.
The download will include the following
items:

Statement of Assets and Liabilities,
Statement of Operations,
Statement of Changes in Net Assets, and
Condensed Financial Information;

(ii) Provide accounting information for the
following:

3
<PAGE> 4

(A) federal and state income tax
returns and federal excise tax
returns; (B) the Trust's
semi-annual reports with the
Securities and Exchange Commission
("SEC") on Form N-SAR;
(C) the Trust's annual, semi-annual and
quarterly (if any) shareholder
reports;
(D) registration statements on Form
N-1A and other filings relating to
the registration of shares;
(E) the Administrator's monitoring of
each Trust's status as a regulated
investment Trust under Subchapter M
of the Internal Revenue Code, as
amended;
(F) annual audit by the Trust's
auditors; and (G) examinations
performed by the SEC.

2. Subcontracting.

Fund Accountant may, at its expense, subject to the prior
approval of the Trust, which shall not be unreasonably withheld, subcontract
with any entity or person concerning the provision of the services contemplated
hereunder; provided, however, that Fund Accountant shall not be relieved of any
of its obligations under this Agreement by the appointment of such subcontractor
and provided further, that Fund Accountant shall be responsible, to the extent
provided in Section 7 hereof, for all acts of such subcontractor as if such acts
were its own.

3. Compensation.

Integrity Management shall pay Fund Accountant for the
services to be provided by Fund Accountant under this Agreement in accordance
with, and in the manner set forth in, Schedule A hereto, as such Schedule may be
amended from time to time.

4. Reimbursement of Expenses.

In addition to paying Fund Accountant the fees described in
Section 3 hereof, Integrity Management agrees to reimburse Fund Accountant for
its out-of-pocket expenses in providing services hereunder, including the
following:

(a) All freight and other delivery and bonding charges incurred by
Fund Accountant in delivering materials to and from the Trust;

(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by Fund
Accountant in communication with the

4
<PAGE> 5

Trust, the Trust's investment adviser or custodian, dealers or
others as required for Fund Accountant to perform the services
to be provided hereunder;

(d) The cost of microfilm or microfiche of records or other
materials;

(e) All systems-related expenses associated with the provision of
special reports and services pursuant to Section 1 (c) herein;
and

(f) Any expenses Fund Accountant shall incur at the written
direction of the President of the Trust.

5. Effective Date.

This Agreement shall become effective with respect to a Fund
as of September 1, 1998 (or, if a particular Fund is not in existence on that
date, on the date such Fund commences operation) (the "Effective Date").

6. Term.

This Agreement shall continue in effect with respect to a
Fund, unless earlier terminated by either party hereto as provided hereunder,
until August 31, 2000 (the "Initial Term"). Thereafter, unless otherwise
terminated as provided herein, this Agreement may be renewed for successive
one-year periods ("Rollover Periods") by the execution of a letter of renewal on
behalf of each of the parties hereto at least 60 days prior to the end of the
Initial Term or any Rollover Period, as the case may be. This Agreement may be
terminated without penalty (i) by failure to renew in the manner set forth
above, (ii) by mutual agreement of the parties or (iii) for "cause," as defined
below, upon the provision of 60 days advance written notice by the party
alleging cause. In addition, subject to the payment obligation set forth below,
this Agreement may be terminated during any Rollover Period upon the provision
of 90 days advance written notice of termination.

For purposes of this Agreement, "cause" shall mean (a) a
material breach if the Agreement that has not been cured within thirty (30) days
following written notice of such breach from the non-breaching party; (b) a
final, unappealable judicial, regulatory or administrative ruling or order in
which the party to be terminated has been found guilty of criminal or unethical
behavior in the conduct of its business; or (c) financial difficulties on the
part of the party to be terminated which are evidenced by the authorization or
commencement by such party or any third party of, or involvement by way of
pleading, answer, consent or acquiescence in, a voluntary or involuntary case
under Title 11 of the United States Code, as from time to time is in effect, or
any applicable law, other than said Title 11, of any jurisdiction relating to
the liquidation or reorganization of debtors or to the modification or
alteration of the rights of creditors.

5
<PAGE> 6

After such termination for so long as Fund Accountant, with
the written consent of the Trust, in fact continues to perform any one or more
of the services contemplated by this Agreement or any schedule or exhibit
hereto, the provisions of this Agreement, including without limitation the
provisions dealing with indemnification, shall continue in full force and
effect. Compensation due Fund Accountant and unpaid by the Trust upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. Fund Accountant shall be entitled to collect from the Trust, in
addition to the compensation described under Section 3 hereof, the amount of all
of Fund Accountant's cash disbursements for services in connection with Fund
Accountant's activities in effecting such termination, including without
limitation, the delivery to the Trust and/or its designees of the Trust's
property, records, instruments and documents, or any copies thereof. Subsequent
to such termination, for a reasonable fee, Fund Accountant will provide the
Trust with reasonable access to any Trust documents or records remaining in its
possession.

If, during the Initial Term, for any reason other than
nonrenewal, mutual agreement of the parties or "cause," as defined above, Fund
Accountant is replaced as fund accountant, or if a third party is added to
perform all or a part of the services provided by Fund Accountant under this
Agreement (excluding any sub-fund accountant appointed by Fund Accountant as
provided in Section 2 hereof), then the Trust shall make a one-time cash
payment, in consideration of the fee structure and services to be provided under
this Agreement, and not as a penalty, to Fund Accountant equal to the balance
due Fund Accountant for the remainder of the Initial Term, assuming for purposes
of calculation of the payment that such balance shall be based upon the average
amount of the Trust's assets for the twelve months prior to the date Fund
Accountant is replaced or a third party is added.

If, during any Rollover Term, for any reason other than
nonrenewal, mutual agreement of the parties or "cause," as defined above, Fund
Accountant is replaced as fund accountant, or if a third party is added to
perform all or a part of the services provided by Fund Accountant under this
Agreement (excluding any sub-fund accountant appointed by Fund Accountant as
provided in Section 2 hereof), then the Trust shall make a one-time cash
payment, in consideration of the fee structure and services to be provided under
this Agreement, and not as a penalty, to Fund Accountant equal to one-half of
the balance due Fund Accountant for the remainder of such Rollover Term,
assuming for purposes of calculation of the payment that such balance shall be
based upon the average amount of the Trust's assets for the twelve months prior
to the date Fund Accountant is replaced or a third party is added.

In the event the Trust is merged into another legal entity in
part or in whole pursuant to any form of business reorganization or is
liquidated in part or in whole prior to the expiration of the then-current term
of this Agreement, the parties acknowledge and agree that the payment obligation
set forth above shall be applicable in those instances in which Fund Accountant
is not retained to provide fund accounting services consistent with this
Agreement. The one-time cash

6
<PAGE> 7

payment referenced above shall be due and payable on the day prior to the first
day in which Fund Accountant is replaced or a third party is added.

7. Standard of Care; Reliance on Records and Instructions;
Indemnification.

Fund Accountant shall use its best efforts to insure the
accuracy of all services performed under this Agreement, but shall not be liable
to the Trust for any action taken or omitted by Fund Accountant in the absence
of bad faith, willful misfeasance, negligence or from reckless disregard by it
of its obligations and duties. A Fund agrees to indemnify and hold harmless Fund
Accountant, its employees, agents, directors, officers and nominees from and
against any and all claims, demands, actions and suits, whether groundless or
otherwise, and from and against any and all judgments, liabilities, losses,
damages, costs, charges, counsel fees and other expenses of every nature and
character arising out of or in any way relating to Fund Accountant's actions
taken or nonactions with respect to the performance of services under this
Agreement with respect to such Fund or based, if applicable, upon reasonable
reliance on information, records, instructions or requests with respect to such
Fund given or made to Fund Accountant by a duly authorized representative of the
Trust; provided that this indemnification shall not apply to actions or
omissions of Fund Accountant in cases of its own bad faith, willful misfeasance,
negligence or from reckless disregard by it of its obligations and duties, and
further provided that prior to confessing any claim against it which may be the
subject of this indemnification, Fund Accountant shall give the Trust written
notice of and reasonable opportunity to defend against said claim in its own
name or in the name of Fund Accountant.

8. Record Retention and Confidentiality.

Fund Accountant shall keep and maintain on behalf of the Trust
all books and records which the Trust or Fund Accountant is, or may be, required
to keep and maintain pursuant to any applicable statutes, rules and regulations,
including without limitation Rules 31a-1 and 31a-2 under the Investment Trust
Act of 1940, as amended (the "1940 Act"), relating to the maintenance of books
and records in connection with the services to be provided hereunder. Fund
Accountant further agrees that all such books and records shall be the property
of the Trust and to make such books and records available for inspection by the
Trust or by the Securities and Exchange Commission at reasonable times and
otherwise to keep confidential all books and records and other information
relative to the Trust and its shareholders; except when requested to divulge
such information by duly-constituted authorities or court process.

9. Uncontrollable Events.

Fund Accountant assumes no responsibility hereunder, and shall
not be liable, except in the case of Fund Accountant's bad faith, willful
misfeasance, negligence or reckless disregard of its duties and obligations, for
any damage, loss of data, delay or any other loss whatsoever caused by events
beyond its reasonable control.

7
<PAGE> 8

10. Reports.

Fund Accountant will furnish to the Trust and to its properly
authorized auditors, investment advisers, examiners, distributors, dealers,
underwriters, salesmen, insurance companies and others designated by the Trust
in writing, such reports and at such times as are prescribed pursuant to the
terms and the conditions of this Agreement to be provided or completed by Fund
Accountant, or as subsequently agreed upon by the parties pursuant to an
amendment hereto. The Trust agrees to examine each such report or copy promptly
and will report or cause to be reported any errors or discrepancies therein.

11. Rights of Ownership.

All computer programs and procedures developed to perform
services required to be provided by Fund Accountant under this Agreement are the
property of Fund Accountant. All records and other data except such computer
programs and procedures are the exclusive property of the Trust and all such
other records and data will be furnished to the Trust in appropriate form as
soon as practicable after termination of this Agreement for any reason.

12. Return of Records.

Fund Accountant shall maintain customary records in connection
with its duties as specified in this Agreement. Fund Accountant acknowledges and
agrees that any records required to be maintained and preserved pursuant to
applicable laws and regulations which are prepared or maintained by Fund
Accountant on behalf of the Trust shall be prepared and maintained at the
expense of Fund Accountant, but shall be the property of the Trust and will be
made available to or surrendered promptly to the Trust on request; provided
that, in connection with the termination of this Agreement, such records shall
be surrendered to the Trust or its designee promptly following the date of such
termination or at such other time that is reasonably requested by the Trust.

13. Representations of the Trust.

The Trust certifies to Fund Accountant that: (1) as of the
close of business on the Effective Date, each Fund that is in existence as of
the Effective Date has authorized unlimited shares, and (2) this Agreement has
been duly authorized by the Trust and, when executed and delivered by the Trust,
will constitute a legal, valid and binding obligation of the Trust, enforceable
against the Trust in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.

8
<PAGE> 9

14. Representations of Fund Accountant.

Fund Accountant represents and warrants that: (1) the various
procedures and systems which Fund Accountant has implemented with regard to
safeguarding from loss or damage attributable to fire, theft, or any other cause
the records, and other data of the Trust and Fund Accountant's records, data,
equipment facilities and other property used in the performance of its
obligations hereunder are adequate and that it will make such changes therein
from time to time as are required for the secure performance of its obligations
hereunder, and (2) this Agreement has been duly authorized by Fund Accountant
and, when executed and delivered by Fund Accountant, will constitute a legal,
valid and binding obligation of Fund Accountant, enforceable against Fund
Accountant in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties.

15. Insurance.

Fund Accountant shall notify the Trust immediately should any
of its insurance coverage be canceled or reduced. Such notification shall
include the date of change and the reasons therefor. Fund Accountant shall
notify the Trust of any material claims against it with respect to services
performed under this Agreement, whether or not they may be covered by insurance,
and shall notify the Trust as they may be made of the total outstanding claims
made by Fund Accountant under its insurance coverage.

16. Information to be Furnished by the Trust and Funds.

The Trust has furnished to Fund Accountant the following:

(a) Copies of the Declaration of Trust of the Trust and
of any amendments thereto, certified by the proper
official of the state in which such document has been
filed.

(b) Copies of the following documents:

(i) The Trust's Bylaws and any amendments
thereto; and

(ii) Certified copies of resolutions of the Board
of Trustees covering the approval of this
Agreement, authorization of a specified
officer of the Trust to execute and deliver
this Agreement and authorization for
specified officers of the Trust to instruct
Fund Accountant thereunder.

(c) A list of all the officers of the Trust, together
with specimen signatures of those officers who are
authorized to instruct Fund Accountant in all
matters.

<PAGE> 10

(d) Two copies of the Prospectuses and Statements of
Additional Information for each Fund.

17. Information Furnished by Fund Accountant.

(a) Fund Accountant has furnished to the Trust the
following:

(i) Fund Accountant's Articles of Incorporation;
and

(ii) Fund Accountant's Bylaws and any amendments
thereto.

(b) Fund Accountant shall, upon request, furnish
certified copies of corporate actions covering the
following matters:

(i) Approval of this Agreement, and
authorization of a specified officer of Fund
Accountant to execute and deliver this
Agreement; and

(ii) Authorization of Fund Accountant to act as
fund accountant for the Trust and to provide
accounting services for the Trust.

18. Amendments to Documents.

The Trust shall furnish Fund Accountant written copies of any
amendments to, or changes in, any of the items referred to in Section 16 hereof
forthwith upon such amendments or changes becoming effective.

19. Compliance with Law.

Except for the obligations of Fund Accountant set forth in
Section 8 hereof, the Trust assumes full responsibility for the preparation,
contents and distribution of each prospectus of the Trust as to compliance with
all applicable requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the 1940 Act and any other laws, rules and regulations of
governmental authorities having jurisdiction. Fund Accountant shall have no
obligation to take cognizance of any laws relating to the sale of the Trust's
shares. The Trust represents and warrants that no shares of the Trust will be
offered to the public until the Trust's registration statement under the
Securities Act and the 1940 Act has been declared or becomes effective.

10
<PAGE> 11

20. Notices.

Any notice provided hereunder shall be sufficiently given when
sent by registered or certified mail to the party required to be served with
such notice, at the following addresses: if to the Trust, at 1776 Heritage Road,
North Quincy Massachusetts 02171, with copies to: Integrity Management &
Research, Inc., 1800 Second Street, Suite 757, Sarasota, Florida 34246, Attn:
Richard Curcio; and, if to the Fund Accountant, at 3435 Stelzer Road, Columbus,
Ohio 43219; or at such other address as such party may from time to time specify
in writing to the other party pursuant to this Section. Notices will be
effective upon receipt.

21. Headings.

Paragraph headings in this Agreement are included for
convenience only and are not to be used to construe or interpret this Agreement.

22. Assignment.

This Agreement and the rights and duties hereunder shall not
be assignable with respect to a Fund by either of the parties hereto except by
the specific written consent of the other party. This Agreement shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and permitted assigns.

23. Governing Law.

This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio.

24. Limitation of Liability of the Funds, Trustees and
Shareholders.

The parties agree that no Fund shall be liable for the
obligations of any other Fund arising hereunder. A copy of the Agreement and
Declaration of Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders of the Trust individually but are
binding only upon the assets and property of the Trust.

11
<PAGE> 12

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed all as of the day and year first above written.

THE VALIANT FUND

By /S/ RICHARD F. CURCIO
---------------------------
Title: CHAIRMAN OF THE BOARD

BISYS FUND SERVICES OHIO, INC.

By: /S/ WILLIAM J. TOMKO
--------------------------
Title: EXECUTIVE VICE PRESIDENT

INTEGRITY MANAGEMENT &
RESEARCH, INC.

By: /S/ RICHARD F. CURCIO
--------------------------
Title: PRESIDENT

12
<PAGE> 13

SCHEDULE A
TO THE FUND ACCOUNTING AGREEMENT
AMONG
THE VALIANT FUND,
BISYS FUND SERVICES OHIO, INC.
AND
INTEGRITY MANAGEMENT & RESEARCH, INC.

FEES

Except for the U.S. Treasury Income Portfolio, for which a separate fee schedule
is set forth below, Fund Accountant shall be entitled to receive a fee in
accordance with the following schedule, subject to a monthly minimum fee of
$3000 for up to four (4) classes for each Fund:

Two and one-quarter one-hundredths of one percent (.0225%) of each
Fund's average daily net assets up to $100 million.

One and one-quarter one-hundredths of one percent (.0125%) of each
Fund's average daily net assets in excess of $100 million up to $200
million.

One-half of one-hundredth of one percent (.005%) of each Fund's average
daily net assets in excess of $200 million.

U.S. Treasury Income Portfolio

For those months during which the U.S. Treasury Income Portfolio is operational,
Fund Accountant shall be entitled to receive a fee for such Portfolio in
accordance with the following schedule, subject to a monthly minimum fee of
$200:

Two and one-quarter one-hundredths of one percent (.0225%) of the
Fund's average daily net assets up to $100 million.

One and one-quarter one-hundredths of one percent (.0125%) of the
Fund's average daily net assets in excess of $100 million up to $200
million.

One-half of one-hundredth of one percent (.005%) of the Fund's average
daily net assets in excess of $200 million.

A-1
<PAGE> 14

For those months during which the U.S. Treasury Income Portfolio is not
operational, Fund Accountant shall be entitled to receive a monthly minimum fee
of $200.

For purposes of the foregoing, the parties shall identify in a separate writing
those months during which the U.S. Treasury Income Portfolio is not operational.

Out-of-Pocket Expenses

In addition to the fees described herein, Fund Accountant shall be reimbursed
for out-of-pocket expenses in accordance with Section 4 of this Agreement.

THE VALIANT FUND

By /S/ RICHARD F. CURCIO
---------------------------
Title: CHAIRMAN OF THE BOARD

BISYS FUND SERVICES OHIO, INC.

By: /S/ WILLIAM J. TOMKO
--------------------------
Title: EXECUTIVE VICE PRESIDENT

INTEGRITY MANAGEMENT &
RESEARCH, INC.

By: /S/ RICHARD F. CURCIO
--------------------------
Title: PRESIDENT

A-2

<PAGE> 1

Exhibit 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 7 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated October 5, 1998, relating to the financial
statements and financial highlights appearing in the August 31, 1998 Annual
Report to Shareholders of The Valiant Fund, which is also incorporated by
reference into the Registration Statement. We also consent to the references to
us under the headings "Financial Highlights" in the Prospectus and "Independent
Accountants and Financial Statements" in the Statement of Additional
Information.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
November 23, 1998

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<OTHER-ITEMS-LIABILITIES> 2,479,269
<TOTAL-LIABILITIES> 2,479,269
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 326,683,455
<SHARES-COMMON-PRIOR> 300,436,663
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<DISTRIBUTIONS-OF-GAINS> 0
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<NUMBER-OF-SHARES-SOLD> 614,132,418
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<NET-CHANGE-IN-ASSETS> 94,860,912
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<GROSS-EXPENSE> 2,368,000
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<PAID-IN-CAPITAL-COMMON> 519,766,386
<SHARES-COMMON-STOCK> 161,896,447
<SHARES-COMMON-PRIOR> 101,397,882
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<ACCUMULATED-NET-GAINS> (8,157)
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<NET-INVESTMENT-INCOME> 23,401,246
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<ACCUMULATED-NII-CURRENT> 7
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<ACCUMULATED-NET-GAINS> (85)
<OVERDISTRIBUTION-GAINS> 0
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<EXPENSES-NET> (36,010)
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<REALIZED-GAINS-CURRENT> (78)
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<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> AUG-31-1998
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<INVESTMENTS-AT-VALUE> 291,701,780
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<OTHER-ITEMS-LIABILITIES> 1,124,754
<TOTAL-LIABILITIES> 1,124,754
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 290,830,588
<SHARES-COMMON-STOCK> 273,221,404
<SHARES-COMMON-PRIOR> 568,968,730
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (248,825)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 290,581,763
<DIVIDEND-INCOME> 0
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<OTHER-INCOME> 0
<EXPENSES-NET> (937,999)
<NET-INVESTMENT-INCOME> 24,103,402
<REALIZED-GAINS-CURRENT> 10,362
<APPREC-INCREASE-CURRENT> 0
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<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (23,272,185)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 3,065,147,438
<NUMBER-OF-SHARES-REDEEMED> (3,366,515,045)
<SHARES-REINVESTED> 5,620,281
<NET-CHANGE-IN-ASSETS> (287,288,582)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (259,187)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 898,000
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 952,000
<AVERAGE-NET-ASSETS> 431,369,649
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .05
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.05)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .20
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

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<S> <C>
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