VALIANT FUND, 485BPOS, 2000-12-22

VALIANT FUND
485BPOS, 2000-12-22

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<PAGE> 1

As Filed with the Securities and Exchange Commission on December 22, 2000

Registration Nos. 33-59840
811-7582
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. |_|

Post-Effective Amendment No. 12 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|

Amendment No. 13 |X|

(Check appropriate box or boxes)

THE VALIANT FUND
(Exact name of Registrant as specified in charter)

3435 Stelzer Road
Columbus, Ohio 43219
(Address of Principal Executive Offices with Zip Code)

Registrant's Telephone Number, including Area Code: (800) 828-2176

Curtis Barnes
The Valiant Fund
3435 Stelzer Road
Columbus, Ohio 43219
(Name and Address of Agent for Service)

with a copy to:
Timothy W. Diggins, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b)

_X_ on December 29, 2000 pursuant to paragraph (b)

___ on (date) pursuant to paragraph (a)(i)
___ 75 days after filing pursuant to paragraph (a)(ii)
___ on (date) pursuant to paragraph (a)(ii) of rule 485

___ 60 days after filing pursuant to paragraph (a)(i)

If appropriate, check the following box:

___ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment
<PAGE> 2

THE VALIANT FUND

CLASS A SHARES

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

PROSPECTUS DATED DECEMBER 29, 2000

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

U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO
GENERAL MONEY MARKET PORTFOLIO
TAX-EXEMPT MONEY MARKET PORTFOLIO

QUESTIONS?
Call 1-800-828-2176 or your
investment representative.

MANAGED BY INTEGRITY MANAGEMENT & RESEARCH, INC.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
SHARES DESCRIBED IN THIS PROSPECTUS OR DETERMINED WHETHER THIS PROSPECTUS IS
ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 3

THE VALIANT FUND CONTENTS

<TABLE>
<S> <C> <C> <C>
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
INCLUDES INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

[ICON]
Carefully review this 4 Overview
important section, which 5-7 U.S. Treasury Money Market Portfolio
summarizes each Portfolio's 8-10 U.S. Treasury Income Portfolio
investments, strategies, 11-13 General Money Market Portfolio
risks, past performance, and 14-16 Tax-Exempt Money Market Portfolio
fees. 17 Fees and Expenses

ADDITIONAL INFORMATION

[ICON]
20

FUND MANAGEMENT

[ICON]
Review this section for 21 The Investment Adviser
details on the people and 21 The Distributor
organizations who oversee 21 The Administrator
the Portfolios.

SHAREHOLDER INFORMATION

[ICON]
Review this section for 22 Pricing of Portfolios Shares
details on how shares are 23-24 Purchasing and Adding to Your Shares
valued, how to purchase and 24 Selling Your Shares
sell shares, related charges 25 General Policies on Selling Shares
and payments of dividends 25 Distribution and Service (12b-1) Fees
and distributions. 25-26 Dividends, Distributions and Taxes

FINANCIAL HIGHLIGHTS

[ICON]
27 Financial Highlights
</TABLE>

3
<PAGE> 4

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

OVERVIEW

The Valiant Fund (the "Trust") offers Class A shares, Class B shares, Class C
shares, Class D shares and Class E shares. The five classes of shares are
identical, except as to the services offered to and the expenses borne by
each class. Before purchasing, you should determine which class is
appropriate for you by carefully reading its prospectus. 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.

Money Market Securities are high quality, short-term
debt securities that pay a fixed, variable or
floating interest rate. Securities are often
specifically structured so that they are eligible
investments for a money market fund. For example, in
order to satisfy the maturity restrictions for a
money market fund, some money market securities have
demand or put features that have the effect of
shortening the security's maturity. Taxable money
market securities include bank certificates of
deposit, bank acceptances, bank time deposits,
notes, commercial paper and U.S. Government
securities. Municipal money market securities
include variable rate demand notes, commercial paper
and municipal notes.

The Portfolios:

- 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, and repurchase agreements collateralized by such U.S. Government
Obligations.
- 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
U.S. Government.
- The General Money Market Portfolio invests in U.S. dollar-denominated
short-term debt securities.
- The Tax-Exempt Money Market Portfolio invests in high-quality, short-term
municipal securities and in high-quality, long-term municipal securities
whose features give them interest rates, maturities and prices similar to
short-term instruments.

A few general risks:
- An investment in the Portfolios is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.
- Although the Portfolios seek to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Portfolios.
4
<PAGE> 5

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

The Portfolio invests based on considerations of safety of principal and
liquidity, which means that the Portfolio may not necessarily invest in
securities paying the highest available yield at a particular time. The
Portfolio will attempt to increase its yield by trading to take advantage
of short-term market variations. The Adviser generally evaluates
investments based on interest rate sensitivity.

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.

A full discussion of additional permissible investments is included in the
Statement of Additional Information ("SAI").

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
Securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

5
<PAGE> 6

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

- CREDIT RISK. Although U.S. Government securities, particularly U.S.
Treasury obligations, have historically involved little risk, if an
issuer fails to pay interest or repay principal, the value of your
investment could decline.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

6
<PAGE> 7

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND
TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS
OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 1.46% for the quarter ending June 30, 1995
Worst quarter: 1.13% for the quarter ending June 30, 1999
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST YEAR PAST 5 YEARS (5/17/94)
<S> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO 4.81% 5.31% 5.24%
</TABLE>

As of September 30, 2000 the 7-day yield was 6.30%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date, David L. Babson & Co., Inc. provided
sub-advisory services to the Portfolios.

The chart and table on this
page are intended to give
you some indication of risk
of investing in the
Portfolio. They show how
the U.S. Treasury Money
Market Portfolio has
performed and how its
performance has varied from
year to year. The bar chart
shows changes in the
Portfolio's yearly
performance since inception
to demonstrate that the
Portfolio has gained and
lost value at differing
times.

7
<PAGE> 8

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY INCOME PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT The Portfolio's principal investment strategies include:
STRATEGIES - Investing all of its assets in U.S. Government Obligations which are
backed by the full faith and credit of the U.S. Government and whose
interest income is generally not subject to state income tax. Under
normal market conditions, the Portfolio invests at least 65% of its total
assets in U.S. Treasury obligations such as U.S. Treasury bills, notes
and bonds.

- Generally maintaining a dollar-weighted average of 90 days or less.

- Investing in compliance with SEC rule requirements for money market funds
for quality, maturity and diversification of investments.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.

8
<PAGE> 9

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

9
<PAGE> 10

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND
TABLE(3)
PERIOD-BY-PERIOD RETURNS* AS
OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 0.54% for the quarter ending January 31,
1998(1)
Worst quarter: 0.09% for the quarter ending January 31,
1994(2)
</TABLE>

TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION*
PAST YEAR* PAST 5 YEARS* (12/28/93)
<S> <C> <C> <C>
U.S. TREASURY INCOME PORTFOLIO 0.49% 2.44% 3.05%
</TABLE>

As of January 19, 2000 the 7-day yield was 5.07%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Portfolio operated from January 1, 1998 to February 11, 1998.

(2) The Portfolio operated from January 1, 1994 to January 12, 1994.

(3) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date, David L. Babson & Co., Inc.
provided sub-advisory services to the Portfolios.

* The Portfolio operates on an intermittent basis. The returns presented in
this Bar Chart and Table for the periods indicated would be different if
the Portfolio operated on a continuous basis.
The chart and table on this
page are intended to give
you some indication of risk
of investing in the
Portfolio. They show how
the U.S. Treasury Income
Portfolio has performed and
how its performance has
varied from year to year.
The bar chart shows changes
in the Portfolio's yearly
performance since inception
to demonstrate that the
Portfolio has gained and
lost value at differing
times.

10
<PAGE> 11

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

GENERAL MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT The Portfolio's principal investment strategies include:
STRATEGIES - Investing in U.S. dollar-denominated, short-term obligations of domestic
and foreign issuers, including banks, rated in the highest category by at
least two nationally recognized rating services, U.S. Government
securities, repurchase agreements, affiliated bank transactions, letters
of credit, variable and floating rate instruments, commercial paper and
restricted securities, as well as borrowing through reverse repurchase
agreements.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

Although the Portfolio does not actively invest in the obligations of
foreign issuers, an increase in the size of the Portfolio may provide an
opportunity to implement this investment strategy.

The Portfolio may invest 25% or more of its total assets in the domestic
banking industry.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

11
<PAGE> 12

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

- CREDIT RISK. This is the risk that the issuer or guarantor of a debt
security will be unable or unwilling to make timely interest or principal
payments, or to otherwise honor its obligations. Credit risk includes the
possibility that any of the Portfolio's investments will have its credit
ratings downgraded. The Portfolio will only purchase a money market
instrument if it presents minimal credit risks.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

12
<PAGE> 13

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND
TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS
OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 1.49% for the quarter ending June 30, 1995
Worst quarter: 0.81% for the quarter ending March 31, 1994
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST YEAR PAST 5 YEARS (9/21/93)
<S> <C> <C> <C>
GENERAL MONEY MARKET PORTFOLIO 5.07% 5.45% 5.15%
</TABLE>

As of September 30, 2000 the 7-day yield was 6.50%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date, David L. Babson & Co., Inc. provided
sub-advisory services to the Portfolios.

The chart and table on this
page are intended to give
you some indication of risk
of investing in the
Portfolio. They show how
the General Money Market
Portfolio has performed and
how its performance has
varied from year to year.
The bar chart shows changes
in the Portfolio's yearly
performance since inception
to demonstrate that the
Portfolio has gained and
lost value at differing
times.

13
<PAGE> 14

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

TAX-EXEMPT MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks primarily income exempt from federal income tax.

PRINCIPAL INVESTMENT The Portfolio's principal investment strategies include:
STRATEGIES - Investing in municipal money market securities including variable and
floating rate instruments.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

- Municipal securities subject to restrictions on resale.

- Investing in repurchase agreements, forward commitments, when-issued
securities, letters of credit, and standby commitments, and borrowing
through reverse repurchase agreements.

Under normal market conditions, the Portfolio will invest 100% of its
investable assets in securities whose income is exempt from federal income
tax.

As a temporary defensive measure because of market, economic, political or
other conditions, the Portfolio may invest in taxable money market
securities. These temporary investments may produce taxable income.

The Portfolio will not invest in Municipal Securities whose interest is
subject to the federal alternative minimum tax ("AMT") for individuals.

The Portfolio buys and sells securities based on its objective of
maximizing current income consistent with safety of principal and
liquidity. The Portfolio will attempt to increase its yields by trading to
take advantage of short-term market variations. The Portfolio's Adviser
evaluates investments based on credit analysis and the interest rate
outlook.

A full discussion of additional permissible investments is included in the
SAI.

PRINCIPAL The Fund is a "money market fund" that seeks to maintain a stable net asset
INVESTMENT RISKS value of $1.00 per share. There is no guarantee the Portfolio will be able
to preserve the value of your investment at $1.00 per share. It is possible
to lose money by investing in the Portfolio.

There can be no assurance that the investment objective of the Portfolio
will be achieved.
</TABLE>

Municipal Securities are
issued to raise
money for a variety
of public and
private purposes,
including general
financing for state
and local
governments, or
financing for a
specific project or
public facility.
Municipal securities
may be fully or
partially backed by
the local
government, by the
credit of a private
issuer, by the
current or
anticipated revenues
from a specific
project or specific
assets, or by
domestic or foreign
entities providing
credit support such
as letters of
credit, guarantees
or insurance.

14
<PAGE> 15

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in municipal
debt securities. Prices of municipal obligations tend to move inversely
with changes in interest rates. The most immediate effect of a rise in
rates is usually a drop in the prices of such securities, and therefore
in the Portfolio's yield as well. Interest rate risk is usually greater
for fixed-income securities with longer maturities or durations.

- CREDIT RISK. Although credit risk is very low because the Portfolio only
invests in high quality obligations, if an issuer fails to pay interest
or repay principal, the value of your investment could decline. The
ability of a state or local government issuer to make payments can be
affected by many factors, including economic conditions, the flow of tax
revenues and changes in the level of federal, state or local aid. Some
municipal securities are payable only from limited revenue sources or by
private entities.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] INVESTING AS PART OF A RETIREMENT PLAN BECAUSE THE PLANS CAN NOT
BENEFIT FROM TAX EXEMPT INCOME
[ ] PURSUING A LONG-TERM GOAL
</TABLE>

15
<PAGE> 16

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND
TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS
OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 0.97% for the quarter ending June 30, 1995
Worst quarter: 0.52% for the quarter ending March 31, 1994
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST YEAR PAST 5 YEARS (10/7/93)
<S> <C> <C> <C>
TAX-EXEMPT MONEY MARKET PORTFOLIO 3.08% 3.37% 3.24%
</TABLE>

As of September 30, 2000 the 7-day yield was 4.64%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date, David L. Babson & Co., Inc. provided
sub-advisory services to the Portfolios.

The chart and table on this
page are intended to give
you some indication of risk
of investing in the
Portfolio. They show how
the Tax-Exempt Money Market
Portfolio has performed and
how its performance has
varied from year to year.
The bar chart shows changes
in the Portfolio's yearly
performance since inception
to demonstrate that the
Portfolio has gained and
lost value at differing
times.

16
<PAGE> 17

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

FEES AND EXPENSES

ANNUAL PORTFOLIO OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM PORTFOLIO ASSETS)
Management fees .20% .20% .20% .20%
Distribution and Service
(12b-1) fees(1) .35% .35% .35% .35%
Other expenses .00% .00% .00% .00%
Total Annual Portfolio
operating expenses .55% .55% .55% .55%
Fee Waivers and/or Expense
Reimbursements .35% .35% .35% .35%
Net Expenses(2) .20% .20% .20% .20%
</TABLE>

(1) The Trust has adopted a Distribution and
Shareholder Servicing Plan (the "Plan") for
the Class A shares. No payments under the
Plan for Class A shares have been authorized
or will be made during the current fiscal
year.

(2) The Portfolios' Adviser and Distributor have
contractually agreed to reimburse expenses
and waive certain 12b-1 fees necessary to
limit total expenses to 0.20% for Class A
shares until December 31, 2001.

EXPENSE EXAMPLE

Use the example below to compare fees and expenses with those of other
Portfolios. It illustrates the amount of fees and expenses you would pay,
assuming the following:
- $10,000 investment
- 5% annual return
- redemption at the end of each period
- no changes in the Portfolio's operating expenses except in Year 1 when
the waiver is in effect
- reinvestment of dividends and distributions

Because this example is hypothetical and for comparison only, your actual
costs will be different.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO $20 $141 $272 $656
U.S. TREASURY INCOME PORTFOLIO $20 $141 $272 $656
GENERAL MONEY MARKET PORTFOLIO $20 $141 $272 $656
TAX EXEMPT MONEY MARKET PORTFOLIO $20 $141 $272 $656
</TABLE>

If you buy and hold
Class A shares of the
Portfolios, you will
pay the following
fees and expenses.
Total Annual
Portfolio operating
expenses are paid out
of Portfolio assets,
and are reflected in
the Portfolio's
yield.

17
<PAGE> 18

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

The principal strategies and risks of investing in each Portfolio are
described on the previous pages. The following elaborates on that discussion.
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 rating agency (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 and illiquid securities 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 Portfolio may incur a loss or
other costs.

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

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.
18
<PAGE> 19

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

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.

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 Portfolio's Sub-Adviser, on behalf of the Adviser, 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.

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

The General Money Market Portfolio and 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.

STANDBY COMMITMENTS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

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.

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.
19
<PAGE> 20

[ICON]

ADDITIONAL INFORMATION

TEMPORARY DEFENSIVE POSITIONS

Each Portfolio may, from time to time, take temporary defensive positions
that are inconsistent with the Portfolio's principal investment strategy in
attempting to respond to adverse market, economic, political, or other
conditions. These positions may include cash (which will not earn any
income). This strategy could prevent a Portfolio from achieving its
investment objective.

OTHER TYPES OF INVESTMENTS

This prospectus describes each Portfolio's principal investment strategies
and the particular types of securities in which each Portfolio principally
invests. Each Portfolio may, from time to time, make other types of
investments and pursue other investments strategies in support of its overall
investment goal. These supplemental investment strategies - and the risks
involved - are described in detail in the SAI, which is referred to on the
back cover of this prospectus.

20
<PAGE> 21

[ICON]
FUND MANAGEMENT

THE INVESTMENT ADVISER

Integrity Management & Research, Inc. (the "Adviser"), 871 Venetia Bay
Boulevard, Suite 370, Venice, Florida 34292 is the adviser for the
Portfolios. The Adviser, at its expense, has contracted with Reich & Tang
Asset Management L.P. (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 Adviser'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 Adviser. Mr.
Curcio has 20 years of experience in mutual fund industry marketing, sales
and operations. Located at 871 Venetia Bay Boulevard, Suite 370, Venice,
Florida 34292, the Adviser was organized in Florida on September 24, 1992.

The Adviser has provided management oversight to the Portfolios since 1992.
It currently manages more than $1 billion in assets directly in the
Portfolios. The Sub-Adviser makes the day-to-day investment decisions and
continuously reviews, supervises and administers the Portfolios' investment
programs.

The Sub-Adviser is a Delaware limited partnership with principal offices
located at 600 Fifth Avenue, New York, New York 10020-2302. The Sub-Adviser
acts as investment manager and administrator of several other investment
companies and also advises pension trusts, profit sharing trusts and
endowments. Nvest Companies, L.P. ("Nvest Companies") is the limited partner
and owner, through its wholly-owned subsidiary, Nvest Holdings, L.P., of a
99.5% interest in the Sub-Adviser. Reich & Tang Asset Management, Inc.
("RTAM") is the sole general partner and owner of the remaining 0.5% interest
of the Sub-Adviser, as well as being an indirect wholly-owned subsidiary of
Nvest Companies.

For these advisory services, the Portfolios paid as follows during their
fiscal year ended:

<TABLE>
<CAPTION>
PERCENTAGE OF
AVERAGE NET ASSETS
AS OF 8/31/00
<S> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO 0.20%
U.S. TREASURY INCOME PORTFOLIO 0.20%
GENERAL MONEY MARKET PORTFOLIO 0.20%
TAX-EXEMPT MONEY MARKET PORTFOLIO 0.20%
</TABLE>

The Sub-Adviser is paid by the Adviser a fee at an annual rate based on each
Portfolio's average daily net assets, as follows: 0.06% of the first $500
million of net assets, 0.05% of the next $1 billion of net assets, 0.04% of
the next $500 million of net assets and 0.035% of net assets over $2 billion.
Such fees are subject to a minimum monthly fee of $30,000.

THE DISTRIBUTOR

Integrity Investments, Inc. is the Portfolios' distributor. Its address is
871 Venetia Bay Boulevard, Suite 370, Venice, Florida 34292.

THE ADMINISTRATOR

BISYS Fund Services Ohio, Inc. (BISYS) is the Portfolios' administrator. Its
address is 3435 Stelzer Road, Columbus, OH 43219. Management and
Administrative services of BISYS include providing office space, equipment
and clerical personnel to the Portfolios and supervising custodial, auditing,
valuation, bookkeeping, legal and dividend dispersing services.

The Statement of Additional Information has more detailed information about
the Investment Adviser and other service providers.

21
<PAGE> 22

[ICON]
SHAREHOLDER INFORMATION

<TABLE>
<S> <C>
PRICING OF PORTFOLIO SHARES
The Portfolios' net asset value or NAV is expected to be
constant at $1.00 per share, although this value is not
guaranteed. The NAV is determined at 12:00 noon Eastern time
for the U.S. Treasury Income Portfolio and the Tax-Exempt
Money Market Portfolio, and at 3:00 p.m. Eastern time for
the U.S. Treasury Money Market Portfolio and the General
Money Market Portfolio, and on days the New York Stock
Exchange ("NYSE") and the Boston and the New York Federal
Reserve Banks are open. The NYSE is closed most national
holidays and Good Friday. The Portfolios value their
securities at their amortized cost. This method involves
valuing an instrument at its cost and thereafter applying a
constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest
rates on the market value of the investment.
Your order for purchase or sale of shares is priced at the
next NAV calculated after your order is accepted by the
Fund. This is what is known as the offering price.
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 in
order to determine the NAV of each class.
</TABLE>

HOW NAV IS CALCULATED
The NAV is calculated
by adding the total
value of the
Portfolio's
investments and other
assets, subtracting
its liabilities and
then dividing that
figure by the number
of outstanding shares
of the Portfolio:
NAV =
TOTAL
ASSETS - LIABILITIES
----------------------
Number of Shares
Outstanding

22
<PAGE> 23

[ICON]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES

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.

<TABLE>
<S> <C> <C> <C>
MINIMUM MINIMUM
ACCOUNT TYPE INITIAL INVESTMENT* SUBSEQUENT
Regular $1,000,000 None
</TABLE>

<TABLE>
<S> <C>
* Institutions may satisfy the minimum investment by
aggregating their fiduciary accounts.

Otherwise, the purchase will be effective on the next
business day.

To allow the Portfolios to be managed effectively,
shareholders are urged to initiate all trades as early in
the day as possible. Also, please notify the Transfer Agent
at least one day in advance of trades in excess of
$10,000,000 by calling 1-800-828-2176. Include your name and
shareholder account number.

A Portfolio may reject any purchase order if it considers it
in the best interest of the Portfolio and its shareholders.

Purchases by exchange are not permitted.
</TABLE>

AVOID 31% TAX WITHHOLDING

The Portfolios are required to withhold 31% of taxable dividends, capital
gains distributions and redemptions paid to shareholders who have not
provided the Portfolios with their certified taxpayer identification number
in compliance with IRS rules. To avoid this, make sure you provide your
correct Tax Identification Number on your account application.

Some institutions may
charge additional fees
and may require
different minimum
investments or impose
other limitations on
buying and selling
shares. The
institution is
responsible for
transmitting orders by
close of business and
may have an earlier
cut-off time for
purchase and sale
requests. Consult your
institution for
specific information.

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

23
<PAGE> 24

[ICON]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES -- CONTINUED

BY WIRE ORDERS

Prior to wiring monies and in order to ensure that wire orders are invested
promptly, you must call the Distributor to obtain instructions regarding the
bank account number where the monies should be wired and other pertinent
information. Your wire must be received by the Trust the same day you place
your trade. If your wire is not received in good order by the Trust, your
trade may be cancelled.

DIVIDENDS AND DISTRIBUTIONS

All income dividends will be paid in cash and will automatically be made by
wire unless you request to reinvest such dividends in additional shares.

SELLING YOUR SHARES
You may sell your shares at any time.
Your sales price will be the next NAV
calculated after the Trust's
Distributor receives your sell order.
Normally you will receive your
proceeds within a week after your
request is received. See section on
"General Policies on Selling Shares"
below.
INSTRUCTIONS FOR SELLING SHARES

Shares also may be redeemed by mail by submitting an order addressed to:
Integrity Investments, Inc., 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.

If an account is closed, any accrued dividend will be paid within 10 days of the
beginning of the following month.

24
<PAGE> 25

[ICON]
SHAREHOLDER INFORMATION

GENERAL POLICIES ON SELLING SHARES

REFUSAL OF REDEMPTION REQUEST

Payment for shares may be delayed under extraordinary circumstances or as
permitted by the SEC in order to protect remaining shareholders. When the
NYSE or either the Boston or New York Federal Reserve Bank is closed for
extraordinary circumstances (or when trading is restricted) for any reason,
payment for shares may be delayed.

WIRE OR TELEPHONE REDEMPTIONS

The Trust reserves the right to refuse a wire or telephone redemption if the
Adviser 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.

DISTRIBUTION AND SERVICE (12b-1) FEES

The Portfolios have adopted a plan under SEC Rule 12b-1. The plan allows the
Portfolios to pay fees for services and expenses relating to the sale and
distribution of the Portfolios' shares and/or for providing shareholder
services. The amount of the fee the plan allows is 0.35% of the average daily
net assets of the Portfolios. Because these fees are paid from the
Portfolios' assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales fees. No payments under the plan have been authorized or will be made
for the Class A shares during the fiscal year 2001.

SHAREHOLDERS STATEMENTS

Shareholders will receive a monthly statement and a confirmation after every
transaction that affects the share balance or the account registration.
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.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Any income a Portfolio receives in the form of dividends is paid out, less
expenses, to its shareholders. Each Portfolio declares dividends from net
investment income on every business day. Dividends are paid monthly, on or
about the fifteenth day of each month. Capital gains for all Portfolios are
distributed at least annually.

In order to receive the dividend declared, the Custodian must receive the
purchase wire by the close of the Federal Reserve wire system on that
Business Day.

25
<PAGE> 26

[ICON]
SHAREHOLDER INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES -- CONTINUED

Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.

The interest income from the U.S. Government securities is generally not
subject to state and local taxes, however any interest income from the
repurchase agreements is generally subject to state and local taxes.

The Portfolios expect that their dividends will primarily consist of net
income or, if any, short-term capital gains as opposed to long-term capital
gains. Dividends paid by the Portfolios (except Tax-Exempt Money Market
Portfolio) are taxable as ordinary income, as are dividends paid by the
Tax-Exempt Money Market Portfolio that are derived from taxable investments.

During normal market conditions, the Tax-Exempt Money Market Fund expects
that substantially all of its dividends will be excluded from gross income
for federal income tax purposes.

Dividends are taxable in the year in which they are paid, even if they appear
on your account statement the following year.

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

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

26
<PAGE> 27

[ICON]
FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS

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

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE YEARS ENDED AUGUST 31,
-----------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.06 0.05 0.05 0.05 0.05
Net realized gains/(losses) from investment
transactions (0.00)* (0.00)* (0.00)* 0.00* (0.00)*
-------------------------------------------------------------------------------------------------
Total from investment activities 0.06 0.05 0.05 0.05 0.05
-------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.06) (0.05) (0.05) (0.05) (0.05)
-------------------------------------------------------------------------------------------------
Total dividends (0.06) (0.05) (0.05) (0.05) (0.05)
-------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
-------------------------------------------------------------------------------------------------
TOTAL RETURN (a) 5.66% 4.77% 5.43% 5.30% 5.45%
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $15,725 $15,088 $31,185 $23,063 $85,260
Ratio of expenses to average net assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of net investment income to average
net assets 5.55% 4.69% 5.27% 5.12% 5.21%
Ratio of expenses to average net assets (b) 0.20% 0.20% 0.20% 0.20% 0.20%
</TABLE>

*Less than $0.005 per share.

(a) Had the Investment Adviser and Distributor not reimbursed and waived
certain expenses, respectively, total returns would have been lower.

(b)During the period, certain fees were contractually reimbursed. If such fee
reimbursements had not occurred, the ratio would have been as indicated.
Amounts reimbursed were less than 0.005%.

27
<PAGE> 28

[ICON]
FINANCIAL HIGHLIGHTS

U.S. TREASURY INCOME PORTFOLIO -- CLASS A

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE PERIODS ENDED
----------------------------------------------------
2000 (A) 1999 (B) 1998 (C) 1997 (D) 1996 (E)
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.01 0.00* 0.01 0.01 0.00*
Net realized losses from investment
transactions -- -- -- (0.00)* (0.00)*
------------------------------------------------------------------------------------------------------
Total from investment activities 0.01 0.00* 0.01 0.01 0.00*
------------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.01) (0.00)* (0.01) (0.01) (0.00)*
------------------------------------------------------------------------------------------------------
Total dividends (0.01) (0.00)* (0.01) (0.01) (0.00)*
------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------
TOTAL RETURN (i) 0.51%(f) 0.40%(f) 0.74%(f) 0.54%(f) 0.35%(f)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $ 1 $ 1 $ 25 $ 25 $ 25
Ratio of expenses to average net assets (g) 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of net investment income to average
net assets (g) 4.21% 3.69% 4.83% 4.24% 4.15%
Ratio of expenses to average net assets (g) 0.20% 0.22%(h) 0.23%(h) 0.23%(h) 0.35%(h)
</TABLE>

*Less than $0.005 per share.

(a) The Portfolio operated from December 7, 1999 to January 19, 2000.

(b) The Portfolio operated from December 14, 1998 to January 22, 1999.

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

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

(f) Not annualized.

(g) Annualized.

(h)During the period, certain fees were contractually reimbursed. If such fee
reimbursements had not occurred, the ratio would have been as indicated.

(i) Had the Investment Adviser and Distributor not reimbursed and waived
certain expenses, respectively, total returns would have been lower.

28
<PAGE> 29

[ICON]
FINANCIAL HIGHLIGHTS

GENERAL MONEY MARKET PORTFOLIO -- CLASS A

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE YEARS ENDED AUGUST 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.06 0.05 0.05 0.05 0.05
Net realized gains/(losses) from investment
transactions (0.00)* (0.00)* 0.00* 0.00* (0.00)*
------------------------------------------------------------------------------------------------------
Total from investment activities 0.06 0.05 0.05 0.05 0.05
------------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.06) (0.05) (0.05) (0.05) (0.05)
------------------------------------------------------------------------------------------------------
Total dividends (0.06) (0.05) (0.05) (0.05) (0.05)
------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------
TOTAL RETURN (a) 5.97% 5.00% 5.54% 5.40% 5.52%
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $394,118 $254,808 $272,980 $568,715 $334,069
Ratio of expenses to average net assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of net investment income to average
net assets 5.89% 4.91% 5.40% 5.33% 5.36%
Ratio of expenses to average net assets (b) 0.20% 0.20% 0.20% 0.20% 0.20%
</TABLE>

*Less than $0.005 per share.

(a) Had the Investment Adviser and Distributor not reimbursed and waived
certain expenses, respectively, total returns would have been lower.

(b)During the period, certain fees were contractually reimbursed. If such fee
reimbursements had not occurred, the ratio would have been as indicated.
Amounts reimbursed were less than 0.005%.

29
<PAGE> 30

[ICON]
FINANCIAL HIGHLIGHTS

TAX-EXEMPT MONEY MARKET PORTFOLIO -- CLASS A

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE YEARS ENDED AUGUST 31,
----------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.04 0.03 0.03 0.03 0.03
Net realized gains/(losses) from investment
transactions (0.00)* 0.00* 0.00* (0.00)* (0.00)*
------------------------------------------------------------------------------------------------------
Total from investment activities 0.04 0.03 0.03 0.03 0.03
------------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.04) (0.03) (0.03) (0.03) (0.03)
------------------------------------------------------------------------------------------------------
Total dividends (0.04) (0.03) (0.03) (0.03) (0.03)
------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------
TOTAL RETURN (a) 3.67% 3.01% 3.41% 3.42% 3.43%
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $207,183 $288,343 $268,657 $282,368 $279,867
Ratio of expenses to average net assets 0.20% 0.20% 0.20% 0.20% 0.20%
Ratio of net investment income to average
net assets 3.57% 2.96% 3.35% 3.38% 3.34%
Ratio of expenses to average net assets (b) 0.20% 0.20% 0.20% 0.20% 0.20%
</TABLE>

*Less than $0.005 per share.

(a) Had the Investment Adviser and Distributor not reimbursed and waived
certain expenses, respectively, total returns would have been lower.

(b)During the period, certain fees were contractually reimbursed. If such fee
reimbursements had not occurred, the ratio would have been as indicated.
Amounts reimbursed were less than 0.005%.

30
<PAGE> 31

FOR MORE INFORMATION

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

ANNUAL/SEMIANNUAL REPORTS (REPORTS):

The Portfolios' annual and semi-annual reports to shareholders contain
additional information on each Portfolio's investments. In the annual report,
you will find a discussion of the market conditions and investment strategies
that significantly affected the Portfolio's performance during its last fiscal
year.

STATEMENT OF ADDITIONAL INFORMATION (SAI):

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

You can receive free copies of Reports and the SAI, or request other information
and discuss your questions about the Portfolios by contacting the Distributor.
Or contact the Portfolios at:

THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
TELEPHONE: 1-800-828-2176
E-MAIL: [email protected]
INTERNET: http://www.valiantfund.com

You can review and copy the Portfolios' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get text-only copies:

- For a fee by:

- electronic mail request at [email protected]

- writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009

- calling 1-202-942-8090.

- Free from the Edgar database on the Commission's Website at
http://www.sec.gov.

Investment Company Act file no. 811-7582.
<PAGE> 32

THE VALIANT FUND

CLASS B SHARES

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

PROSPECTUS DATED DECEMBER 29, 2000

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

U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO
GENERAL MONEY MARKET PORTFOLIO
TAX-EXEMPT MONEY MARKET PORTFOLIO

QUESTIONS?
Call 1-800-828-2176 or your
investment representative.

MANAGED BY INTEGRITY MANAGEMENT & RESEARCH, INC.

THE VALIANT FUND CONTENTS

<TABLE>
<S> <C> <C> <C>
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
INCLUDES INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

[ICON]
Carefully review this 4 Overview
important section, which 5-7 U.S. Treasury Money Market Portfolio
summarizes each Portfolio's 8-9 U.S. Treasury Income Portfolio
investments, strategies, 10-12 General Money Market Portfolio
risks, past performance, and 13-14 Tax-Exempt Money Market Portfolio
fees. 15 Fees and Expenses

ADDITIONAL INFORMATION

[ICON]
18

FUND MANAGEMENT

[ICON]
Review this section for 19 The Investment Adviser
details on the people and 19 The Distributor
organizations who oversee 19 The Administrator
the Portfolios.

SHAREHOLDER INFORMATION

[ICON]
Review this section for 20 Pricing of Portfolios Shares
details on how shares are 21-22 Purchasing and Adding to Your Shares
valued, how to purchase and 22 Selling Your Shares
sell shares, related charges 23 General Policies on Selling Shares
and payments of dividends 23 Distribution and Service (12b-1) Fees
and distributions. 23-24 Dividends, Distributions and Taxes

FINANCIAL HIGHLIGHTS

[ICON]
25 Financial Highlights
</TABLE>

3
<PAGE> 34

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

OVERVIEW

The Portfolios:

4
<PAGE> 35

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY MONEY MARKET PORTFOLIO

<TABLE>
<S> <C>
INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

PRINCIPAL INVESTMENT The Portfolio's principal investment strategies include:
STRATEGIES - Investing in money market instruments issued by the U.S. Treasury,
certain U.S. Government agencies and in U.S. Government backed repurchase
agreements.
- Generally maintaining a dollar-weighted average maturity of 90 days or
less.
- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.
The Portfolio invests based on considerations of safety of principal and
liquidity, which means that the Portfolio may not necessarily invest in
securities paying the highest available yield at a particular time. The
Portfolio will attempt to increase its yield by trading to take advantage
of short-term market variations. The Adviser generally evaluates
investments based on interest rate sensitivity.
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.
A full discussion of additional permissible investments is included in the
Statement of Additional Information ("SAI").

PRINCIPAL INVESTMENT RISKS The Portfolio is a "money market fund" that seeks to maintain a stable net
asset value of $1.00 per share. There is no guarantee the Portfolio will be
able to preserve the value of your investment at $1.00 per share. It is
possible to lose money by investing in the Portfolio.
There can be no assurance that the investment objective of the Portfolio
will be achieved.
Other principal risks of investing in the Portfolio are:
- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
Securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

5
<PAGE> 36

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

6
<PAGE> 37

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND
TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS
OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 1.40% for the quarter ending June 30, 1995
Worst quarter: 1.06% for the quarter ending June 30, 1999
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST YEAR PAST 5 YEARS (5/17/94)
<S> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO 4.55% 5.05% 4.97%
</TABLE>

As of September 30, 2000 the 7-day yield was 6.05%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date, David L. Babson & Co., Inc. provided
sub-advisory services to the Portfolios.

7
<PAGE> 38

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY INCOME PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average of 90 days or less.

- Investing in compliance with SEC rule requirements for money market funds
for quality, maturity and diversification of investments.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.

8
<PAGE> 39

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

No performance information is shown for the Class B shares of U.S. Treasury
Income Portfolio that, as of the date of this prospectus, has not commenced
operations. The performance of the Portfolio's shares will fluctuate with
market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

9
<PAGE> 40

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

GENERAL MONEY MARKET PORTFOLIO

<TABLE>
<S> <C>
INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

Although the Portfolio does not actively invest in the obligations of
foreign issuers, an increase in the size of the Portfolio may provide an
opportunity to implement this investment strategy.

The Portfolio may invest 25% or more of its total assets in the domestic
banking industry.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

10
<PAGE> 41

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

11
<PAGE> 42

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND
TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS
OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 1.43% for the quarter ending June 30, 1995
Worst quarter: 1.11% for the quarter ending June 30, 1999
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST YEAR PAST 5 YEARS (5/17/94)
<S> <C> <C> <C>
GENERAL MONEY MARKET PORTFOLIO 4.81% 5.20% 5.09%
</TABLE>

As of September 30, 2000 the 7-day yield was 6.25%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date, David L. Babson & Co., Inc. provided
sub-advisory services to the Portfolios.

12
<PAGE> 43

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

TAX-EXEMPT MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks primarily income exempt from federal income tax.

PRINCIPAL The Portfolio's principal investment strategies include:
INVESTMENT STRATEGIES - Investing in municipal money market securities including variable and
floating rate instruments.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

- Municipal securities subject to restrictions on resale.

- Investing in repurchase agreements, forward commitments, when-issued
securities, letters of credit, and standby commitments, and borrowing
through reverse repurchase agreements.

Under normal market conditions, the Portfolio will invest 100% of its
investable assets in securities whose income is exempt from federal income
tax.

The Portfolio will not invest in Municipal Securities whose interest is
subject to the federal alternative minimum tax ("AMT") for individuals.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.
</TABLE>

13
<PAGE> 44

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

Other principal risks of investing in the Portfolio are:

No performance information is shown for the Class B shares of Tax-Exempt
Money Market Portfolio that, as of the date of this prospectus, has not
commenced operations. The performance of the Portfolio's shares will
fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] INVESTING AS PART OF A RETIREMENT PLAN BECAUSE THE PLANS CAN NOT
BENEFIT FROM TAX EXEMPT INCOME
[ ] PURSUING A LONG-TERM GOAL
</TABLE>

14
<PAGE> 45

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

FEES AND EXPENSES

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL TAX-EXEMPT
SHAREHOLDER FEES MONEY MARKET INCOME MONEY MARKET MONEY MARKET
(FEES PAID DIRECTLY FROM YOUR PORTFOLIO PORTFOLIO(1) PORTFOLIO PORTFOLIO(1)
INVESTMENT) ------------- ------------- ------------ ------------
CLASS CLASS CLASS CLASS
B B B B
<S> <C> <C> <C> <C>
Maximum sales charge (load) on
purchases None None None None
ANNUAL PORTFOLIO OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM PORTFOLIO ASSETS)
Management fees .20% .20% .20% .20%
Distribution and Service
(12b-1) fees(2) .35% .35% .35% .35%
Other expenses .00% .00% .00% .00%
Total Annual Portfolio
operating expenses .55% .55% .55% .55%
Fee Waivers and/or Expense
Reimbursements .10% .10% .10% .10%
Net Expenses(3) .45% .45% .45% .45%
</TABLE>

(1) As of the date of this Prospectus, the Class
B shares of U.S. Treasury Income Portfolio
and Tax-Exempt Money Market Portfolio have
not commenced operations. Other expenses have
been estimated for the current fiscal year.

(2) The Trust has adopted a Distribution and
Shareholder Servicing Plan (the "Plan") for
the Class B shares. Payments allowed under
the Plan for Class B shares are 0.35% yet are
contractually limited to be paid at the rate
of 0.25% of the average daily net assets of
Class B shares.

(3) The Portfolios' Adviser and Distributor have
contractually agreed to reimburse expenses
and waive certain 12b-1 fees necessary to
limit total expenses to 0.45% for Class B
shares until December 31, 2001.

EXPENSE EXAMPLE

Because this example is hypothetical and for comparison only, your actual
costs will be different.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO $46 $166 $297 $680
U.S. TREASURY INCOME PORTFOLIO $46 $166 $297 $680
GENERAL MONEY MARKET PORTFOLIO $46 $166 $297 $680
TAX EXEMPT MONEY MARKET PORTFOLIO $46 $166 $297 $680
</TABLE>

If you buy and hold
Class B shares of the
Portfolios, you will
pay the following
fees and expenses.
Total Annual
Portfolio operating
expenses are paid out
of Portfolio assets,
and are reflected in
the Portfolio's
yield.

15
<PAGE> 46

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

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

16
<PAGE> 47

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

LETTERS OF CREDIT

VARIABLE AND FLOATING RATE INSTRUMENTS

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

STANDBY COMMITMENTS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

17
<PAGE> 48

[ICON]

ADDITIONAL INFORMATION

TEMPORARY DEFENSIVE POSITIONS

OTHER TYPES OF INVESTMENTS

18
<PAGE> 49

[ICON]
FUND MANAGEMENT

THE INVESTMENT ADVISER

For these advisory services, the Portfolios paid as follows during their
fiscal year ended:

THE DISTRIBUTOR

Integrity Investments, Inc. is the Portfolios' distributor. Its address is
871 Venetia Bay Boulevard, Suite 370, Venice, Florida 34292.

THE ADMINISTRATOR

The Statement of Additional Information has more detailed information about
the Investment Adviser and other service providers.
19
<PAGE> 50

[ICON]
SHAREHOLDER INFORMATION

Your order for purchase or sale of shares is priced at the
next NAV calculated after your order is accepted by the
Fund. This is what is known as the offering price.

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 in
order to determine the NAV of each class.
</TABLE>

HOW NAV IS CALCULATED
The NAV is calculated
by adding the total
value of the
Portfolio's
investments and other
assets, subtracting
its liabilities and
then dividing that
figure by the number
of outstanding shares
of the Portfolio:
NAV =
TOTAL ASSETS - LIABILITIES
--------------------------
Number of Shares
Outstanding

20
<PAGE> 51

[ICON]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES

<TABLE>
<S> <C> <C> <C>
MINIMUM MINIMUM
ACCOUNT TYPE INITIAL INVESTMENT* SUBSEQUENT
Regular $1,000,000 None
</TABLE>

<TABLE>
<S> <C>
* Institutions may satisfy the minimum investment by aggregating their
fiduciary accounts.

Your purchase of shares will be on the same business day if the Trust's
Distributor receives your order by:

12:00 noon, Eastern time, for the
-- U.S. Treasury Income Portfolio
-- Tax-Exempt Money Market Portfolio
3:00 p.m., Eastern time, for the
-- U.S. Treasury Money Market Portfolio
-- General Money Market Portfolio

Otherwise, the purchase will be effective on the next business day.

To allow the Portfolios to be managed effectively, shareholders are urged
to initiate all trades as early in the day as possible. Also, please notify
the Transfer Agent at least one day in advance of trades in excess of
$10,000,000 by calling 1-800-828-2176. Include your name and shareholder
account number.

A Portfolio may reject any purchase order if it considers it in the best
interest of the Portfolio and its shareholders.

Purchases by exchange are not permitted.
</TABLE>

AVOID 31% TAX WITHHOLDING

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

21
<PAGE> 52

[ICON]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES -- CONTINUED

BY WIRE ORDERS

DIVIDENDS AND DISTRIBUTIONS

All income dividends will be paid in cash and will automatically be made by
wire unless you request to reinvest such dividends in additional shares.

SELLING YOUR SHARES

You may sell your shares at any time.
Your sales price will be the next NAV
calculated after the Trust's
Distributor receives your sell order.
Normally you will receive your
proceeds within a week after your
request is received. See section on
"General Policies on Selling Shares"
below.
WITHDRAWING MONEY FROM YOUR
PORTFOLIO INVESTMENT

As a mutual fund shareholder,
you are technically selling
shares when you request a
withdrawal. This is also known
as redeeming shares or a
redemption of shares.

If an account is closed, any
accrued dividend will be paid
within 10 days of the beginning
of the following month.
INSTRUCTIONS FOR SELLING SHARES

22
<PAGE> 53

[ICON]
SHAREHOLDER INFORMATION

GENERAL POLICIES ON SELLING SHARES
REFUSAL OF REDEMPTION REQUEST

WIRE OR TELEPHONE REDEMPTIONS

DISTRIBUTION AND SERVICE (12b-1) FEES

The Portfolios have adopted a plan under SEC Rule 12b-1. The plan allows the
Portfolios to pay fees for services and expenses relating to the sale and
distribution of the Portfolios' shares and/or for providing shareholder
services. The amount of the fee the plan allows is 0.35% of the average daily
net assets of the Portfolios. Because these fees are paid from the
Portfolios' assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales fees. Payments under the plan have been authorized at the rate of 0.25%
of the average daily net assets of Class B shares.

SHAREHOLDERS STATEMENTS

DIVIDENDS, DISTRIBUTIONS AND TAXES

In order to receive the dividend declared, the Custodian must receive the
purchase wire by the close of the Federal Reserve wire system on that
Business Day.

23
<PAGE> 54

[ICON]
SHAREHOLDER INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES -- CONTINUED

Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.

During normal market conditions, the Tax-Exempt Money Market Fund expects
that substantially all of its dividends will be excluded from gross income
for federal income tax purposes.

Dividends are taxable in the year in which they are paid, even if they appear
on your account statement the following year.

24
<PAGE> 55

[ICON]
FINANCIAL HIGHLIGHTS

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, U.S. Treasury Income Portfolio
Class B shares and Tax-Exempt Money Market Portfolio Class B shares had not
commenced operations, and therefore, had no financial information available
to incorporate. The following information should be read in conjunction with
the financial statements and notes thereto.

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

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE YEARS ENDED AUGUST 31,
--------------------------------------------------
2000 1999 1998 1997 1996
------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.05 0.04 0.05 0.05 0.05
Net realized gains/(losses) from investment
transactions (0.00)* (0.00)* (0.00)* 0.00* (0.00)*
----------------------------------------------------------------------------------------------------
Total from investment activities 0.05 0.04 0.05 0.05 0.05
----------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.05) (0.04) (0.05) (0.05) (0.05)
----------------------------------------------------------------------------------------------------
Total dividends (0.05) (0.04) (0.05) (0.05) (0.05)
----------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
----------------------------------------------------------------------------------------------------
TOTAL RETURN (a) 5.39% 4.51% 5.17% 5.04% 5.18%
RATIOS/SUPPLEMENTAL DATA:
Net Assets at end of period (000) $41,893 $64,266 $326,675 $300,437 $126,327
Ratio of expenses to average net assets 0.45% 0.45% 0.45% 0.45% 0.45%
Ratio of net investment income to average
net assets 5.20% 4.42% 5.05% 4.93% 5.01%
Ratio of expenses to average net assets (b) 0.45% 0.45% 0.45% 0.45% 0.45%
</TABLE>

*Less than $0.005 per share.

(a) Had the Investment Adviser and Distributor not reimbursed and waived
certain expenses, respectively, total returns would have been lower.

(b)During the period, certain fees were contractually reimbursed. If such fee
reimbursements had not occurred, the ratio would have been as indicated.
Amounts reimbursed were less than 0.005%.

25
<PAGE> 56

[ICON]
FINANCIAL HIGHLIGHTS

GENERAL MONEY MARKET PORTFOLIO -- CLASS B

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE YEARS ENDED AUGUST 31,
------------------------------------------------
2000 1999 1998 1997 1996
------- ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.06 0.05 0.05 0.05 0.05
Net realized gains/(losses) from investment
transactions (0.00)* (0.00)* 0.00* 0.00* (0.00)*
--------------------------------------------------------------------------------------------------
Total from investment activities 0.06 0.05 0.05 0.05 0.05
--------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.06) (0.05) (0.05) (0.05) (0.05)
--------------------------------------------------------------------------------------------------
Total dividends (0.06) (0.05) (0.05) (0.05) (0.05)
--------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
--------------------------------------------------------------------------------------------------
TOTAL RETURN (a) 5.71% 4.74% 5.28% 5.14% 5.26%
RATIOS/SUPPLEMENTAL DATA:
Net Assets at end of period (000) $4,793 $1,569 $17,602 $9,155 $8,734
Ratio of expenses to average net assets 0.45% 0.45% 0.45% 0.45% 0.45%
Ratio of net investment income to average
net assets 5.61% 4.72% 5.16% 5.02% 5.11%
Ratio of expenses to average net assets 0.46%(c) 0.45%(b) 0.45%(b) 0.45%(b) 0.45%(b)
</TABLE>

*Less than $0.005 per share.

(a) Had the Investment Adviser and Distributor not reimbursed and waived
certain expenses, respectively, total returns would have been lower.

(b)During the period, certain fees were contractually reimbursed. If such fee
reimbursements had not occurred, the ratio would have been as indicated.
Amounts reimbursed were less than 0.005%.

(c) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated.

26
<PAGE> 57

FOR MORE INFORMATION

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

ANNUAL/SEMIANNUAL REPORTS (REPORTS):

STATEMENT OF ADDITIONAL INFORMATION (SAI):

You can receive free copies of Reports and the SAI, or request other information
and discuss your questions about the Portfolios by contacting the Distributor.
Or contact the Portfolios at:

THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
TELEPHONE: 1-800-828-2176
E-MAIL: [email protected]
INTERNET: http://www.valiantfund.com

You can review and copy the Portfolios' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get text-only copies:

- For a fee by:

- electronic mail request at [email protected]

- writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009

- calling 1-202-942-8090.

- Free from the Edgar database on the Commission's Website at
http://www.sec.gov.

Investment Company Act file no. 811-7582.
<PAGE> 58

THE VALIANT FUND

CLASS C SHARES

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

PROSPECTUS DATED DECEMBER 29, 2000

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

U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO
GENERAL MONEY MARKET PORTFOLIO
TAX-EXEMPT MONEY MARKET PORTFOLIO

QUESTIONS?
Call 1-800-828-2176 or your
investment representative.

MANAGED BY INTEGRITY MANAGEMENT & RESEARCH, INC.

THE VALIANT FUND CONTENTS

<TABLE>
<S> <C> <C> <C>
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
INCLUDES INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

[ICON]
Carefully review this 4 Overview
important section, which 5-6 U.S. Treasury Money Market Portfolio
summarizes each Portfolio's 7-8 U.S. Treasury Income Portfolio
investments, strategies, 9-10 General Money Market Portfolio
risks, past performance, and 11-12 Tax-Exempt Money Market Portfolio
fees. 13 Fees and Expenses

ADDITIONAL INFORMATION

[ICON]
16

FUND MANAGEMENT

[ICON]
Review this section for 17 The Investment Adviser
details on the people and 17 The Distributor
organizations who oversee 17 The Administrator
the Portfolios.

SHAREHOLDER INFORMATION

[ICON]
Review this section for 18 Pricing of Portfolios Shares
details on how shares are 19-20 Purchasing and Adding to Your Shares
valued, how to purchase and 20 Selling Your Shares
sell shares, related charges 21 General Policies on Selling Shares
and payments of dividends 21 Distribution and Service (12b-1) Fees
and distributions. 21-22 Dividends, Distributions and Taxes

FINANCIAL HIGHLIGHTS

[ICON]
23 Financial Highlights
</TABLE>

3
<PAGE> 60

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

OVERVIEW

Each Portfolio is a money market fund. As a money market fund, each Portfolio
is subject to maturity, quality and diversification requirements designed to
help it in its effort to maintain a stable price of $1.00 per share. Under
these requirements, each Portfolio's investments must have a remaining
maturity of no more than 397 days and its investments must maintain an
average weighted maturity that does not exceed 90 days.
Money Market Securities are high quality, short-term
debt securities that pay a fixed, variable or
floating interest rate. Securities are often
specifically structured so that they are eligible
investments for a money market fund. For example, in
order to satisfy the maturity restrictions for a
money market fund, some money market securities have
demand or put features that have the effect of
shortening the security's maturity. Taxable money
market securities include bank certificates of
deposit, bank acceptances, bank time deposits,
notes, commercial paper and U.S. Government
securities. Municipal money market securities
include variable rate demand notes, commercial paper
and municipal notes.

The Portfolios:

- 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
U.S. Government.

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

- The Tax-Exempt Money Market Portfolio invests in high-quality, short-term
municipal securities and in high-quality, long-term municipal securities
whose features give them interest rates, maturities and prices similar to
short-term instruments.

A few general risks:

- An investment in the Portfolios is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

- Although the Portfolios seek to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Portfolios.
4
<PAGE> 61

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

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.

A full discussion of additional permissible investments is included in the
Statement of Additional Information ("SAI").

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

5
<PAGE> 62

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

No performance information is shown for the Class C shares of U.S. Treasury
Money Market Portfolio that, as of the date of this prospectus, has not
commenced operations. The performance of the Portfolio's shares will
fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

6
<PAGE> 63

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY INCOME PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average of 90 days or less.

- Investing in compliance with SEC rule requirements for money market funds
for quality, maturity and diversification of investments.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.

7
<PAGE> 64

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

No performance information is shown for the Class C shares of U.S. Treasury
Income Portfolio that, as of the date of this prospectus, has not commenced
operations. The performance of the Portfolio's shares will fluctuate with
market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

8
<PAGE> 65

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

GENERAL MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

Although the Portfolio does not actively invest in the obligations of
foreign issuers, an increase in the size of the Portfolio may provide an
opportunity to implement this investment strategy.

The Portfolio may invest 25% or more of its total assets in the domestic
banking industry.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

9
<PAGE> 66

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

No performance information is shown for the Class C shares of General Money
Market Portfolio that, as of the date of this prospectus, has not commenced
operations. The performance of the Portfolio's shares will fluctuate with
market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

10
<PAGE> 67

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

TAX-EXEMPT MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks primarily income exempt from federal income tax.

PRINCIPAL The Portfolio's principal investment strategies include:
INVESTMENT STRATEGIES - Investing in municipal money market securities including variable and
floating rate instruments.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

- Municipal securities subject to restrictions on resale.

- Investing in repurchase agreements, forward commitments, when-issued
securities, letters of credit, and standby commitments, and borrowing
through reverse repurchase agreements.

Under normal market conditions, the Portfolio will invest 100% of its
investable assets in securities whose income is exempt from federal income
tax.

The Portfolio will not invest in Municipal Securities whose interest is
subject to the federal alternative minimum tax ("AMT") for individuals.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.
</TABLE>

11
<PAGE> 68

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

Other principal risks of investing in the Portfolio are:

No performance information is shown for the Class C shares of Tax-Exempt
Money Market Portfolio that, as of the date of this prospectus, has not
commenced operations. The performance of the Portfolio's shares will
fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] INVESTING AS PART OF A RETIREMENT PLAN BECAUSE THE PLANS CAN NOT
BENEFIT FROM TAX EXEMPT INCOME
[ ] PURSUING A LONG-TERM GOAL
</TABLE>

12
<PAGE> 69

[Logo]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

FEES AND EXPENSES

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL TAX-EXEMPT
SHAREHOLDER FEES MONEY MARKET INCOME MONEY MARKET MONEY MARKET
(FEES PAID DIRECTLY FROM YOUR PORTFOLIO(1) PORTFOLIO(1) PORTFOLIO(1) PORTFOLIO(1)
INVESTMENT) ------------- ------------- ------------ ------------
CLASS CLASS CLASS CLASS
C C C C
<S> <C> <C> <C> <C>
Maximum sales charge (load) on
purchases None None None None

ANNUAL PORTFOLIO OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM PORTFOLIO ASSETS)
Management fees .20% .20% .20% .20%
Distribution and Service
(12b-1) fees(2) .50% .50% .50% .50%
Other expenses .00% .00% .00% .00%
Total Annual Portfolio
operating expenses .70% .70% .70% .70%
Fee Waivers and/or Expenses
Reimbursements .40% .40% .40% .40%
Net Expenses(3) .30% .30% .30% .30%
</TABLE>

(1) As of the date of this Prospectus, the Class
C shares of each of the Portfolios have not
commenced operations. Other expenses have
been estimated for the current fiscal year.

(2) The Trust has adopted a Distribution and
Shareholder Servicing Plan (the "Plan") for
the Class C shares. Payments allowed under
the Plan for Class C shares are 0.50% yet are
contractually limited to be paid at the rate
of 0.10% of the average daily net assets of
Class C shares.

(3) The Portfolios' Adviser and Distributor have
contractually agreed to reimburse expenses
and waive certain 12b-1 fees necessary to
limit total expenses to 0.30% for Class C
shares until December 31, 2001.

EXPENSE EXAMPLE

Because this example is hypothetical and for comparison only, your actual
costs will be different.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO $31 $184 $350 $833
U.S. TREASURY INCOME PORTFOLIO $31 $184 $350 $833
GENERAL MONEY MARKET PORTFOLIO $31 $184 $350 $833
TAX EXEMPT MONEY MARKET PORTFOLIO $31 $184 $350 $833
</TABLE>

If you buy and hold
Class C shares of the
Portfolios, you will
pay the following
fees and expenses.
Total Annual
Portfolio operating
expenses are paid out
of Portfolio assets,
and are reflected in
the Portfolio's
yield.

13
<PAGE> 70

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

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

[ICON]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

LETTERS OF CREDIT

VARIABLE AND FLOATING RATE INSTRUMENTS

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

STANDBY COMMITMENTS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

[ICON]

ADDITIONAL INFORMATION

TEMPORARY DEFENSIVE POSITIONS

OTHER TYPES OF INVESTMENTS

16
<PAGE> 73

[ICON]
FUND MANAGEMENT

THE INVESTMENT ADVISER

The Sub-Adviser is a Delaware limited partnership with principal offices
located at 600 Fifth Avenue, New York, New York 10020-2302. The Sub-Adviser
acts as investment manager and administrator of several other investment
companies and also advises pension trusts, profit sharing trusts and
endowments. Nvest Companies, L.P. ('Nvest Companies') is the limited partner
and owner, through its wholly-owned subsidiary, Nvest Holdings, L.P., of a
99.5% interest in the Sub-Adviser. Reich & Tang Asset Management, Inc.
('RTAM') is the sole general partner and owner of the remaining 0.5% interest
of the Sub-Adviser, as well as being an indirect wholly-owned subsidiary of
Nvest Companies.

For these advisory services, the Portfolios paid as follows during their
fiscal year ended:

The Sub-Adviser is paid by the Adviser a fee at an annual rate based on each
Portfolio's average daily net assets, as follows: 0.06% of the first $500
million of net assets, 0.05% of next $1 billion of net assets, 0.04% of the
next $500 million of net assets and 0.035% of net assets over $2 billion.
Such fees are subject to a minimum monthly fee of $30,000.

THE DISTRIBUTOR

Integrity Investments, Inc. is the Portfolios' distributor. Its address is
871 Venetia Bay Boulevard, Suite 370, Venice, Florida 34292.

THE ADMINISTRATOR

The Statement of Additional Information has more detailed information about
the Investment Adviser and other service providers.
17
<PAGE> 74

[ICON]
SHAREHOLDER INFORMATION

Your order for purchase or sale of shares is priced at the
next NAV calculated after your order is accepted by the
Fund. This is what is known as the offering price.

[ICON]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES

<TABLE>
<S> <C> <C> <C>
MINIMUM MINIMUM
ACCOUNT TYPE INITIAL INVESTMENT* SUBSEQUENT
Regular $1,000,000 None
</TABLE>

<TABLE>
<S> <C>
* Institutions may satisfy the minimum investment by aggregating their
fiduciary accounts.

Your purchase of shares will be on the same business day if the Trust's
Distributor receives your order by:

Otherwise, the purchase will be effective on the next business day.

To allow the Portfolios to be managed effectively, shareholders are urged
to initiate all trades as early in the day as possible. Also, please notify
the Transfer Agent at least one day in advance of trades in excess of
$10,000,000 by calling 1-800-828-2176. Include your name and shareholder
account number.

A Portfolio may reject any purchase order if it considers it in the best
interest of the Portfolio and its shareholders.

Purchases by exchange are not permitted.
</TABLE>

AVOID 31% TAX WITHHOLDING

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

19
<PAGE> 76

[ICON]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES -- CONTINUED

BY WIRE ORDERS

DIVIDENDS AND DISTRIBUTIONS

All income dividends will be paid in cash and will automatically be made by
wire unless you request to reinvest such dividends in additional shares.

SELLING YOUR SHARES

As a mutual fund shareholder,
you are technically selling
shares when you request a
withdrawal. This is also known
as redeeming shares or a
redemption of shares.

If an account is closed, any
accrued dividend will be paid
within 10 days of the beginning
of the following month.
INSTRUCTIONS FOR SELLING SHARES

You may request redemption of your shares through the Distributor. The
Portfolio ordinarily will accept orders to redeem by telephone. 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
Integrity Investments, Inc., 871 Venetia Bay Boulevard, Suite 370, Venice,
Florida 34292.
Shares also may be redeemed by mail by submitting an order addressed to:
Integrity Investments, Inc., 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.

20
<PAGE> 77

[ICON]
SHAREHOLDER INFORMATION

GENERAL POLICIES ON SELLING SHARES
REFUSAL OF REDEMPTION REQUEST

WIRE OR TELEPHONE REDEMPTIONS

DISTRIBUTION AND SERVICE (12b-1) FEES

The Portfolios have adopted a plan under SEC Rule 12b-1. The plan allows the
Portfolios to pay fees for services and expenses relating to the sale and
distribution of the Portfolios' shares and/or for providing shareholder
services. The amount of the fee the plan allows is 0.50% of the average daily
net assets of the Portfolios. Because these fees are paid from the
Portfolios' assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales fees. Payments under the plan have been authorized at the rate of 0.10%
of the average daily net assets of Class C shares.

SHAREHOLDERS STATEMENTS

DIVIDENDS, DISTRIBUTIONS AND TAXES

In order to receive the dividend declared, the Custodian must receive the
purchase wire by the close of the Federal Reserve wire system on that
Business Day.

21
<PAGE> 78

[ICON]
SHAREHOLDER INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES -- CONTINUED

Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.

During normal market conditions, the Tax-Exempt Money Market Fund expects
that substantially all of its dividends will be excluded from gross income
for federal income tax purposes.

Dividends are taxable in the year in which they are paid, even if they appear
on your account statement the following year.

22
<PAGE> 79

[ICON]
FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS

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

23
<PAGE> 80

FOR MORE INFORMATION

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

ANNUAL/SEMIANNUAL REPORTS (REPORTS):

STATEMENT OF ADDITIONAL INFORMATION (SAI):

You can receive free copies of Reports and the SAI, or request other information
and discuss your questions about the Portfolios by contacting the Distributor.
Or contact the Portfolios at:

THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
TELEPHONE: 1-800-828-2176
E-MAIL: [email protected]
INTERNET: http://www.valiantfund.com

You can review and copy the Portfolios' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get text-only copies:

- For a fee by:

- electronic mail request at [email protected]

- writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009

- calling 1-202-942-8090.

- Free from the Edgar database on the Commission's Website at
http://www.sec.gov.

Investment Company Act file no. 811-7582.
<PAGE> 81

THE VALIANT FUND

CLASS D SHARES

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

PROSPECTUS DATED DECEMBER 29, 2000

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

U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO
GENERAL MONEY MARKET PORTFOLIO
TAX-EXEMPT MONEY MARKET PORTFOLIO

QUESTIONS?
Call 1-800-828-2176 or your
investment representative.

MANAGED BY INTEGRITY MANAGEMENT & RESEARCH, INC.

THE VALIANT FUND CONTENTS

<TABLE>
<S> <C> <C> <C>
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
INCLUDES INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

[LOGO]
Carefully review this 4 Overview
important section, which 5-7 U.S. Treasury Money Market Portfolio
summarizes each Portfolio's 8-9 U.S. Treasury Income Portfolio
investments, strategies, 10-11 General Money Market Portfolio
risks, past performance, and 12-13 Tax-Exempt Money Market Portfolio
fees. 14 Fees and Expenses

ADDITIONAL INFORMATION

[LOGO]
17

FUND MANAGEMENT

[LOGO]
Review this section for 18 The Investment Adviser
details on the people and 18 The Distributor
organizations who oversee 18 The Administrator
the Portfolios.

SHAREHOLDER INFORMATION

[LOGO]
Review this section for 19 Pricing of Portfolios Shares
details on how shares are 20-21 Purchasing and Adding to Your Shares
valued, how to purchase and 21 Selling Your Shares
sell shares, related charges 22 General Policies on Selling Shares
and payments of dividends 22 Distribution and Service (12b-1) Fees
and distributions. 22-23 Dividends, Distributions and Taxes

FINANCIAL HIGHLIGHTS

[LOGO]
24 Financial Highlights
</TABLE>

3
<PAGE> 83

[LOGO]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

OVERVIEW

The Portfolios:

A few general risks:
- An investment in the Portfolios is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

- Although the Portfolios seek to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Portfolios.
4
<PAGE> 84

[LOGO]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

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.

A full discussion of additional permissible investments is included in the
Statement of Additional Information ("SAI").

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

5
<PAGE> 85

[LOGO]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

6
<PAGE> 86

[ICON]
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

PERFORMANCE BAR CHART AND TABLE(1)
YEAR-BY-YEAR TOTAL RETURNS AS OF 12/31

Of course, past performance does not indicate
how the Portfolio will perform in the future.

<TABLE>
<S> <C>
Best quarter: 1.22% for the quarter ending September 30,
1997
Worst quarter: 1.00% for the quarter ending June 30, 1999
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS
(for the periods ending December 31, 1999)

<TABLE>
<CAPTION>
SINCE INCEPTION
PAST YEAR (5/1/96)
<S> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO 4.29% 4.64%
</TABLE>

As of September 30, 2000 the 7-day yield was 5.80%. For current yield
information on the Portfolio, call 1-800-828-2176.

(1) The Trustees approved Reich & Tang Asset Management L.P. as Sub-Adviser
on June 1, 2000. Prior to that date,
David L. Babson & Co., Inc. provided sub-advisory services to the
Portfolios.

7
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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY INCOME PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average of 90 days or less.

- Investing in compliance with SEC rule requirements for money market funds
for quality, maturity and diversification of investments.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.

8
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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

- SELECTION RISK. The Adviser evaluates the rewards and risks presented by
all securities purchased by the Portfolio and how they may advance the
Portfolio's investment objective. It is possible, however, that these
evaluations will prove to be inaccurate.
No performance information is shown for the Class D shares of U.S. Treasury
Income Portfolio that, as of the date of this prospectus, has not commenced
operations. The performance of the Portfolio's shares will fluctuate with
market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

9
<PAGE> 89

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

GENERAL MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

Although the Portfolio does not actively invest in the obligations of
foreign issuers, an increase in the size of the Portfolio may provide an
opportunity to implement this investment strategy.

The Portfolio may invest 25% or more of its total assets in the domestic
banking industry.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

10
<PAGE> 90

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

- FOREIGN INVESTMENT RISK. The Portfolio's investments in U.S. dollar-
denominated obligations of foreign branches of U.S. banks and U.S.
branches of foreign banks may be subject to foreign risk. Foreign
securities issuers are usually not subject to the same degree of
regulation as U.S. issuers. Reporting, accounting, and auditing standards
of foreign countries differ, in some cases, significantly from U.S.
standards. Foreign risk includes nationalization, expropriation or
confiscatory taxation, currency blockage, political changes or diplomatic
developments that could adversely affect the Portfolio's investments.
No performance information is shown for the Class D shares of General Money
Market Portfolio that, as of the date of this prospectus, has not completed
a full calendar year of operations. The performance of the Portfolio's
shares will fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:
[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:
[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

TAX-EXEMPT MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks primarily income exempt from federal income tax.

PRINCIPAL The Portfolio's principal investment strategies include:
INVESTMENT STRATEGIES - Investing in municipal money market securities including variable and
floating rate instruments.
- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.
- Municipal securities subject to restrictions on resale.
- Investing in repurchase agreements, forward commitments, when-issued
securities, letters of credit, and standby commitments, and borrowing
through reverse repurchase agreements.
Under normal market conditions, the Portfolio will invest 100% of its
investable assets in securities whose income is exempt from federal income
tax.
As a temporary defensive measure because of market, economic, political or
other conditions, the Portfolio may invest in taxable money market
securities. These temporary investments may produce taxable income.
The Portfolio will not invest in Municipal Securities whose interest is
subject to the federal alternative minimum tax ("AMT") for individuals.
The Portfolio buys and sells securities based on its objective of
maximizing current income consistent with safety of principal and
liquidity. The Portfolio will attempt to increase its yields by trading to
take advantage of short-term market variations. The Portfolio's Adviser
evaluates investments based on credit analysis and the interest rate
outlook.
A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.
</TABLE>

12
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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

Other principal risks of investing in the Portfolio are:
- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in municipal
debt securities. Prices of municipal obligations tend to move inversely
with changes in interest rates. The most immediate effect of a rise in
rates is usually a drop in the prices of such securities, and therefore
in the Portfolio's yield as well. Interest rate risk is usually greater
for fixed-income securities with longer maturities or durations.
- CREDIT RISK. Although credit risk is very low because the Portfolio only
invests in high quality obligations, if an issuer fails to pay interest
or repay principal, the value of your investment could decline. The
ability of a state or local government issuer to make payments can be
affected by many factors, including economic conditions, the flow of tax
revenues and changes in the level of federal, state or local aid. Some
municipal securities are payable only from limited revenue sources or by
private entities.
- SELECTION RISK. The Adviser evaluates the rewards and risks presented by
all securities purchased by the Portfolio and how they may advance the
Portfolio's investment objective. It is possible, however, that these
evaluations will prove to be inaccurate.
No performance information is shown for the Class D shares of Tax-Exempt
Money Market Portfolio that, as of the date of this prospectus, has not
completed a full calendar year of operations. The performance of the
Portfolio's shares will fluctuate with market conditions.

This Portfolio will not be appropriate for someone:
[ ] SEEKING HIGH TOTAL RETURNS
[ ] INVESTING AS PART OF A RETIREMENT PLAN BECAUSE THE PLANS CAN NOT
BENEFIT FROM TAX EXEMPT INCOME
[ ] PURSUING A LONG-TERM GOAL
</TABLE>

13
<PAGE> 93

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

FEES AND EXPENSES

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL TAX-EXEMPT
SHAREHOLDER FEES MONEY MARKET INCOME MONEY MARKET MONEY MARKET
(FEES PAID DIRECTLY FROM YOUR PORTFOLIO PORTFOLIO(1) PORTFOLIO PORTFOLIO
INVESTMENT) ------------- ------------- ------------ ------------
CLASS CLASS CLASS CLASS
D D D D
<S> <C> <C> <C> <C>
Maximum sales charge (load) on
purchases None None None None
ANNUAL PORTFOLIO OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM PORTFOLIO ASSETS)
Management fees .20% .20% .20% .20%
Distribution and Service
(12b-1) fees .50% .50% .50% .50%
Other expenses .00% .00% .00% .00%
Total Annual Portfolio
operating expenses .70% .70% .70% .70%
Fee Waivers and/or Expense
Reimbursements .00% .00% .00% .00%
Net Expenses(2) .70% .70% .70% .70%
</TABLE>

(1) As of the date of this Prospectus, the Class
D shares of U.S. Treasury Income Portfolio
have not commenced operations. Other expenses
have been estimated for the current fiscal
year.

(2) The Portfolios' Adviser has contractually
agreed to reimburse expenses necessary to
limit total expenses to 0.70% for Class D
shares until December 31, 2001.

EXPENSE EXAMPLE

Because this example is hypothetical and for comparison only, your actual
costs will be different.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO $72 $224 $390 $871
U.S. TREASURY INCOME PORTFOLIO $72 $224 $390 $871
GENERAL MONEY MARKET PORTFOLIO $72 $224 $390 $871
TAX EXEMPT MONEY MARKET PORTFOLIO $72 $224 $390 $871
</TABLE>

If you buy and hold
Class D shares of the
Portfolios, you will
pay the following
fees and expenses.
Total Annual
Portfolio operating
expenses are paid out
of Portfolio assets,
and are reflected in
the Portfolio's
yield.

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

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

[Logo]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

LETTERS OF CREDIT

VARIABLE AND FLOATING RATE INSTRUMENTS

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

STANDBY COMMITMENTS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

[Logo]

ADDITIONAL INFORMATION

TEMPORARY DEFENSIVE POSITIONS

OTHER TYPES OF INVESTMENTS

17
<PAGE> 97

[Logo]
FUND MANAGEMENT

THE INVESTMENT ADVISER

For these advisory services, the Portfolios paid as follows during their
fiscal year ended:

THE DISTRIBUTOR

Integrity Investments, Inc. is the Portfolios' distributor. Its address is
871 Venetia Bay Boulevard, Suite 370, Venice, Florida 34292.

THE ADMINISTRATOR

The Statement of Additional Information has more detailed information about
the Investment Adviser and other service providers.
18
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SHAREHOLDER INFORMATION

<TABLE>
<S> <C>
PRICING OF PORTFOLIO SHARES
The Portfolios' net asset value or NAV is expected to be constant at $1.00
per share, although this value is not guaranteed. The NAV is determined at
12:00 noon Eastern time for the U.S. Treasury Income Portfolio and the
Tax-Exempt Money Market Portfolio, and at 3:00 p.m. Eastern time for the
U.S. Treasury Money Market Portfolio and the General Money Market
Portfolio, and on days the New York Stock Exchange ("NYSE") and the Boston
and the New York Federal Reserve Banks are open. The NYSE is closed most
national holidays and Good Friday. The Portfolios value their securities at
their amortized cost. This method involves valuing an instrument at its
cost and thereafter applying a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates
on the market value of the investment.
Your order for purchase or sale of shares is priced at the next NAV
calculated after your order is accepted by the Fund. This is what is known
as the offering price.
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 in order to determine the NAV of each class.
</TABLE>

19
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SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES

<TABLE>
<S> <C> <C> <C>
MINIMUM MINIMUM
ACCOUNT TYPE INITIAL INVESTMENT* SUBSEQUENT
Regular $1,000,000 None
</TABLE>

<TABLE>
<S> <C>
* Institutions may satisfy the minimum investment by aggregating their
fiduciary accounts.

Your purchase of shares will be on the same business day if the Trust's
Distributor receives your order by:
12:00 noon, Eastern time, for the
-- U.S. Treasury Income Portfolio
-- Tax-Exempt Money Market Portfolio
3:00 p.m., Eastern time, for the
-- U.S. Treasury Money Market Portfolio
-- General Money Market Portfolio
Otherwise, the purchase will be effective on the next business day.
To allow the Portfolios to be managed effectively, shareholders are urged
to initiate all trades as early in the day as possible. Also, please notify
the Transfer Agent at least one day in advance of trades in excess of
$10,000,000 by calling 1-800-828-2176. Include your name and shareholder
account number.
A Portfolio may reject any purchase order if it considers it in the best
interest of the Portfolio and its shareholders.
Purchases by exchange are not permitted.
</TABLE>

AVOID 31% TAX WITHHOLDING

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

20
<PAGE> 100

[Logo]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES -- CONTINUED

BY WIRE ORDERS

DIVIDENDS AND DISTRIBUTIONS

All income dividends will be paid in cash and will automatically be made by
wire unless you request to reinvest such dividends in additional shares.

WITHDRAWING MONEY FROM YOUR PORTFOLIO INVESTMENT
As a mutual fund shareholder, you are technically selling shares when you
request a withdrawal. This is
also known as redeeming shares
or a redemption of shares.
If an account is closed, any accrued dividend will be paid within 10 days of
the beginning of the following
month.

21
<PAGE> 101

[Logo]
SHAREHOLDER INFORMATION

GENERAL POLICIES ON SELLING SHARES
REFUSAL OF REDEMPTION REQUEST

WIRE OR TELEPHONE REDEMPTIONS

DISTRIBUTION AND SERVICE (12b-1) FEES

The Portfolios have adopted a plan under SEC Rule 12b-1. The plan allows the
Portfolios to pay fees for services and expenses relating to the sale and
distribution of the Portfolios' shares and/or for providing shareholder
services. The amount of the fee the plan allows is 0.50% of the average daily
net assets of the Portfolios. Because these fees are paid from the
Portfolios' assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales fees.

SHAREHOLDERS STATEMENTS

DIVIDENDS, DISTRIBUTIONS AND TAXES

In order to receive the dividend declared, the Custodian must receive the
purchase wire by the close of the Federal Reserve wire system on that
Business Day.

22
<PAGE> 102

[Logo]
SHAREHOLDER INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES -- CONTINUED

Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.

During normal market conditions, the Tax-Exempt Money Market Fund expects
that substantially all of its dividends will be excluded from gross income
for federal income tax purposes.

Dividends are taxable in the year in which they are paid, even if they appear
on your account statement the following year.

23
<PAGE> 103

[Logo]
FINANCIAL HIGHLIGHTS

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 U.S. Treasury Income
Portfolio Class D shares had not commenced operations, and therefore, had no
financial information available to incorporate. The following information
should be read in conjunction with the financial statements and notes
thereto.

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

<TABLE>
<CAPTION>
For a share outstanding throughout each period.
FOR THE PERIOD
FOR THE YEARS ENDED AUGUST 31, MAY 1, 1996
----------------------------------------- TO AUGUST 31,
2000 1999 1998 1997 1996 (A)
-------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.05 0.04 0.05 0.05 0.02
Net realized gains/(losses) from investment
transactions (0.00)* (0.00)* (0.00)* 0.00* (0.00)*
------------------------------------------------------------------------------------------------------------
Total from investment activities 0.05 0.04 0.05 0.05 0.02
------------------------------------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.05) (0.04) (0.05) (0.05) (0.02)
------------------------------------------------------------------------------------------------------------
Total dividends (0.05) (0.04) (0.05) (0.05) (0.02)
------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------------------------------------------------------------------------------------------------------
TOTAL RETURN (b) 5.13% 4.25% 4.91% 4.78% 1.55%(c)
RATIOS /SUPPLEMENTARY DATA:
Net Assets at end of period (000) $269,929 $204,713 $161,901 $101,401 $35,549
Ratio of expenses to average net assets 0.70% 0.70% 0.70% 0.70% 0.70%(d)
Ratio of net investment income to average
net assets 5.04% 4.16% 4.79% 4.69% 4.68%(d)
Ratio of expenses to average net assets (e) 0.70% 0.70% 0.70% 0.70% 0.70%(d)
</TABLE>

*Less than $0.005 per share.

(a) Period from commencement of operations.

(b) Had the Investment Adviser not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(d)Annualized.

(e) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated. Amounts reimbursed were less than 0.005%.

24
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FINANCIAL HIGHLIGHTS

GENERAL MONEY MARKET PORTFOLIO -- CLASS D

<TABLE>
<CAPTION>
For a share
outstanding throughout
the period.
FOR THE PERIOD
SEPTEMBER 27, 1999
TO AUGUST 31,
2000 (a)
----------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00
------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.05
Net realized losses from investment
transactions (0.00)*
------------------------------------------------------------------------
Total from investment activities 0.05
------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.05)
------------------------------------------------------------------------
Total dividends (0.05)
------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00
------------------------------------------------------------------------
TOTAL RETURN (b) 5.10%(c)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $10,121
Ratio of expenses to average net assets 0.70%(d)
Ratio of net investment income to average
net assets 5.53%(d)
Ratio of expenses to average net assets (e) 0.70%(d)
</TABLE>

*Less than $0.005 per share.

(a) Period from commencement of operations.

(b) Had the Investment Adviser not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(d)Annualized.

(e) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated. Amounts reimbursed were less than 0.005%.

25
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FINANCIAL HIGHLIGHTS

TAX-EXEMPT MONEY MARKET PORTFOLIO -- CLASS D

<TABLE>
<CAPTION>
For a share
outstanding
throughout
the period.
FOR THE PERIOD
JUNE 19, 2000
TO AUGUST, 31
2000 (a)
--------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00
----------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.01
Net realized losses from investments (0.00)*
----------------------------------------------------------------
Total from investment activities 0.01
----------------------------------------------------------------
DIVIDENDS
Net investment income (0.01)
----------------------------------------------------------------
Total dividends (0.01)
----------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00
----------------------------------------------------------------
TOTAL RETURN (b) 0.70%(c)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $ 75
Ratio of expenses to average net assets 0.70%(d)
Ratio of net investment income to average
net assets 3.45%(d)
Ratio of expenses to average net assets (e) 0.71%(d)
</TABLE>

*Less than $0.005 per share.

(a) Period from commencement of operations.

(b) Had the Investment Adviser not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(d)Annualized.

(e) During the period, certain fees were contractually reimbursed. If such
reimbursements had not occurred, the ratio would have been as indicated.

26
<PAGE> 106

FOR MORE INFORMATION

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

ANNUAL/SEMIANNUAL REPORTS (REPORTS):

STATEMENT OF ADDITIONAL INFORMATION (SAI):

You can receive free copies of Reports and the SAI, or request other information
and discuss your questions about the Portfolios by contacting the Distributor.
Or contact the Portfolios at:

THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
TELEPHONE: 1-800-828-2176
E-MAIL: [email protected]
INTERNET: http://www.valiantfund.com

You can review and copy the Portfolios' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get text-only copies:

- For a fee by:

- electronic mail request at [email protected]

- writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009

- calling 1-202-942-8090.

- Free from the Edgar database on the Commission's Website at
http://www.sec.gov.

Investment Company Act file no. 811-7582.
<PAGE> 107

THE VALIANT FUND

CLASS E SHARES

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

PROSPECTUS DATED DECEMBER 29, 2000

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

U.S. TREASURY MONEY MARKET PORTFOLIO
U.S. TREASURY INCOME PORTFOLIO
GENERAL MONEY MARKET PORTFOLIO
TAX-EXEMPT MONEY MARKET PORTFOLIO

QUESTIONS?
Call 1-800-828-2176 or your
investment representative.

MANAGED BY INTEGRITY MANAGEMENT & RESEARCH, INC.

THE VALIANT FUND CONTENTS

<TABLE>
<S> <C> <C> <C>
RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES
INCLUDES INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

[LOGO]
Carefully review this 4 Overview
important section, which 5-6 U.S. Treasury Money Market Portfolio
summarizes each Portfolio's 7-8 U.S. Treasury Income Portfolio
investments, strategies, 9-10 General Money Market Portfolio
risks, past performance, and 11-12 Tax-Exempt Money Market Portfolio
fees. 13 Fees and Expenses

ADDITIONAL INFORMATION

[LOGO]
16

FUND MANAGEMENT

[LOGO]
Review this section for 17 The Investment Adviser
details on the people and 17 The Distributor
organizations who oversee 17 The Administrator
the Portfolios.

SHAREHOLDER INFORMATION

[LOGO]
Review this section for 18 Pricing of Portfolios Shares
details on how shares are 19-20 Purchasing and Adding to Your Shares
valued, how to purchase and 20 Selling Your Shares
sell shares, related charges 21 General Policies on Selling Shares
and payments of dividends 21 Distribution and Service (12b-1) Fees
and distributions. 21-22 Dividends, Distributions and Taxes

FINANCIAL HIGHLIGHTS

[LOGO]
23 Financial Highlights
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

OVERVIEW

The Portfolios:

- 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
U.S. Government.

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

A few general risks:

- An investment in the Portfolios is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency.

- Although the Portfolios seek to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the
Portfolios.
4
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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

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.

A full discussion of additional permissible investments is included in the
Statement of Additional Information ("SAI").

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

5
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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

No performance information is shown for the Class E shares of U.S. Treasury
Money Market Portfolio that, as of the date of this prospectus, has not
completed a full calendar year of operations. The performance of the
Portfolio's shares will fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

U.S. TREASURY INCOME PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average of 90 days or less.

- Investing in compliance with SEC rule requirements for money market funds
for quality, maturity and diversification of investments.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.

7
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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

No performance information is shown for the Class E shares of U.S. Treasury
Income Portfolio that, as of the date of this prospectus, has not commenced
operations. The performance of the Portfolio's shares will fluctuate with
market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

GENERAL MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks to obtain as high a level of current income as is
consistent with the preservation of capital and liquidity.

- Generally maintaining a dollar-weighted average maturity of 90 days or
less.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

Although the Portfolio does not actively invest in the obligations of
foreign issuers, an increase in the size of the Portfolio may provide an
opportunity to implement this investment strategy.

The Portfolio may invest 25% or more of its total assets in the domestic
banking industry.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.

Other principal risks of investing in the Portfolio are:

- INTEREST RATE RISK. This is the risk that changes in interest rates will
affect the yield or value of the Portfolio's investments in debt
securities. Because the Portfolio invests in short-term securities, a
decline in interest rates will affect the Portfolio's yield as these
securities mature or are sold and the Portfolio purchases new short-term
securities with a lower yield. Generally, an increase in interest rates
causes the value of a debt instrument to decrease. The change in value
for shorter-term securities is usually smaller than for securities with
longer maturities.
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

<TABLE>
<S> <C>
- CREDIT RISK. This is the risk that the issuer or guarantor of a debt
security will be unable or unwilling to make timely interest or principal
payments, or to otherwise honor its obligations. Credit risk includes the
possibility that any of the Portfolio's investments will have its credit
ratings downgraded. The Portfolio will only purchase a money market
instrument if it presents minimal credit risks.

No performance information is shown for the Class E shares of General Money
Market Portfolio that, as of the date of this prospectus, has not completed
a full calendar year of operations. The performance of the Portfolio's
shares will fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] PURSUING A LONG-TERM GOAL OR INVESTING FOR RETIREMENT
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

TAX-EXEMPT MONEY MARKET PORTFOLIO

INVESTMENT OBJECTIVES The Portfolio seeks primarily income exempt from federal income tax.

PRINCIPAL INVESTMENT The Portfolio's principal investment strategies include:
STRATEGIES - Investing in municipal money market securities including variable and
floating rate instruments.

- Investing in compliance with SEC rule requirements for money market funds
for the quality, maturity and diversification of investments.

- Municipal securities subject to restrictions on resale.

- Investing in repurchase agreements, forward commitments, when-issued
securities, letters of credit, and standby commitments, and borrowing
through reverse repurchase agreements.

Under normal market conditions, the Portfolio will invest 100% of its
investable assets in securities whose income is exempt from federal income
tax.

The Portfolio will not invest in Municipal Securities whose interest is
subject to the federal alternative minimum tax ("AMT") for individuals.

A full discussion of additional permissible investments is included in the
SAI.

There can be no assurance that the investment objective of the Portfolio
will be achieved.
</TABLE>

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

Other principal risks of investing in the Portfolio are:

No performance information is shown for the Class E shares of Tax-Exempt
Money Market Portfolio that, as of the date of this prospectus, has not
commenced operations. The performance of the Portfolio's shares will
fluctuate with market conditions.

WHO MAY WANT TO INVEST? Consider investing in the Portfolio if you are:

[ ] SEEKING PRESERVATION OF CAPITAL
[ ] HAVE A LOW RISK TOLERANCE
[ ] WILLING TO ACCEPT LOWER POTENTIAL RETURNS IN EXCHANGE FOR A HIGH DEGREE
OF SAFETY
[ ] INVESTING SHORT-TERM RESERVES

This Portfolio will not be appropriate for someone:

[ ] SEEKING HIGH TOTAL RETURNS
[ ] INVESTING AS PART OF A RETIREMENT PLAN BECAUSE THE PLANS CAN NOT
BENEFIT FROM TAX EXEMPT INCOME
[ ] PURSUING A LONG-TERM GOAL
</TABLE>

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<PAGE> 118

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RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

FEES AND EXPENSES

<TABLE>
<CAPTION>
U.S. TREASURY U.S. TREASURY GENERAL TAX-EXEMPT
SHAREHOLDER FEES MONEY MARKET INCOME MONEY MARKET MONEY MARKET
(FEES PAID DIRECTLY FROM YOUR PORTFOLIO PORTFOLIO(1) PORTFOLIO PORTFOLIO(1)
INVESTMENT) ------------- ------------- ------------ ------------
CLASS CLASS CLASS CLASS
E E E E
<S> <C> <C> <C> <C>
Maximum sales charge (load) on
purchases None None None None
ANNUAL PORTFOLIO OPERATING
EXPENSES (EXPENSES THAT ARE
DEDUCTED FROM PORTFOLIO ASSETS)
Management fees .20% .20% .20% .20%
Distribution and Service
(12b-1) fees .80% .80% .80% .80%
Other expenses .00% .00% .00% .00%
Total Annual Portfolio
operating expenses 1.00% 1.00% 1.00% 1.00%
Fee Waivers and/or Expense
Reimbursements .00% .00% .00% .00%
Net Expenses(2) 1.00% 1.00% 1.00% 1.00%
</TABLE>

(1) As of the date of this Prospectus, the Class
E shares of U.S. Treasury Income Portfolio
and Tax-Exempt Money Market Portfolio have
not commenced operations. Other expenses have
been estimated for the current fiscal year.

(2) The Portfolios' Adviser has contractually
agreed to reimburse expenses necessary to
limit total expenses to 1.00% for Class E
shares until December 31, 2001.

EXPENSE EXAMPLE

Because this example is hypothetical and for comparison only, your actual
costs will be different.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
U.S. TREASURY MONEY MARKET PORTFOLIO $102 $318 $552 $1,225
U.S. TREASURY INCOME PORTFOLIO $102 $318 $552 $1,225
GENERAL MONEY MARKET PORTFOLIO $102 $318 $552 $1,225
TAX EXEMPT MONEY MARKET PORTFOLIO $102 $318 $552 $1,225
</TABLE>

If you buy and hold
Class E shares of the
Portfolios, you will
pay the following
fees and expenses.
Total Annual
Portfolio operating
expenses are paid out
of Portfolio assets,
and are reflected in
the Portfolio's
yield.

13
<PAGE> 119

[LOGO]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

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

14
<PAGE> 120

[LOGO]

RISK/RETURN SUMMARY AND PORTFOLIO EXPENSES

LETTERS OF CREDIT

VARIABLE AND FLOATING RATE INSTRUMENTS

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

STANDBY COMMITMENTS (APPLICABLE TO TAX-EXEMPT MONEY MARKET PORTFOLIO ONLY)

15
<PAGE> 121

[LOGO]

ADDITIONAL INFORMATION

TEMPORARY DEFENSIVE POSITIONS

OTHER TYPES OF INVESTMENTS

16
<PAGE> 122

[LOGO]
FUND MANAGEMENT

THE INVESTMENT ADVISER

For these advisory services, the Portfolios paid as follows during their
fiscal year ended:

THE DISTRIBUTOR

Integrity Investments, Inc. is the Portfolios' distributor. Its address is
871 Venetia Bay Boulevard, Suite 370, Venice, Florida 34292.

THE ADMINISTRATOR

The Statement of Additional Information has more detailed information about
the Investment Adviser and other service providers.
17
<PAGE> 123

[LOGO]
SHAREHOLDER INFORMATION

18
<PAGE> 124

[LOGO]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES

<TABLE>
<S> <C> <C> <C>
MINIMUM MINIMUM
ACCOUNT TYPE INITIAL INVESTMENT* SUBSEQUENT
Regular $1,000,000 None
</TABLE>

<TABLE>
<S> <C>
* Institutions may satisfy the minimum investment by
aggregating their fiduciary accounts.
Your purchase of shares will be on the same business day if
the Trust's Distributor receives your order by:
12:00 noon, Eastern time, for the
-- U.S. Treasury Income Portfolio
-- Tax-Exempt Money Market Portfolio
3:00 p.m., Eastern time, for the
-- U.S. Treasury Money Market Portfolio
-- General Money Market Portfolio
Otherwise, the purchase will be effective on the next
business day.
To allow the Portfolios to be managed effectively,
shareholders are urged to initiate all trades as early in
the day as possible. Also, please notify the Transfer Agent
at least one day in advance of trades in excess of
$10,000,000 by calling 1-800-828-2176. Include your name and
shareholder account number.
A Portfolio may reject any purchase order if it considers it
in the best interest of the Portfolio and its shareholders.
Purchases by exchange are not permitted.
</TABLE>

AVOID 31% TAX WITHHOLDING

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

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<PAGE> 125

[LOGO]
SHAREHOLDER INFORMATION

PURCHASING AND ADDING TO YOUR SHARES -- CONTINUED

BY WIRE ORDERS

DIVIDENDS AND DISTRIBUTIONS

All income dividends will be paid in cash and will automatically be made by
wire unless you request to reinvest such dividends in additional shares.

WITHDRAWING MONEY FROM YOUR PORTFOLIO INVESTMENT
As a mutual fund shareholder, you are technically selling shares when you
request a withdrawal. This is
also known as redeeming shares
or a redemption of shares.
----------------------------
If an account is closed, any accrued dividend will be paid within 10 days of
the beginning of the following
month.

20
<PAGE> 126

[LOGO]
SHAREHOLDER INFORMATION

GENERAL POLICIES ON SELLING SHARES
REFUSAL OF REDEMPTION REQUEST

WIRE OR TELEPHONE REDEMPTIONS

DISTRIBUTION AND SERVICE (12b-1) FEES

The Portfolios have adopted a plan under SEC Rule 12b-1. The plan allows the
Portfolios to pay fees for services and expenses relating to the sale and
distribution of the Portfolios' shares and/or for providing shareholder
services. The amount of the fee the plan allows is 0.80% of the average daily
net assets of the Portfolios. Because these fees are paid from the
Portfolios' assets on an ongoing basis, over time these fees will increase
the cost of your investment and may cost you more than paying other types of
sales fees.

SHAREHOLDERS STATEMENTS

DIVIDENDS, DISTRIBUTIONS AND TAXES

In order to receive the dividend declared, the Custodian must receive the
purchase wire by the close of the Federal Reserve wire system on that
Business Day.

21
<PAGE> 127

[LOGO]
SHAREHOLDER INFORMATION

DIVIDENDS, DISTRIBUTIONS AND TAXES -- CONTINUED

Dividends and distributions are treated in the same manner for federal income
tax purposes whether you receive them in cash or in additional shares.

During normal market conditions, the Tax-Exempt Money Market Fund expects
that substantially all of its dividends will be excluded from gross income
for federal income tax purposes.

Dividends are taxable in the year in which they are paid, even if they appear
on your account statement the following year.

22
<PAGE> 128

[LOGO]
FINANCIAL HIGHLIGHTS

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 U.S. Treasury Income
Portfolio Class E shares and the Tax-Exempt Money Market Portfolio Class E
shares had not commenced operations and, therefore, had no financial
information available to incorporate. The following information should be
read in conjunction with the financial statements and notes thereto.
U.S. TREASURY MONEY MARKET PORTFOLIO -- CLASS E

<TABLE>
<CAPTION>
For a share outstanding
throughout each period.
FOR THE FOR THE PERIOD
YEAR ENDED APRIL 6, 1999
AUGUST 31, TO AUGUST 31,
2000 1999 (A)
---------- --------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00
------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.05 0.02
Net realized losses from investment
transactions (0.00)* (0.00)*
------------------------------------------------------------------------------
Total from investment activities 0.05 0.02
------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.05) (0.02)
------------------------------------------------------------------------------
Total dividends (0.05) (0.02)
------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00
------------------------------------------------------------------------------
TOTAL RETURN (b) 4.82% 1.54%(c)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $141,693 $13,086
Ratio of expenses to average net assets 1.00% 0.99%(d)
Ratio of net investment income to average
net assets 5.31% 3.81%(d)
Ratio of expenses to average net assets 1.01%(f) 0.99%(d),(e)
</TABLE>

*Less than $0.005 per share.

(a) Period from commencement of operations.

(b)Had the Investment Adviser not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(d)Annualized.

(e) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated. Amounts reimbursed were less than 0.005%

(f) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated.

23
<PAGE> 129

[LOGO]
FINANCIAL HIGHLIGHTS

GENERAL MONEY MARKET PORTFOLIO -- CLASS E

<TABLE>
<CAPTION>
For a share outstanding
throughout each period.
FOR THE FOR THE PERIOD
YEAR ENDED MAY 5, 1999
AUGUST 31, TO AUGUST 31,
2000 1999 (A)
---------- --------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.00 $ 1.00
------------------------------------------------------------------------------
INVESTMENT ACTIVITIES
Net investment income 0.05 0.01
Net realized losses from investment
transactions (0.00)* (0.00)*
------------------------------------------------------------------------------
Total from investment activities 0.05 0.01
------------------------------------------------------------------------------
DIVIDENDS
Net investment income (0.05) (0.01)
------------------------------------------------------------------------------
Total dividends (0.05) (0.01)
------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD $ 1.00 $ 1.00
------------------------------------------------------------------------------
TOTAL RETURN (b) 5.13% 1.31%(c)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000) $89,270 $30,159
Ratio of expenses to average net assets 1.00% 0.99%(d)
Ratio of net investment income to average
net assets 5.18% 4.00%(d)
Ratio of expenses to average net assets 1.00%(e) 1.00%(d),(f)
</TABLE>

*Less than $0.005 per share.

(a) Period from commencement of operations.

(b)Had the Investment Adviser not reimbursed and waived certain expenses,
respectively, total returns would have been lower.

(d)Annualized.

(e) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated. Amounts reimbursed were less than 0.005%

(f) During the period, certain fees were contractually reimbursed. If such
fee reimbursements had not occurred, the ratio would have been as
indicated.

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<PAGE> 130

FOR MORE INFORMATION

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

ANNUAL/SEMIANNUAL REPORTS (REPORTS):

STATEMENT OF ADDITIONAL INFORMATION (SAI):

You can receive free copies of Reports and the SAI, or request other information
and discuss your questions about the Portfolios by contacting the Distributor.
Or contact the Portfolios at:

THE VALIANT FUND
3435 STELZER ROAD
COLUMBUS, OHIO 43219
TELEPHONE: 1-800-828-2176
E-MAIL: [email protected]
INTERNET: http://www.valiantfund.com

You can review and copy the Portfolios' reports and SAIs at the Public Reference
Room of the Securities and Exchange Commission. You can get text-only copies:

- For a fee by:

- electronic mail request at [email protected]

- writing the Public Reference Section of the Commission, Washington, D.C.
20549-6009

- calling 1-202-942-8090.

- Free from the Edgar database on the Commission's Website at
http://www.sec.gov.

Investment Company Act file no. 811-7582.
<PAGE> 131
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, Class D and Class E Shares

STATEMENT OF ADDITIONAL INFORMATION

DECEMBER 29, 2000

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 29,
2000). 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.

<PAGE> 132
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
Investment Policies and Limitations...................................3
Portfolio Transactions...............................................15
Valuation of Portfolio Securities....................................16
Performance..........................................................17
Additional Purchase and Redemption Information.......................19
Dividends, Capital Gains Distributions and Taxes.....................19
Trustees and Officers................................................20
Investment Advisory Agreements.......................................22
Administration Agreement and Other Contracts.........................23
Description of the Trust.............................................25
Appendix.............................................................28
</TABLE>

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

Sub-Adviser
-----------
Reich & Tang Asset Management L. P. (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")

<PAGE> 133
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;

(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

3
<PAGE> 134
(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.

With respect to Item 8 above, the Portfolio reserves the right to lend
securities up to 10% of its total assets. However, this limit does not apply to
repurchase agreements. Given certain market, economic, or other conditions, the
Adviser may invest up to 100% of the Portfolio in repurchase agreements.

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.

4
<PAGE> 135
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;

(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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(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;

(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;

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(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;

(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"), 100% of
the 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 and such investment is
rated in the highest rating category by a Nationally Recognized Statistical
Rating Organization. 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.

(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.

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(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

Under normal market conditions, at least 80% of the Tax-Exempt Money Market
Portfolio's total assets will be invested in securities that produce income that
is exempt from federal income tax.

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, 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.

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As a result of Rule 2a-7 promulgated under the 1940 Act (the "Rule"), 100% of
the portfolio (except with respect to U.S. Government securities) of the
Tax-Exempt Money Market Portfolio is subject to the 5% limitation contained in
investment limitation (1) above. However, in accordance with the Rule, the
Tax-Exempt 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 and
such investment is rated in the highest rating category by a Nationally
Recognized Statistical Rating Organization. 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.

With respect to Item 5 above, 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.

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.

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(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 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.

INVESTMENT POLICIES OF THE PORTFOLIOS

BANK OBLIGATIONS. Bank obligations that may be purchased include certificates of
deposit, banker's acceptances and fixed time deposits. A certificate of deposit
is a short-term negotiable certificate issued by a commercial bank against funds
deposited in the bank and is either interest-bearing or purchased on a discount
basis. A bankers' acceptance is a short-term draft drawn on a commercial bank by
a borrower, usually in connection with an international commercial transaction.
The borrower is liable for payment as is the bank, which unconditionally
guarantees to pay the draft at its face amount on the maturity date. Fixed time
deposits are obligations of branches of U.S. banks or foreign banks which are
payable at a stated maturity date and bear a fixed rate of interest. Although
fixed time deposits do not have a market, there are no contractual restrictions
on the right to transfer a beneficial interest in the deposit to a third party.

Bank obligations may be general obligations of the parent bank or may be limited
to the issuing branch by the terms of the specific obligations or by government
regulation.

COMMERCIAL PAPER. Commercial paper (including asset-backed commercial paper)
which are short-term and unsecured promissory notes issued by corporations in
order to finance their current operations. Commercial paper will be rated within
the top two rating categories by an NRSRO, or if not rated, is issued and
guaranteed as to payment of principal and interest by companies which at the
date of investment have a high quality outstanding debt issue.

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

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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. The demand
feature may be backed by a bank letter of credit or guarantee issued with
respect to such instrument.

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.

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 Lease 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.

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 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

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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 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 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 specific tax, 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.

These securities include municipal debt obligations that have been issued by
states and their political subdivisions, and duly constituted state and local
authorities and corporations as well as securities issued by certain territories
or possessions, such as Puerto Rico, the Virgin Islands, and Guam.

General obligation bonds that are secured by the issuer's pledge of its full
faith, credit, and taxing power for the payment of principal and interest;

Revenue bonds that are payable from the revenue derived from a particular
facility or class of facilities or, in some cases, from the proceeds of a
special excise tax or other specific revenue source, but not from the general
taxing power;

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.

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.

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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.

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
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.

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.

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

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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. 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 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. These transactions temporarily
transfer 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. 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 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. The Tax-Exempt Money Market Portfolio will only engage in
reverse repurchase agreements for temporary or emergency purposes and not for
leverage or investment.

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 which cannot be sold to the
public without registration under the Securities Act of 1933 (restricted
securities), 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. Unless registered for sale, these securities
can only be sold in privately negotiated transactions or pursuant to an
exemption from registration. Institutional trading in restricted securities is

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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 of seven days or less, or a dealer or institutional trading
market exists, 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.

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 two 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. Because it is rated by a Nationally Recognized
Statistical Rating Organization, the Valiant U.S. Treasury Money Market
Portfolio will attempt to maintain a dollar-weighted average maturity of 60
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.

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.

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.

15
<PAGE> 146
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 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

16
<PAGE> 147
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 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, 2000 were:

<TABLE>
<CAPTION>
Portfolio Yield
--------- -----
<S> <C>
U.S. Treasury Money Market Portfolio - Class A 6.34%
U.S. Treasury Money Market Portfolio - Class B 6.09%
U.S. Treasury Money Market Portfolio - Class D 5.84%
U.S. Treasury Money Market Portfolio - Class E 5.54%
General Money Market Portfolio - Class A 6.54%
General Money Market Portfolio - Class B 6.29%
General Money Market Portfolio - Class D 6.04%
General Money Market Portfolio - Class E 5.74%
Tax-Exempt Money Market Portfolio - Class A 4.02%
Tax-Exempt Money Market Portfolio - Class D 3.52%
</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, 2000 were:

<TABLE>
<CAPTION>
Portfolio Yield
--------- -----
<S> <C>
U.S. Treasury Money Market Portfolio - Class A 6.54%
U.S. Treasury Money Market Portfolio - Class B 6.28%
U.S. Treasury Money Market Portfolio - Class D 6.01%
</TABLE>

17
<PAGE> 148
<TABLE>
<S> <C>
U.S. Treasury Money Market Portfolio - Class E 5.69%
General Money Market Portfolio - Class A 6.75%
General Money Market Portfolio - Class B 6.49%
General Money Market Portfolio - Class D 6.22%
General Money Market Portfolio - Class E 5.91%
Tax-Exempt Money Market Portfolio - Class A 4.10%
Tax-Exempt Money Market Portfolio - Class D 3.58%
</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 yields for each Portfolio for the seven day period ended August 31,
2000 were:

Portfolio Yield
--------- -----
Tax-Exempt Money Market Portfolio - Class A 6.66%
Tax-Exempt Money Market Portfolio - Class D 5.83%

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
yields for each Portfolio for the seven day period ended August 31, 2000 were:

Portfolio Yield
--------- -----
Tax-Exempt Money Market Portfolio - Class A 6.79%
Tax-Exempt Money Market Portfolio - Class D 5.93%

Tax equivalent and tax equivalent effective yields assume
the payment of federal income taxes at a rate of 39.6% 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 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

18
<PAGE> 149
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.

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.

19
<PAGE> 150
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.
70

Rufus C. Cushman, Jr. Trustee Retired. Money Manager with Fidelity Management &
10 Corn Point Road Research Corp. from 1968 through 1994.
Marblehead, MA 01945
67

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.
53 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
75

Roger F. Dumas Trustee Private investor since 1987.
151 Tremont Street
Boston, MA 02111
65

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
59 Trust Company, Inc. from 1987 to 1992.
</TABLE>

20
<PAGE> 151
<TABLE>
<S> <C> <C>
Susan M. Schwartz Vice President, Secretary Operations Manager of Integrity Investments, Inc.
One Broadway - Ste 100 and Treasurer since 1993. Account Officer of Fidelity
Cambridge, MA 02139 Investments from 1985 to 1993.
37

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
62
</TABLE>

The Trust pays each Trustee who is not affiliated with the Manager or the
Sub-Adviser (the "Independent Trustees") an annual fee of $2,000 plus $2,000 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, 2000, 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, 2000.

<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>

As of November 30, 2000, 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.

21
<PAGE> 152
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. Reich & Tang Asset Management L.P. 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 Sub-Adviser is a Delaware limited partnership with principal
offices at 600 Fifth Avenue, New York, New York 10020. In addition to the
Trust, the Sub-Adviser acts as investment manager and administrator of other
investment companies and also advises pension trusts, profit sharing trusts and
endowments.

Reich & Tang Asset Management L.P. ("Reich & Tang") is a registered investment
adviser whose origins date back to 1970. Reich & Tang is a limited partnership
that is a wholly-owned subsidiary of Nvest Holdings, L.P. ("Nvest Holdings").
Nvest Holdings is a wholly-owned subsidiary of Nvest Companies, L.P. ("Nvest
Companies"). Nvest Companies is the limited partner and owner, through Nvest
Holdings, of a 99.5% interest in Reich & Tang. Reich & Tang Asset Management,
Inc. is the sole general partner and owner of the remaining 0.5% interest of
Reich & Tang, as well as being an indirect wholly-owned subsidiary of Nvest
Companies. Nvest Companies' general partner, CDCAM North America, LLC ("CDCAM NA
LLC"), is a wholly-owned subsidiary of CDC Asset Management North America
Corporation ("CDCAM NA"). CDCAM NA is the sole limited partner of Nvest
Companies. CDCAM NA is a wholly-owned subsidiary of CDC Asset Management S.A., a
French company ("CDCAM"). CDCAM is majority-owned by CDC Finance and indirectly
owned, through CDC Finance, Caisse Nationale des Caisses D'Epargne and CNP
Assurances, by Caisse des Depots et Consignations ("CDC"). CDC was created by
the French Government legislation and currently is supervised by the French
Parlement.

The eighteen principal subsidiary or affiliated asset management firms of Nvest
Companies, collectively, have more than $130 billion in assets under management
or administration as of September 30, 2000.

As of June 1, 2000 Reich & Tang was appointed by the Manager to act 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. D.L. Babson & Co. Inc. acted as Sub-Adviser
for the Trust prior to the appointment of Reich & Tang.

The Nvest-CDC AM transaction involved a change of ownership of Nvest Companies,
which may be deemed to have caused a "change of control" of the Sub-Adviser,
even though operations did not change as a result. As required by the 1940 Act,
the Trust's shareholders approved a new Sub-Advisory Agreement for the Trust to
assure that there was no interruption in the services that the Sub-Adviser
provides to the Trust. The new Sub-Advisory Agreement was approved by the
shareholders on September 14, 2000 and was effective as of October 30, 2000.

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, Class D
and Class E 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>
8/31/2000 $862,770 $17,142 $798,002 $403,160
------------------- -------------------------- --------------------- ---------------------- ------------------------
8/31/99 $953,866 $19,801 $651,335 $504,269
------------------- -------------------------- --------------------- ---------------------- ------------------------
8/31/98 $936,822 $36,010 $897,707 $514,182
------------------- -------------------------- --------------------- ---------------------- ------------------------
</TABLE>

FOR FISCAL YEAR LISTED, THE MANAGER 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>
8/31/2000 $296,501 $ 7,427 $276,905 $145,153
------------------- -------------------------- --------------------- ---------------------- ------------------------
8/31/99 $476,812 $10,002 $325,423 $252,013
------------------- -------------------------- --------------------- ---------------------- ------------------------
8/31/98 $332,963 $12,605 $317,968 $182,645
------------------- -------------------------- --------------------- ---------------------- ------------------------
</TABLE>

22
<PAGE> 153
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") among the Trust, BISYS and the Manager. The
Administration Agreement is renewable for successive one-year periods subject to
the termination provisions contained therein. The Agreement has been renewed for
the one-year period extending through August 31, 2001. 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

CUSTODIAN The Bank of New York, ("Custodian") 100 Church 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") among the Trust, BISYS and the Manager. The Fund
Accounting Agreement has been renewed for the one-year period extending through
August 31, 2001. 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.

23
<PAGE> 154

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.

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, a Distribution and Shareholder Servicing Plan for the Class D shares
and a Distribution and Shareholder Servicing Plan for Class E 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, 2000, the following fees
where paid by each Portfolio pursuant to their respective Plans:

Portfolio 12b-1 Fee Paid
--------- --------------
U.S. Treasury Money Market Portfolio - Class B $ 146,979
U.S. Treasury Money Market Portfolio - Class D $1,322,918
U.S. Treasury Money Market Portfolio - Class E $ 722,254
General Money Market Portfolio - Class B $ 2,163
General Money Market Portfolio - Class D $ 35,514
General Money Market Portfolio - Class E $ 514,252
Tax-Exempt Money Market Portfolio - Class D $ 63

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, Class D and
Class E 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.

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<PAGE> 155

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, Class D
and Class E 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 five 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 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.

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<PAGE> 156
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 November 30, 2000, 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.

<TABLE>
------------------------------------------------------------ ------------------ ----------------------------
<CAPTION>
SHARES PERCENT
------------------------------------------------------------ ------------------ ----------------------------
U.S. TREASURY MONEY MARKET PORTFOLIO
--------------------- -------------------------------------- ------------------ ----------------------------
<S> <C> <C> <C>
Class A Shares Reliance Trust Co. 8,210,026.71 63.70%
P.O. Box 48449
Atlanta, GA 30362
--------------------- -------------------------------------- ------------------ ----------------------------
United States Trust Company 1,685,837.64 13.08%
40 Court Street
Boston, MA 02108
--------------------- -------------------------------------- ------------------ ----------------------------
State Street Bank 1,493,588.35 11.59%
108 Myrtle Street
North Quincy, MA 02171
--------------------- -------------------------------------- ------------------ ----------------------------
Class B Shares Hare & Co. 34,094,810.30 100.00%
One Wall Street
New York, NY 10286
--------------------- -------------------------------------- ------------------ ----------------------------
Class D Shares First Union National Bank 229,894,276.95 64.33%
1525 West Wt Harris Blvd
Charlotte, NC 28288
--------------------- -------------------------------------- ------------------ ----------------------------
Hare & Co. 110,305,101.62 30.86%
One Wall Street
New York, NY 10286
--------------------- -------------------------------------- ------------------ ----------------------------
Class E Shares First Union National Bank 51,982,153.07 64.81%
1525 West Wt Harris Blvd
Charlotte, NC 28288
--------------------- -------------------------------------- ------------------ ----------------------------
Suntrust Bank 20,400,530.00 25.43%
225 E. Robinson Street
Orlando, FL 32801
--------------------- -------------------------------------- ------------------ ----------------------------
Hare & Co. 7,825,967.57 9.76%
One Wall Street
New York, NY 10286
--------------------- -------------------------------------- ------------------ ----------------------------
</TABLE>

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<PAGE> 157

<TABLE>
<CAPTION>
--------------------- -------------------------------------- ------------------ ----------------------------
GENERAL MONEY MARKET PORTFOLIO
--------------------- -------------------------------------- ------------------ ----------------------------
<S> <C> <C> <C>
Class A Shares First Union National Bank 390,886,537.78 93.54%
1525 West Wt Harris Blvd
Charlotte, NC 28288
--------------------- -------------------------------------- ------------------ ----------------------------
The Tuscarora Investment Trust 15,270,825.85 3.65%
3100 Tower Blvd, Ste 700
Durham, NC 27707
--------------------- -------------------------------------- ------------------ ----------------------------
Class B Shares Reliance Trust Company 5,051,285.30 99.20%
P.O.Box 48449
Atlanta, GA 48449
--------------------- -------------------------------------- ------------------ ----------------------------
Class D Shares Wayne's Roofing, Inc. 2,125,912,58 15.17%
13105 Houston Rd.
Sumner, WA 98390
--------------------- -------------------------------------- ------------------ ----------------------------
Mutual Bancshares Capital, Inc. 1,906,444.33 13.60%
P.O.Box 569
Everett, WA 98206
--------------------- -------------------------------------- ------------------ ----------------------------
Pyramid Construction 1,308,844.78 9.34%
4425 Valley Road
Enola, PA 17025
--------------------- -------------------------------------- ------------------ ----------------------------
Babbit Neuman Construction 932,235.44 6.65%
218 Wilkes St.
Steilacoom, WA 98388
--------------------- -------------------------------------- ------------------ ----------------------------
Paul A. Campbell 730,976.41 5.22%
37 Richard Ave.
Brewster, WA 98812
--------------------- -------------------------------------- ------------------ ----------------------------
Class E Shares Reliance Trust Company 65,102,311.13 64.28%
P.O.Box 48449
Atlanta, GA 48449
--------------------- -------------------------------------- ------------------ ----------------------------
First Union National Bank 36,175,143.09 35.72%
1525 West Wt Harris Blvd
Charlotte, NC 28288

--------------------- -------------------------------------- ------------------ ----------------------------
TAX-EXEMPT MONEY MARKET PORTFOLIO
--------------------- -------------------------------------- ------------------ ----------------------------
Class A Shares First Union National Bank 156,449,938.61 94.38%
1525 West Wt Harris Blvd
Charlotte, NC 28288
--------------------- -------------------------------------- ------------------ ----------------------------
Class D Shares Daryl D. or Judy J. Jensen 244,279.48 100.00%
2143 Oldport Dr.
Olympia, WA 98502
--------------------- -------------------------------------- ------------------ ----------------------------
</TABLE>

*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, 2000, including the notes thereto and the report of
PricewaterhouseCoopers LLP thereon are incorporated herein by reference from the
Trust's 2000 Annual Report to Shareholders. A copy of the 2000 Annual Report to
Shareholders accompanies the delivery of this SAI.

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<PAGE> 158
DRAFT 12-14-00

APPENDIX - DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit agencies. Credit
agencies evaluation only the safety of principal and interest payments, not the
market value risk of lower quality securities. Credit rating agencies may fail
to change credit ratings to reflect subsequent events on a timely basis.
Although Integrity Investments, Inc. (the "Adviser") and Reich & Tang Asset
Management L.P. (the "Sub-Adviser") consider security ratings when making
investment decisions, they also performs their own investment analysis and do
not rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless the
Adviser or Sub-Adviser determines that such securities are the equivalent of
investment grade securities. Securities that have received different ratings
from more than one agency are considered investment grade if at least one agency
has rated the security investment grade.

DESCRIPTION OF COMMERCIAL PAPER RATINGS

DUFF & PHELPS CREDIT RATING CO. ("DUFF")

D-1+ Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of
funding, is outstanding and safety is just below risk-free U.S.
Treasury obligations.

D-1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are
minor.

D-1- High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very
small.

D-2 Good Certainty of timely payment. Liquidity facts and company
fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good. Risk
factors are small.

D-3 Satisfactory liquidity and other protection factors qualify issues as
to investment grade. Risk factors are larger and subject to more
variation. Nevertheless, timely payment is expected.

D-4 Speculative investment characteristics. Liquidity is not sufficient to
insure against disruption in debt service. Operating factors and market
access may be subject to a high degree of variation.

D-5 Issuer failed to meet scheduled principal and/or interest payments.

STANDARD & POOR'S CORPORATION ("S&P")

A-1 Highest category of commercial paper. Capacity to meet financial
commitment is strong. Obligations designated with a plus sign (+)
indicate that capacity to meet financial commitment is extremely
strong.

A-2 Issues somewhat more susceptible to adverse effects of changes in
circumstances and economic conditions than obligations in higher rating
categories. However, the capacity to meet financial commitments is
satisfactory.

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

B Regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the
obligations; however, it faces major ongoing uncertainties which could
lead to the obligor's inadequate capacity to meet its financial
commitment on the obligation.

C Currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet
its financial commitment on the obligation.

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<PAGE> 159
D In payment default. The D rating category is used when payments on an
obligation are not made on the date due even if the applicable grace
period has not expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The D rating also will
be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

FITCH'S IBCA ("FITCH")

F1 Highest capacity for timely repayment. Those issues rated F1+ possess a
particularly strong credit feature.

F2 Satisfactory capacity for timely repayment although such capacity may
be susceptible to adverse changes in business, economic or financial
conditions.

F3 Adequate capacity for timely repayment, but more susceptible to adverse
changes in business, economic or financial conditions than for
obligations in higher categories.

B Capacity for timely repayment is susceptible to adverse changes in
business, economic or financial conditions.

C High risk of default or which are currently in default.

MOODY'S INVESTORS SERVICE ("MOODY'S")

Prime - 1 Superior ability for repayment.

Prime - 2 Strong ability for repayment.

Prime - 3 Acceptable ability for repayment. The effect of industry
characteristics and market compositions may be more pronounced.
Variability in earnings and profitability may result in changes in
the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity
is maintained.

Not Prime Does not fall within any of the Prime rating categories.

DESCRIPTION OF BANK RATINGS

MOODY'S

These ratings represent Moody's opinion of a banks intrinsic safety and
soundness.

A These banks possess exceptional intrinsic financial strength. Typically
they will be major financial institutions with highly valuable and
defensible business franchises, strong financial fundamentals, and a
very attractive and stable operating environment.

B These banks possess strong intrinsic financial strength. Typically,
they will be important institutions with valuable and defensible
business franchises, good financial fundamentals, and an attractive and
stable operating environment.

C These banks possess good intrinsic financial strength. Typically, they
will be institutions with valuable and defensible business franchises.
These banks will demonstrate either acceptable financial fundamentals
within a stable operating environment, or better than average financial
fundamentals within an unstable operating environment.

D These banks possess adequate financial strength, but may be limited by
one or more of the following factors: a vulnerable or developing
business franchise; weak financial fundamentals; or an unstable
operating environment.

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<PAGE> 160
E These banks possess very weak intrinsic financial strength, require
periodic outside support or suggest an eventual need for outside
assistance. Such institutions may be limited by one or more of the
following factors: a business franchise of questionable value;
financial fundamentals that are seriously deficient in one or more
respects; or a highly unstable operating environment.

DESCRIPTION OF TAXABLE BOND RATINGS

S&P

S&P's credit rating is a current opinion of an obligor's overall financial
capacity (its creditworthiness) to pay its financial obligation.

AAA The highest rating assigned by S&P. The obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

AA The obligor's capacity to meet its financial commitments on the
obligation is very strong.

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

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

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

BB Less vulnerable to nonpayment than other speculative issues. However,
such issues face major ongoing uncertainties or exposure to adverse
business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

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

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

CC Currently highly vulnerable to nonpayment.

C Used to cover a situation where a bankruptcy petition has been filed or
similar action has been taken, but payments on this obligation are
being continued.

D In payment defoult. Used when payments on the obligation are not made
on the date due even if the applicable grace period has not expired,
unless Standard & Poor's believes that such payments will be made
during such grace period. Also, used upon the filing of a bankruptcy
petition or the taking of a similar action if payments on an obligation
are jeopardized.

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<PAGE> 161
MOODY'S
INVESTMENT GRADE

Aaa Best quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected
by a large, or an exceptionally stable margin and principal is secure.

Aa High quality by all standards. Margins of protection may not be as
large as in Aaa securities, fluctuation of protective elements may be
greater, or there may be other elements present that make the long-term
risks appear somewhat larger than in Aaa securities.

A These bonds possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the
future.

Baa These bonds are considered medium-grade obligations (i.e., they are
neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics
as well.

NON-INVESTMENT GRADE

Ba These bonds have speculative elements; their future cannot be
considered as well assured. The protection of interest and principal
payments may be very moderate and thereby not well safeguarded during
good and bad times over the future.

B These bonds lack the characteristics of a desirable investment (i.e.,
potentially low assurance of timely interest and principal payments or
maintenance of other contract terms over any long period of time may be
small).

Caa Bonds in this category have poor standing and may be in default. These
bonds carry an element of danger with respect to principal and interest
payments.

Ca Speculative to a high degree and could be in default or have other
marked shortcomings. C is the lowest rating.

C The lowest rated class of bonds, and issues so rated can be regarded as
having extremely poor prospects of ever attaining any real investment
standing.

FITCH
INVESTMENT GRADE

AAA Highest rating category. The obligor's capacity for timely repayment of
principal and interest is extremely strong.

AA The obligor's capacity for timely repayment is very strong.

A Bonds and preferred stock considered to be investment grade and of high
credit quality. The obligor's ability for timely repayment is strong.
However, adverse changes in business, economic, or financial conditions
are more likely to affect the capacity for timely repayment than
obligations in higher rated categories.

BBB The obligor's capacity for timely repayment of principal and interest
is adequate. However, adverse changes in business, economic or
financial conditions and circumstances are more likely to affect the
capacity for timely repayment than for obligations in higher rated
categories.

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<PAGE> 162
NON-INVESTMENT GRADE

BB Obligations for which capacity for timely repayment of principal and
interest is uncertain. These obligations are speculative to some degree
and capacity for repayment remains susceptible over time to adverse
changes in business, financial or economic conditions.

B The obligor's capacity for timely repayment of principal and interest
is uncertain. Timely repayment of principal and interest is not
sufficiently protected against adverse changes in business, economic or
financial conditions and these obligations are far more speculative
than those in higher rated categories.

CCC Obligations for which there is a current perceived possibility of
default. Timely repayment of principal and interest is dependent on
favorable business, economic, or financial conditions and these
obligations are far more speculative than those in higher rated
categories.

CC Obligations which are highly speculative or which have a high risk of
default.

C Obligations which are currently in default.

DESPCRIPTION OF INSURANCE RATINGS

MOODY'S

These ratings represent Moody's opinions of the ability of insurance companies
to pay punctually senior policyholder claims and obligations.

Aaa Insurance companies rated in this category offer exceptional financial
security. While the financial strength of these companies is likely to
change, such changes as can be visualized are most unlikely to impair
their fundamentally strong position.

Aa These insurance companies offer excellent financial security. Together
with the Aaa group, they constitute what are generally known as high
grade companies. They are rated lower than Aaa companies because
long-term risks appear somewhat larger.

A Insurance companies rated in this category offer good financial
security. However, elements may be present which suggest a
susceptibility to impairment sometime in the future.

Baa Insurance companies rated in this category offer adequate financial
security. However, certain protective elements may be lacking or may be
characteristically unreliable over any great length of time.

Ba Insurance companies rated in this category offer questionable financial
security. Often the ability of these companies to meet policyholder
obligations may be very moderate and thereby not well safeguarded in
the future.

B Insurance companies rated in this category offer poor financial
security. Assurance of punctual payment of policyholder obligations
over any long period of time is small.

Caa Insurance companies rated in this category offer very poor financial
security. They may be in default on their policyholder obligations or
there may be present elements of danger with respect to punctual
payment of policyholder obligations and claims.

Ca Insurance companies rated in this category offer extremely poor
financial security. Such companies are often in default on their
policyholder obligations or have other marked shortcomings.

C Insurance companies rated in this category are the lowest rated class
of insurance company and can be regarded as having extremely poor
prospects of ever offering financial security.

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<PAGE> 163
S&P

An insurer rated "BBB" or higher is regarded as having financial security
characteristics that outweigh any vulnerabilities, and is highly likely to have
the ability to meet financial commitments.

AAA Extremely Strong financial security characteristics. "AAA" is the
highest Insurer Financial Strength Rating assigned by Standard &
Poor's.

AA Very Strong financial security characteristics, differing only slightly
from those rated higher.

A Strong financial security characteristics, but is somewhat more likely
to be affected by adverse business conditions than are insurers with
higher ratings.

BBB Good financial security characteristics, but is more likely to be
affected by adverse business conditions than are higher rated insurers.

An insurer rated "BB" or lower is regarded as having vulnerable characteristics
that may outweigh its strength. "BB" indicated the least degree of vulnerability
within the range; "CC" the highest.

BB Marginal financial security characteristics. Positive attributes exist,
but adverse business conditions could lead to insufficient ability to
meet financial commitments.

B Weak financial security characteristics. Adverse business conditions
will likely impair its ability to meet financial commitments.

CCC Very weak financial security characteristics, and is dependent on
favorable business conditions to meet financial commitments.

CC Extremely weak financial security characteristics and is likely not to
meet financial commitments.

R An insurer rated "R" has experienced a REGULATORY ACTION regarding
solvency. The rating does not apply to insurers subject only to
nonfinancial actions such as market conduct violations.

NR Not Rated, which implies no opinion about the insurer's financial
security.

Plus (+) or
Minus (-) Following ratings from "AA" to "CCC" show relative standing
within the major rating categories.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

MOODY'S

MIG1 & VMIG1 Short-term municipal securities rated MIG1 or VMIG1 are of the
best quality. They have strong protection from established
cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

MIG2 & VMIG2 These short-term municipal securities rated are of high
quality. Margins of protection are ample although not so large
as in the preceding group.

MIG3 & VMIG3 Favorable quality. All security elements are accounted for,
but the undeniable strength of the preceding grades is
lacking. Liquidity and cash flow protection may be narrow and
marketing access for refinancing is likely to be less well
established.

MIG4 & VMIG4 This denotes adequate quality protection commonly regarded as
required of an investment security is present and although not
distinctly or predominantly speculative, there is a specific
risk.

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<PAGE> 164
SG This denotes speculative quality.

S&P

An S&P note rating reflects the liquidity concerns and market access risks
unique to notes. Notes due in three years or less will likely receive a note
rating. Notes maturing, beyond three years will most likely receive a long-term
debt rating.

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

SP-2 Satisfactory capacity to pay principal and interest.

SP-3 Speculative capacity to pay principal and interest.

DESCRIPTION OF PREFERRED STOCK RATINGS

MOODY'S

aaa Top-quality preferred stock. This rating indicated good asset
protection and the least risk of dividend impairment within the
universe of preferred stocks.

aa High-grade preferred stock. This rating indicated that there is a
reasonable assurance the earnings and asset protection will remain
relatively well maintained in the foreseeable future.

a Upper-medium grade preferred stock. While risks are judged to be
somewhat greater than in the "aaa" and "aa" classifications, earnings
and asset protection are, nevertheless, expected to be maintained at
adequate levels.

baa Medium-grade preferred stock, neither highly protected not poorly
secured. Earnings and asset protection appear adequate at present but
may be questionable over any great length of time.

ba Considered to have speculative elements and its future cannot be
considered well assured. Earnings and asset protection may be very
moderate and not well safeguarded during adverse periods. Uncertainty
of position characterizes preferred stocks in this class.

b Lacks the characteristics of a desirable investment. Assurance of
dividend payments and maintenance of other terms of the issue over any
long period of time may be small.

caa Likely to be in arrears on dividend payments. This rating designation
does not purport to indicate the future status of payments.

ca Speculative in a high degree and is likely to be in arrears on
dividends with little likelihood of eventual payments.

c Lowest rated class of preferred or preference stock. Issues so rated
con thus be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Note: Moody's applies numerical modifiers 1,2, and 3 in each rating
classification; the modifier 1 indicates that the security ranks in the higher
end of its generic rating category; the modifier 2 indicates a mid-range ranking
and the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.

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<PAGE> 165
S&P

S&P's preferred stock rating is an assessment of the capacity and willingness of
an issuer to pay preferred stock dividends and any applicable sinking fund
obligations.

AAA Highest rating. This rating indicated an extremely strong capacity to
pay the preferred stock obligations.

AA High-quality, fixed-income security. The capacity to pay preferred
stock obligations is very strong, although not as overwhelming as for
issues rated "AAA".

A Backed by a sound capacity to pay the preferred stock obligations,
although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions.

BBB Backed by an adequate capacity to pay the preferred stock obligations.
Whereas the issuer normally exhibits adequate protection parameters,
adverse economic conditions or changing circumstances are more likely
to lead to a weakened capacity to make payments for a preferred stock
in this category than for issues in the "A" category.

BB B, CCC regarded, on balance, as predominantly speculative with respect
to the issuer's capacity to pay preferred stock obligations. BB
indicates the lowest degree of speculation and CCC the highest. While
such issues will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

CC In arrears on dividends or sinking fund payments, but is currently
paying.

C Nonpaying issue.

D Nonpaying issue with the issuer in default on debt instruments.

N.R. No rating has been requested, insufficient information on which to base
a rating, or Standard & Poor's does not rate a particular type of
obligation as a matter of policy.

Plus (+) or
Minus (-) To provide more detailed indications of preferred stock quality,
ratings from AA to CCC may be modified by the addition of a plus
or minus sign to show relative standing within the major rating
categories.

DESCRIPTION OF MUNICIPAL BOND RATINGS
(INCLUDING FOREIGN, MORTGAGE AND ASSET-BACKED SECURITIES)

S&P
INVESTMENT GRADE

AAA The highest rating. The rating indicates an extremely strong capacity
to meet its financial commitment.

AA Differs from AAA issues only in a small degree. The obligor's capacity
to meet its financial commitment is very strong.

A These bonds are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher
rated categories. However, capacity to meet its financial commitment on
the obligation is still strong.

BBB Exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to meet its financial commitment on the obligations.

35
<PAGE> 166
SPECULATIVE GRADE

BB Less vulnerable to non-payment than other speculative issues. However,
these bonds face major ongoing uncertainties or exposure to adverse
business, financial or economic conditions which could lead to
inadequate capacity to meet financial commitment on the obligations.

B More vulnerable to non-payment than obligations rated BB, but currently
has the capacity to meet its financial commitments on the obligation.
Adverse business, financial or economic conditions will likely impair
capacity or willingness to meet its financial commitment on the
obligation.

CCC Currently vulnerable to non-payment, and is dependent upon favorable
business, financial, and economic conditions to meet its financial
commitment on the obligation. In the event of adverse business,
financial, or economic conditions, not likely to have the capacity to
meet its financial commitment on the obligation.

CC Currently highly vulnerable to non-payment.

C This rating may be used to cover a situation where a bankruptcy
petition has been filed, or similar action has been taken, but payments
on this obligation are being continued.

D Bonds in payment default.

Ratings from AA to CCC may be modified by a plus (+) or minus (-) to show
relative standing within the major rating categories.

MOODY'S
INVESTMENT GRADE

Aaa Best quality. They carry the smallest degree on investment risk and are
generally referred to as "gilt edged." Interest payments are protected
by a large, or an exceptionally stable margin and principal is secure.

NON-INVESTMENT GRADE

Ba These bonds have speculative elements, their future cannot be
considered as well assured. The protection of interest and principal
payments may be very moderate and thereby not well safeguarded during
good and bad times over the future.

Caa Bonds in this category have poor standing and may be in default. These
bonds carry an element of danger with respect to principal and interest
payments.

Ca Speculative to a high degree and could be in default or have other
marked shortcomings. Ca is the lowest rating.

36
<PAGE> 167
DESCRIPTION OF SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") assigns ratings to specific instruments with
original maturities of one year or less. The TBW Short-Term ratings specifically
assess the likelihood of an untimely payment of principal and interest.

TBW-1 Very high degree of likelihood that principal and interest will be paid
on a timely basis.

TBW-2 While degree of safety regarding timely repayment of principal and
interest is strong, the relative degree is not as high as for issues
rated TBW-1.

TBW-3 Lowest investment grade category. While more susceptible to adverse
developments than obligations with higher ratings, capacity to service
principal and interest in a timely fashion is considered adequate.

TBW-4 Non-investment grade and, therefore, speculative.

37
<PAGE> 168
PART C

OTHER INFORMATION

<TABLE>
ITEM 23. EXHIBITS
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
(a) Agreement and Declaration of Trust dated January 29, 1993 *
(b) By-laws dated January 29, 1993 *
(c) Not Applicable
(d)(1) Management Agreement with Integrity Management & Research, Inc. dated July 29, 1993 *
(d)(2) Sub-Adviser Agreement between Adviser and Reich & Tang Asset Management, L.P.
dated October 30, 2000 #
(e) Distribution Agreement dated July 29, 1993 *
(f) Not Applicable
(g)(1) Custody Agreement dated September 1, 1998 **
(h)(1) Transfer Agency Agreement dated September 1, 1998 **
(h)(2) Administration Agreement dated September 1, 1998 **
(h)(3) Fund Accounting Agreement dated September 1, 1998 **
(i) Opinion and Consent of Counsel to the Registrant ***
(j) Consent of PricewaterhouseCoopers LLP (Independent Auditors) #
(k) None
(l) Subscription Agreement *
(m)(1) Distribution and Shareholder Servicing Plan for dated July 29, 1993 *
(m)(1)(a) Amendment No. 1 to the Distribution and Shareholder Servicing Plan dated December 30, 1993 *
(m)(1)(b) Amendment No. 2 to the Distribution and Shareholder Servicing Plan dated December 19, 1995 ***
(m)(2) Distribution and Shareholder Servicing Plan for Class C Shares dated December 1, 1995 ***
(m)(3) Distribution and Shareholder Servicing Plan for Class D Shares dated December 19, 1995 ***
(m)(4) Distribution and Shareholder Servicing Plan for Class E Shares dated March 16, 1999 ***
(n) Amended and Restated Plan Pursuant for Multiple Class Shares dated March 16, 1999 ***
(o) Powers of Attorney
(p) Codes of Ethics - the Portfolios are money market portfolios.

* Incorporated herein by reference to Post Effective Amendment No. 6 to the Registration Statement,
filed December 19, 1997.
** Incorporated herein by reference to Post Effective Amendment No. 7 to the Registration Statement,
filed November 24, 1998.
*** Incorporated herein by reference to Post Effective Amendment No. 10 to the Registration Statement,
filed December 28, 1999.
# Filed herewith.
</TABLE>

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

None.

ITEM 25. 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

Page C-1

<PAGE> 169
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.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a) The description of Integrity Management & Research, Inc. (the
"Manager") under the caption "Fund Management" 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) The description of Reich & Tang Asset Management L.P.
("RTAMLP") under the caption "Fund Management" in the
Prospectus and "Investment Advisory Agreements" in the
Statement of Additional Information constituting parts A and
B, respectively, of this Post-Effective Amendment to the
Registration Statement are incorporated herein by reference.

Registrant's sub-adviser, RTAMLP, is a registered investment
advisor. Nvest Companies, L.P. (Nvest) is the limited partner
and owner through its wholly-owned subsidiary, Nvest Holdings,
L.P., of a 99.5% interest in RTAMLP. Reich & Tang Asset
Management, Inc. ("RTAM")(an indirect wholly-owned subsidiary
of Nvest) is the sole general partner and owner of the
remaining .05% interest in RTAMLP. RTAMLP's investment
advisory clients include more than nineteen registered
investment companies which invest in money market instruments,
equity securities and debt securities. In addition, RTAMLP is
the sole general partner of eight investment partnerships
organized as limited partnerships.

(c) To the knowledge of Registrant, none of the directors or
officers of Integrity Investments or RTAMLP 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 RTAMLP
may also hold positions with, Reich & Tang Asset Management
Inc. or Nvest.

Set forth below are the names and principal businesses of the directors and
certain of the senior executive officers of Reich & Tang Asset Management, Inc.
who are engaged in any other business, profession, vocation or employment of a
substantial nature.

1 - Peter S. Voss, President of RTAM since July 1994 and a
Director of RTAM since August 1994, has been Chief Executive
Officer and a Director of Nvest Corporation (formerly New
England Investment Companies, Inc.) since October 1992,
Chairman of the Board of Nvest Corporation since December
1992, Director of The New England since March 1993, Chairman
of the Board of Directors of Nvest's subsidiaries other than
Loomis, Sayles & Company, L.P. ("Loomis") and Back Bay
Advisors, L.P. ("Back Bay"), where he serves as a Director,
and Chairman of the Board of Trustees of all of the mutual
funds in the TNE Fund Group and the Zenith Funds.

2 - G. Neal Ryland, Director of RTAM since July 1994, has been
Executive Vice President, Treasurer and Chief Financial
Officer Nvest Corporation since July 1993.

3 - Lorraine C. Hysler has been Clerk of RTAM since March 2000
and Secretary since July 1994. Ms. Hysler has been Executive
Vice President of RTAMLP since December 1999, prior to which
she was has been a Vice President since July 1994.

4 - Richard E. Smith, III has been Director of RTAM since July
1994 and President and Chief Operating Officer of RTAMLP's
Capital Management Group since July 1994.

5 - Steven W. Duff has been a Director of RTAM since October
1994, and President and Chief Executive Officer of RTAMLP's
Mutual Funds division since August 1994. Mr. Duff is President
and a Director/Trustee of 12 funds in the Reich & Tang Fund
Complex, President of Back Bay Funds, Inc., Director of Pax
World Money Market Fund, Inc., Executive Vice President of
Delafield Fund, Inc. and President and Chief Executive Officer
of Tax Exempt Proceeds Fund, Inc.

6 - Bernadette N. Finn has been Vice President/Compliance of
RTAM since July 1994, and Vice President of RTAMLP's Mutual
Funds division since July 1994. Ms. Finn is also Secretary of
12 funds in the Reich & Tang Complex and a Vice President and
Secretary of 4 funds in the Reich & Tang Fund Complex.

7 - Richard DeSanctis has been Treasurer of RTAM since July
1994. Mr. De Sanctis has been Executive Vice President of
RTAMLP since December 1999, Treasurer of RTAMLP since 1994 and
is also Treasurer of 15 funds in the Reich & Tang Fund Complex
and Vice President and Treasurer of Cortland Trust, Inc.

Page C-2
<PAGE> 170

8 - Richard I. Weiner has been Vice President of RTAM since
July 1994, and Vice President of RTAMLP's Capital Management
Group since July 1994.

ITEM 27. PRINCIPAL UNDERWRITER

(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 28. 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) Reich & Tang Asset Management L.P., 600 Fifth Ave., New York,
NY 10020 (records relating to its functions as sub-investment
adviser).

(b) Integrity Investments, Inc. 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).

(d) The Bank of New York, 100 Church Street-10th Floor, New York,
New York 10286 (records relating to services as Custodian).

ITEM 29. MANAGEMENT SERVICES

None.

ITEM 30. UNDERTAKINGS

None.
NOTICE

A copy of the Agreement and Declaration of Trust of The Valiant 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 Registrant by an
officer of the Registrant as an officer and not individually and that the
obligations of or arising out of this instrument are not binding upon any of the
Trustees or shareholders individually but are binding only upon the assets and
property of the Registrant.

Page C-3

<PAGE> 171
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, as amended, 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 Post-Effective Amendment No. 12 to its 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 22 day of December, 2000.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 12 to the Registration Statement of The Valiant
Fund has been signed below by the following persons in the capacities indicated
on the 22 day of December, 2000.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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: /s/ Susan M. Schwartz
---------------------
Susan M. Schwartz
Attorney-in-Fact
</TABLE>
<PAGE> 172

<TABLE>
THE VALIANT FUND

INDEX OF EXHIBITS

<CAPTION>
DESCRIPTION OF EXHIBIT EXHIBIT REFERENCE
---------------------- -----------------
<S> <C>
Sub-Adviser Agreement between Adviser and Reich & Tang
Asset Management L.P. dated October 30, 2000........................................................(d)(2)
Consent of PricewaterhouseCoopers LLP (Independent Auditors).............................................(j)
</TABLE>