FINANCIAL INVESTORS TRUST, 485APOS, 1997-12-09

FINANCIAL INVESTORS TRUST
485APOS, 1997-12-09

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As Filed with the Securities and Exchange Commission on December 9, 1997
Registration Nos. 33-72424
811-8194

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 8 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940 / /
AMENDMENT NO. 10
(Check appropriate box or boxes) /X/
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Financial Investors Trust
(Exact Name of Registrant as Specified in Charter)
370 Seventeenth Street, Suite 2700
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (303) 623-2577

W. Robert Alexander
370 Seventeenth Street, Suite 2700
Denver, Colorado 80202
(Name and Address of Agent for Service)

Copy to:
Steven R. Howard, Esq.
Baker & McKenzie
805 Third Avenue
New York, New York 10022

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

__ immediately upon filing pursuant to paragraph (b)
__ on (date) pursuant to paragraph (b)
__ 60 days after filing pursuant to paragraph (a)
_x_ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a) of Rule 485

Registrant has elected.to register an indefinite number of shares of
beneficial interest pursuant to Rule 24f-2 under the Investment Company Act
of 1940 and filed the Notice required by Rule 24f-2 for the fiscal year ended
April 30, 1997 on June 25, 1997.
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Total Pages:

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FINANCIAL INVESTORS TRUST

Registration Statement on Form N-1A

CROSS REFERENCE SHEET
Pursuant to Rule 495(a)
under the Securities Act of 1933

ARISTATA COLORADO QUALITY TAX EXEMPT FUND

Part A Prospectus Caption
- ------ ------------------

Item 1. Cover Page. . . . . . . . . . . . . Cover Page

Item 2. Synopsis. . . . . . . . . . . . . . Highlights

Item 3. Condensed Financial Information . . Fund Expenses

Item 4. General Description of
Registrant. . . . . . . . . . . . The Fund; The Investment
Policies and Practices of the
Fund; Investment Restrictions;
Portfolio Transactions; Risks
of Investing in the Fund;
Appendix

Item 5. Management of the Fund. . . . . . . Management of the Fund

Item 6. Capital Stock and Other
Securities. . . . . . . . . . . . Dividend and Tax Information;
Other Information

Item 7. Purchase of Securities
Being Offered . . . . . . . . . . Fund Share Valuation; Minimum
Purchase Requirements;
Purchase of Fund Shares;
Exchange of Fund Shares

Item 8. Redemption or Repurchase. . . . . . Redemption of Fund Shares;
Exchange of Fund Shares

Item 9. Pending Legal Proceedings . . . . . Not Applicable

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ARISTATA QUALITY BOND FUND

Part A Prospectus Caption
- ------ ------------------

Item 1. Cover Page. . . . . . . . . . . . . Cover Page

Item 2. Synopsis. . . . . . . . . . . . . . Highlights

Item 3. Condensed Financial Information . . Fund Expenses

Item 5. Management of the Fund. . . . . . . Management of the Fund

Item 6. Capital Stock and Other
Securities. . . . . . . . . . . . Dividend and Tax Information;
Other Information

Item 7. Purchase of Securities
Being Offered . . . . . . . . . . Fund Share Valuation; Minimum
Purchase Requirements;
Purchase of Fund Shares;
Exchange of Fund Shares

Item 8. Redemption or Repurchase. . . . . . Redemption of Fund Shares;
Exchange of Fund Shares

Item 9. Pending Legal Proceedings . . . . . Not Applicable

ARISTATA EQUITY FUND

Part A Prospectus Caption
- ------ ------------------

Item 1. Cover Page. . . . . . . . . . . . . Cover Page

Item 2. Synopsis. . . . . . . . . . . . . . Highlights

Item 3. Condensed Financial Information . . Fund Expenses

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Item 5. Management of the Fund. . . . . . . Management of the Fund

Item 6. Capital Stock and Other
Securities. . . . . . . . . . . . Dividend and Tax Information;
Other Information

Item 7. Purchase of Securities
Being Offered . . . . . . . . . . Fund Share Valuation; Minimum
Purchase Requirements;
Purchase of Fund Shares;
Exchange of Fund Shares

Item 8. Redemption or Repurchase. . . . . . Redemption of Fund Shares;
Exchange of Fund Shares

Item 9. Pending Legal Proceedings . . . . . Not Applicable

<PAGE>

ARISTATA EQUITY FUND
ARISTATA QUALITY BOND FUND
ARISTATA COLORADO QUALITY TAX EXEMPT FUND

Part B Statement of Additional
- ------ ----------------------------------------- Information Caption
-------------------

Item 10. Cover Page. . . . . . . . . . . . . Cover Page

Item 11. Table of Contents . . . . . . . . . Table of Contents

Item 12. General Information and
History . . . . . . . . . . . . . Not Applicable

Item 13. Investment Objective and
Policies. . . . . . . . . . . . . Investment Policies;
Investment Restrictions

Item 14. Management of the
Registrant. . . . . . . . . . . . Management

Item 15. Control Persons and Principal
Holders of Securities . . . . . . Management; Other Information
- Capitalization

Item 16. Investment Advisory and
Other Services. . . . . . . . . . Management; Other Information

Item 17. Brokerage Allocation
and Other Practices. . . . . . . . Portfolio Transactions

Item 18. Capital Stock and Other
Securities. . . . . . . . . . . . Other Information -
Capitalization

Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered . . . . . . . . . . Determination of Net Asset
Value; Additional Purchase and
Redemption Information

Item 20. Tax Status. . . . . . . . . . . . . Taxation

Item 21. Underwriters. . . . . . . . . . . . Management - Distribution of
Fund Shares
Item 22. Calculation of Performance

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Data. . . . . . . . . . . . . . . Other Information - Yield and
Performance Information,
Tax-Equivalent Yield
Calculations

Item 23. Financial Statements. . . . . . . . Financial Statements

<PAGE>

EXPLANATORY NOTE

This amendment to the Registration Statement of Financial Investors Trust
contains the following:

1. One Prospectus for the new Aristata Colorado Quality Tax Exempt Fund

2. One Prospectus for the new Aristata Quality Bond Fund

3. One Prospectus for the new Aristata Equity Fund

3. One Statement of Additional Information for the Aristata Colorado
Quality Tax Exempt Fund, Aristata Quality Bond Fund and Aristata
Equity Fund

4. One Part C of the Registration Statement

This amendment does not amend the following portions of the Registration
Statement:

1. Prospectuses for the U.S. Government Money market Fund and the U.S.
Treasury Money Market Fund ("Money Market Portfolios");

2. Statement of Additional Information for the Money Market Portfolios.

[cad 179]
<PAGE>

********************************************************************************
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
********************************************************************************

ARISTATA COLORADO QUALITY TAX EXEMPT FUND
370 17th Street
Suite 3100
Denver, CO 80202
General & Account Information: (800) ___-____

TEMPEST, ISENHART, CHAFEE, LANSDOWNE & ASSOC., INC.
Investment Adviser ("Tempest, Isenhart" or the "Adviser")
ALPS MUTUAL FUND SERVICES, INC.
Administrator, Distributor and Sponsor ("ALPS" or the "Distributor")

This prospectus describes the Aristata Colorado Quality Tax Exempt Fund (the
"Fund"), managed by Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc., a
Colorado corporation. The Fund is a separate investment fund of Financial
Investors Trust (the "Trust"), a Delaware business trust and registered
management investment company. The Fund's investment objective is to seek to
provide as high a level of current income exempt from Colorado and Federal
income taxes as is consistent with the preservation of capital by investing in
municipal obligations which pay interest exempt from Colorado State and Federal
income taxes. Shares of the Fund are sold to the public by the Distributor as
an investment vehicle for individuals, institutions, corporations and
fiduciaries. Investments in shares of the Fund involve risk, including possible
loss of principal. The net asset value of the Fund will fluctuate as market
conditions change.

This Prospectus sets forth concisely the information a prospective investor
should know before investing in the Fund and should be read and retained for
information about the Fund.

A Statement of Additional Information (the "SAI"), dated February __, 1998,
containing additional and more detailed information about the Fund, has been
filed with the Securities and Exchange Commission (the "SEC") and is hereby
incorporated by reference into this Prospectus. It is available without charge
and can be obtained by writing or calling the Fund at the address and
information number printed above.

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

February __, 1998

<PAGE>

TABLE OF CONTENTS

Page

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

FUND EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE INVESTMENT POLICIES AND PRACTICES OF THE FUND. . . . . . . . . . . . . . 8

INVESTMENT RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

FUND SHARE VALUATION . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

MINIMUM PURCHASE REQUIREMENTS. . . . . . . . . . . . . . . . . . . . . . . .10

PURCHASE OF FUND SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .11

REDEMPTION OF FUND SHARES. . . . . . . . . . . . . . . . . . . . . . . . . .13

EXCHANGE OF FUND SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . .14

DIVIDEND AND TAX INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .15

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES . . . . . . . . . . . . .21

RISKS OF INVESTING IN THE FUND . . . . . . . . . . . . . . . . . . . . . . .23

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

<PAGE>

HIGHLIGHTS

INVESTMENT OBJECTIVE AND POLICIES OF THE FUND

The investment objective of the Aristata Colorado Quality Tax Exempt Fund is to
seek to provide investors with as high a level of current income exempt from
Colorado and Federal income taxes as is consistent with the preservation of
capital by investing in municipal obligations which pay interest exempt from
Colorado State and Federal income taxes. There is a risk in any investment
program, including the risk of changing economic and market conditions, and
there is no assurance the Fund will achieve its investment objective.

The Fund seeks to achieve its investment objective by investing primarily in
Colorado Obligations ("Colorado Obligations"). The Fund will invest in
Colorado obligations which are rated at least Baa by Moody's Investors
Service ("Moody's") or BBB by Standard & Poor's Corporation ("S&P") or which
are comparably rated by another rating agency or, if unrated, are determined
to be of comparable quality by the Adviser (see the Appendix to this
Prospectus). The Fund may invest up to 15% of its total assets in such
unrated securities. If the rating on a security in the Fund's portfolio
changes, the Fund will consider this change in its evaluation of the
security's overall investment merits. A change in a security's rating,
however, does not automatically require the Fund to sell the security. For a
description of the various rating categories, please see "Appendix -
Description of Ratings" in this prospectus and the SAI.

As used in the Prospectus and the Statement of Additional Information, the term
"Colorado Obligations" means obligations, including those of certain
non-Colorado issuers, of any maturity which pay interest that, in the opinion of
bond counsel or other appropriate counsel, is exempt from regular Federal income
taxes and not subject to Colorado income taxes. Although exempt from regular
Federal income tax, interest paid on certain types of Colorado Obligations, and
dividends which the Fund might pay from this interest, are preference items as
to the Federal alternative minimum tax; for further information, see "Dividend
and Tax Information." As a fundamental policy, at least 80% of the Fund's net
assets will be invested in Colorado Obligations the income paid upon which will
not be subject to the alternative minimum tax; accordingly, the Fund can invest
up to 20% of its net assets in obligations which are subject to the Federal
alternative minimum tax. The Fund may refrain entirely from purchasing these
types of Colorado Obligations. (See "Dividend and Tax Information.")

The non-Colorado bonds or other Obligations the interest on which is exempt
under present law from regular Federal and Colorado income taxes are those
issued by or under the authority of Guam, the Northern Mariana Islands,
Puerto Rico and the Virgin Islands. As a Colorado-oriented fund, at least
65% of the Fund's net assets will be invested in Colorado Obligations of
Colorado issuers. It is possible, although not currently anticipated, that up
to 35% of the Fund's total assets could be in municipal obligations of a
state, territory or local government other than Colorado.

Colorado Obligations are a type of municipal obligation. Municipal obligations
are issued by or on behalf of states, territories and possessions of the United
States and their political subdivisions, agencies and instrumentalities to
obtain funds for various public purposes. The two principal classifications of
municipal obligations are "notes" and "bonds." Municipal notes

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are generally used to provide for short-term capital needs and generally have
maturities of one year or less while municipal bonds have extended maturities.
Municipal notes include: project notes, which sometimes carry a U.S. Government
guarantee; tax anticipation notes; revenue anticipation notes; bond anticipation
notes; construction loan notes and floating and variable rate demand notes.
Municipal obligations include municipal lease/purchase agreements that are
similar to installment purchase contracts for property or equipment. The
purposes for which municipal obligations such as bonds are issued include the
construction of a wide range of public facilities such as airports, highways,
bridges, schools, hospitals, housing, mass transportation, streets and water
sewer works. Other public purposes for which municipal obligations may be
issued include the refunding of outstanding obligations, the obtaining of funds
for general operating expenses and the obtaining of funds to lend to other
public institutions and facilities.

The Fund will invest substantially all of its assets in investment grade
securities. Investment grade municipal obligations are securities rated in one
of the four highest rating categories of a nationally recognized rating service,
such as Moody's S&P or Fitch Investors Services, L.P. ("Fitch"), and also
include unrated securities that the Adviser considers comparable in quality to
securities that have been rated investment grade. The four highest rating
categories are Aaa, Aa, A and Baa for Moody's and AAA, AA, A and BBB for both
S&P and Fitch. Although securities rated in the fourth highest rating category
are considered investment grade, they are generally more vulnerable to adverse
economic conditions than securities rated in the three highest categories and
are considered to have some speculative characteristics.

The Fund has no restrictions on the maturity of municipal obligations in which
it may invest. The Fund attempts to invest in municipal obligations with
maturities that, in the Adviser's judgment, will provide as high a level of
current income as is consistent with prudent investing. The Adviser will also
consider current market conditions when determining the securities it wants to
buy and whether to hold securities currently in the Fund's portfolio.

The Fund may invest more than 25% of its total assets in municipal
obligations in particular market segments, including, but not limited to,
hospital revenue bonds, housing agency bonds, tax exempt industrial
development revenue bonds, transportation bonds, or pollution control revenue
bonds. An economic, business, political or other change that affects one
security may also affect other securities in the same market segment, thereby
potentially increasing market risk. Examples of changes that may affect
certain market segments include proposed legislation

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affecting the financing of a project, shortages or price increases of needed
materials, or declining markets or needs for the projects.

Under normal market conditions, the Fund invests its assets as described above.
For temporary defensive purposes, however, the Fund may invest up to 100% of its
total assets in taxable obligations, including (i) commercial paper rated at
least P-1 by Moody's, A-1 by S&P, or F-1 by Fitch; (ii) obligations issued or
guaranteed by the full faith and credit of the U.S. government; or (iii) with
respect to the Fund, municipal securities of a state, territory or local
government other than its respective state (Colorado) or territory.

INVESTMENT RISKS

The price per share of the Fund will fluctuate with changes in value of the
investments held by the Fund. Additionally, there can be no assurance that the
Fund will achieve its investment objectives or be successful in preventing or
minimizing the risk of loss that is inherent in investing in particular types of
investment products. Because there are no restrictions on the maturity of any
individual assets in which the Fund will invest, an investment in the Fund
carries some risk of volatility in principal value.

The Fund is classified as a "non-diversified" investment company under the
Investment Company Act of 1940 (the "1940 Act"). The Fund also intends to
qualify as a "regulated investment company" under the Internal Revenue Code
(the "Code"). One of the tests for such qualification under the Code is, in
general, that at the end of each fiscal quarter of the Fund, (i) at least 50%
of the market value of the Fund's assets is represented by cash and cash
items (including receivables), U.S. Government securities, the securities of
other regulated investment companies and other securities, with such other
securities of any one issuer limited for the purposes of this calculation to
an amount not greater than 5% of the value of the Fund's total assets and not
greater than 10% of the outstanding voting securities of such issuer, and
(ii) not more than 25% of the value of its total assets is invested in the
securities of any one issuer (other than U.S. Government securities or the
securities of other regulated investment companies). If the Fund had elected
to register under the 1940 Act as a "diversified" investment company, it
would have to meet the same test as to 75% of its assets. The Fund may
therefore not have as much diversification among securities, and thus
diversification of risk, as if it had made this election under the 1940 Act.
In general, the more the Fund invests in the securities of specific issuers,
the more the Fund is exposed to risks associated with investments in those
issuers. The Fund's assets, being primarily or entirely Colorado issues, are
accordingly subject to economic and other conditions affecting Colorado.
(See "Risks of Investing in the Fund-Considerations Regarding Investments in
Colorado Obligations.")

The foregoing is a summary of risks; see "RISKS OF INVESTING IN THE FUND" in
this Prospectus.

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FUND EXPENSES

The purpose of the following table is to assist the shareholder in understanding
the various costs and expenses that an investor in the Fund will bear, either
directly or indirectly. The Fund's costs and expenses are based upon estimates
of the operating expenses for the Fund's initial fiscal year.

FEE TABLE

SHAREHOLDER TRANSACTION EXPENSES None
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)

Maximum Sales Load Imposed on Reinvested None
Dividends (as a percentage of offering price)

Deferred Sales Load None
(as a percentage of redemption proceeds)

Redemption Fees None

Exchange Fees None

ANNUAL FUND OPERATING EXPENSES

(as a percentage of average net assets)

Management Fees (after waivers)* 0.02%
12b-1 Fees None
Other Expenses 0.43%

Total Portfolio Operating Expenses (after waivers and 0.45%
reimbursements)*

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* Management Fees consisting of investment advisory fees (before waivers and
reimbursements) would be .50%. The fee waivers and reimbursements
reflected in the table are voluntary and may be modified or terminated at
any time without the Fund's consent. Total Portfolio Operating Expenses
(before waivers and reimbursements) would have been 0.93%.

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Example:

You would pay the following expenses on a $1,000 investment, assuming (1) 5%
gross annual return, (2) redemption at the end of each time period, (3) that
operating expenses are the same as described above, and (4) reinvestment of all
dividends and distributions:

1 Year $ 5
3 Years $16

THIS ASSUMED 5% ANNUAL RETURN AND THE EXPENSES SHOWN SHOULD NOT BE CONSIDERED
INDICATIONS OF ACTUAL OR EXPECTED PERFORMANCE OR OPERATING EXPENSES OF ANY FUND,
BOTH OF WHICH MAY VARY SIGNIFICANTLY.

THE FUND

The Fund is a separate investment fund or portfolio, commonly known as a mutual
fund. The Fund is a portfolio of a Delaware business trust organized under the
laws of the State of Delaware as an open-end management investment company on
November 30, 1993. The Trust's Board of Trustees oversees the overall
management of the Fund and elects the officers of the Trust.

MANAGEMENT OF THE FUND

THE ADVISER: TEMPEST, ISENHART, CHAFFEE, LANSDOWNE & ASSOC., INC.

Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc., acts as the investment
adviser to the Fund under the supervision of the Trust's Board of Trustees. The
Adviser's address is 1380 Lawrence Street, Suite 1050, Denver, Colorado 80204.
The Adviser manages the investment and reinvestment of the assets of the Fund
and continuously reviews, supervises and administers the Fund's investments. The
Adviser is responsible for placing orders for the purchase and sale of the
Fund's investments directly with brokers and dealers selected by it in its
discretion.

The Adviser utilizes a team management system for the Fund. The Adviser's
investment professional team has an average of more than 25 years of investment
research and portfolio management experience. These individuals bring a broad
base of experience, ideas, knowledge, and expertise to the Fund's management.

The team of analysts and portfolio managers provides management of the Fund.
The Adviser's investment team is led by H. David Lansdowne, CFA, President
and Chief Executive Officer of Tempest, Isenhart, and its Chief Investment
Officer since 1988. The Fund's other key investment management team include:
Robert J. Alder, CFA, J Jeffrey Dohse, Barbara Grummel and Greg H. Thompson,
CFA.

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Mr. Lansdowne earned both his B.S. (1969) and his M.B.A. from the University
of Denver in 1972. He was awarded the Chartered Financial Analyst (CFA)
designation in 1977. Mr. Lansdowne joined the Adviser in 1983 as Director of
Research. He began his career as an Investment Officer with Colorado National
Bank in Denver. He joined United Capital Management, a subsidiary of United
Bank of Denver, where he was Vice President and Portfolio Manager, overseeing
pension plans of Fortune 500 Companies. Immediately prior to joining Tempest,
Isenhart, he was Senior Vice President and Director of Research for Financial
Programs mutual funds and for their subsidiary for privately-managed
accounts, Financial Trust Company.

Mr. Alder earned his B.S. from the University of Colorado in 1969. He was
awarded the Chartered Financial Analyst (CFA) designation in 1977. His
investment management career began in 1969 as a portfolio manager and analyst
with the Trust Investment Division of the First National Bank of Denver. In
1977, he joined the Trust Investment Division of Colorado National Bank and
became head of the department in 1982. In 1987, he was instrumental in creating
Colorado National Bank's wholly-owned registered investment advisory subsidiary,
Colorado Capital Advisors and was President of that subsidiary until 1993, when
he joined the Adviser in his current capacity as Executive Vice President.

Mr. Dohse earned his B.S. from Culver-Stockton College in Canton, Missouri, in
1963 and his M.B.A. from Loyola University in Chicago in 1971. He worked in the
investment industry for 15 years before joining Tempest, Isenhart in 1983. He
began his career with American National Bank & Trust Company in Chicago as a
management trainee involved in all facets of bank and trust investments. He then
joined the United Bank of Denver as Investment Officer, managing trust
portfolios. Prior to joining the Adviser, Mr. Dohse was a Vice President and
Portfolio Manager at IntraWest Bank of Denver, with responsibility for various
investment management portfolios.

Ms. Grummel earned her B.S. from the University of Colorado in 1979. She worked
for the National Association of Securities Dealers, N. Donald and Company and
the underwriting and asset management divisions of Merrill Lynch. Prior to
joining the Adviser, she was Executive Vice President with Lord Abbett and
Company, the New York based mutual fund group, where her responsibilities
included state-specific municipal bond fund management, individual fixed income
portfolio management and new business development. Ms. Grummel is the lead
portfolio manager for the Aristata Colorado Quality Tax Exempt Fund.

Mr. Thompson earned his B.S. from the University of Wyoming in 1967 and his
M.B.A. from the University of Denver in 1972. He was awarded the Chartered
Financial Analyst designation in 1988. He joined the Adviser, in 1987. His
previous positions include three years as a Financial Analyst with Standard &
Poor's Compustat Services, Inc. in Englewood, Colorado and twelve years with
Page T. Jenkins, a Denver proprietorship. He was an Investment Manager and
Security Analyst with Jenkins, conducting research and managing securities and
mineral portfolios for the firm.

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<PAGE>

For the advisory services it provides to the Funds, the Adviser receives from
the Fund a monthly fee, based on average daily net assets, at the annual rate of
0.50%

Although the Adviser has not previously managed a registered investment
company, it has been providing investment advisory services to clients since
1976. Substantially all of the initial investors in the Fund were previously
participants in an unregistered commingled fund created and administered by
the Colorado State Bank & Trust ("CSB&T"). Tempest, Isenhart acted as the
Adviser to that commingled fund since its origination in late 1976. The
Adviser was unaffiliated with CSB&T at the time it managed the commingled
fund and remains unaffiliated with CSB&T.

THE ADMINISTRATOR AND DISTRIBUTOR

ALPS Mutual Funds Services, Inc. is the Administrator and Distributor for the
Fund. ALPS is located at 370 17th Street, Suite 3100, Denver, Colorado 80202.
As Distributor, ALPS sells shares of the Fund on behalf of the Trust. As
Administrator, ALPS provides certain administrative services necessary for the
Fund's operations including: (i) coordination of the services performed by the
Fund's investment adviser, transfer agent, custodian, independent accountants
and legal counsel; regulatory compliance, including the compilation of
information for documents such as reports to, and filings with, the SEC and
state securities commissions; and preparation of proxy statements and
shareholder reports for the Fund; (ii) general supervision relative to the
compilation of data required for the preparation of periodic reports distributed
to the Fund's Officers and Board of Trustees; and (iii) furnishing office space
and certain facilities required for conducting the business of the Fund. Other
costs borne by the administrator include custodian and transfer agent fees and
expenses; Trustees' fees and expenses; audit fees and expenses; expenses of
obtaining quotations on the Fund's portfolio securities and pricing of the
Fund's shares; and expenses of preparation and distribution to existing
shareholders of reports and prospectuses. For these services, ALPS receives a
fee from the Fund, computed daily and payable monthly, at the annual rate of the
greater of (______) or 0.20% of the Fund's average daily net assets. ALPS also
serves as administrator and distributor of other mutual funds.

SERVICE ORGANIZATIONS

Various banks, trust companies, broker-dealers or other financial organizations
(collectively, "Service Organizations") also may provide administrative services
for the Fund, such as maintaining shareholder accounts and records at a fee of
up to an annual rate of 0.25% of Fund's average daily net assets serviced. The
Glass-Steagall Act and other applicable laws provide that, among other things,
banks may not engage in the business of underwriting, selling or distributing
securities. There is currently no precedent prohibiting banks from performing
administrative and shareholder servicing functions as service organizations.
However, judicial or administrative decisions or interpretations of such laws,
as well as changes in either Federal or state regulations relating to the
permissible activities of banks and their subsidiaries or affiliates, could
prevent a bank service organization from continuing to perform all or part
of its servicing activities. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain shareholders of the Fund and
alternative means for continuing the servicing

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<PAGE>

of such shareholders would be sought. It is not expected that shareholders
would suffer any adverse financial consequences as a result of any of these
occurrences. The Adviser and Administrator also may pay service
organizations from time to time for rendering services to shareholders.

OTHER EXPENSES

The Fund bears all costs of its operations other than expenses specifically
assumed by ALPS or the Adviser. The costs borne by the Fund include legal and
certain accounting expenses; insurance premiums; expenses incurred in acquiring
or disposing of the Fund's portfolio securities; expenses of registering and
qualifying the Fund's shares for sale with the SEC and with various state
securities commissions; expenses of maintaining the Fund's legal existence and
of shareholders' meetings; and expenses of preparation and distribution of
proxies to existing shareholders. The Fund bears its own expenses associated
with its establishment as a series of the Trust; these expenses are amortized
over a five-year period from the commencement of the Fund's operations.
Expenses of the Trust directly attributable to the Fund are charged to that
Fund; other expenses are allocated proportionately among all of the Funds in the
Trust in relation to the net assets of each Fund.

The Adviser and the Administrator to the Trust rely upon their existing
information systems to provide investment management and administrative
services, respectively, to the Trust. The costs of maintaining and upgrading
such information systems to comply with the impact of the Year 2000 is an
operational and financial responsibility of the Adviser and Administrator,
respectively. The Trust, therefore, does not expect costs associated with Year
2000 compliance to have a material adverse affect on the financial results of
the Trust. The Adviser and Administrator expect to resolve any material issues
relating to the Year 2000 and beyond in a timely manner without any material
disruptions to the Trust's operations. However, no assurance can be given that
these issues can be resolved in a operationally efficient or timely manner such
that the Trust will not incur significant operational disruptions.

THE INVESTMENT POLICIES AND PRACTICES OF THE FUND

The Fund follows its own investment policies and practices, including certain
investment restrictions. The "Investment Restrictions" section of the SAI
contains specific investment restrictions (the "Investment Restrictions")
which govern the Fund's investments. Except for the Fund's investment
objective, which is a fundamental policy that may not be changed without
a majority vote of shareholders of the Fund, and those restrictions
specifically identified as fundamental, all other investment policies and
practices described in this Prospectus and in the SAI are not fundamental,
and may therefore be changed by the Board of Trustees without shareholder
approval.

The Adviser selects investments and makes investment decisions based on the
investment objectives and policies of the Fund.

The types of securities and investment practices used by the Fund are described
in greater detail at "DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES."

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<PAGE>

INVESTMENT RESTRICTIONS

The Fund may not:

1. Acquire the outstanding voting securities of any one issuer if, immediately
after and as a result of such investment, the current market value of the
holdings of the Fund in the securities of such issuer exceeds 10% of the
market value of such issuers outstanding voting securities;

2. Borrow money, which includes entering into reverse repurchase agreements,
except that the Fund may enter into reverse repurchase agreements or borrow
money from banks for temporary or emergency purposes in aggregate amounts
up to thirty percent of the value of the Fund's net assets; provided that
while borrowings from banks exceed 5% of the Fund's net assets, any such
borrowings and reverse repurchase agreements will be repaid before
additional investments are made;

3. Pledge more than 15% of its net assets to secure indebtedness; the purchase
or sale of securities on a "when-issued" basis is not deemed to be a pledge
of assets;

4. Invest more than 15% of the value of the Fund's net assets in restricted or
illiquid securities or instruments including, but not limited to,
securities for which there are no readily available market quotations,
dealer (OTC) options, assets used to cover dealer options written by the
Fund or repurchase agreements that mature in more than 7 days; and

5. Make loans except that the Fund may invest in Colorado Obligations which it
is permitted to buy. The Fund will not lend its portfolio securities.

If a percentage limitation on investments by the Fund stated above or in the
Statement of Additional Information is adhered to at the time of an
investment, a later increase or decrease in percentage resulting from changes
in asset values will not be deemed to violate the limitation except in the
case of the limitations on borrowing and illiquid investments. The Fund is
not required to sell a security if its rating is reduced or discontinued
after purchase, but the Fund may consider doing so.

It is the intention of the Fund, unless otherwise indicated, that with respect
to the Fund's policies that are the result of the application of law, the Fund
will take advantage of the flexibility provided by rules or interpretations of
the SEC currently in existence or promulgated in the future or changes to such
laws.

PORTFOLIO TRANSACTIONS

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<PAGE>

seek the best execution of the Fund's orders. Purchases and sales of portfolio
debt securities for the Fund are generally placed by the Adviser with primary
market makers for these securities on a net basis, without any brokerage
commission being paid by the Fund. Trading of portfolio debt securities does,
however, involve transaction costs. Transactions with dealers serving as
primary market makers reflect the spread between the bid and asked prices. The
Adviser may allocate purchase and sales orders for portfolio securities to
dealers that are affiliated with the Adviser or Distributor, if the Adviser
believes the quality of the transaction and spreads are comparable to what they
would be with other qualified firms. Subject to the policy of seeking best
overall price and execution, sales of shares of the Fund may be considered by
the Adviser in the selection of broker or dealer firms for a Fund's portfolio
transactions.

FUND SHARE VALUATION

The net asset value per share of the Fund is calculated at 4:00 p.m. Eastern
time, Monday through Friday, on each day the New York Stock Exchange is open for
trading, which excludes the following business holidays: New Year's Day, Martin
Luther King Jr.'s Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day. The net asset value per
share of the Fund is computed by dividing the value of the Fund's net assets
(i.e., the value of the assets less the liabilities) by the total number of the
Fund's outstanding shares. All expenses, including fees paid to the Adviser and
ALPS, are accrued daily and taken into account for the purpose of determining
the net asset value.

Securities listed on an exchange or over-the-counter are valued on the basis of
the last sale prior to the time the valuation is made. If there has been no
sale since the immediately previous valuation, then the average of the last bid
and asked prices is used. Quotations are taken from the exchange where the
security is primarily traded. Portfolio securities which are primarily traded
on foreign exchanges may be valued with the assistance of pricing services and
are generally valued at the preceding closing values of such securities on their
respective exchanges, except that when an occurrence subsequent to the time a
foreign security is valued is likely to have changed such value, then the fair
value of those securities will be determined by consideration of other factors
by or under the direction of the Board of Trustees. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or at the direction of the Board of Trustees. Notwithstanding the
above, bonds and other fixed-income securities are valued by using market
quotations and may be valued on the basis of prices provided by a pricing
service approved by the Board of Trustees. All assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the mean
between the bid and asked prices of such currencies against U.S. dollars as last
quoted by any major bank. Further information with respect to the valuation of
the Fund's assets is included in the Statement of Additional Information.

MINIMUM PURCHASE REQUIREMENTS

The minimum initial investment in the Fund is $2,000. Any subsequent
investments must be at least $50. All initial

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<PAGE>

investments should be accompanied by a completed Purchase Application. A
Purchase Application accompanies this Prospectus. A separate application is
required for an IRA. The Fund reserves the right to reject any purchase order.

PURCHASE OF FUND SHARES

Shares of the Fund may be purchased through an authorized broker, service
organization or investment adviser, or directly from the Fund, using any of the
methods described below. Orders for the purchase of shares will be executed at
the net asset value per share next determined after an order has been received
in good form. All funds received are invested in full and fractional shares of
the Fund. Certificates for shares are not issued. ALPS serves as Transfer
Agent pursuant to a Transfer Agent Agreement dated _________. ALPS maintains
records of each shareholder's holdings of Fund shares, and each shareholder
receives a statement of transactions, holdings and dividends. The Trust
reserves the right to reject any purchase.

An initial investment in the Fund must be preceded or accompanied by a
completed, signed application. Orders for the purchase of shares will be
executed at the net asset value per share (the "public offering price") next
determined after an order has been received. Orders transmitted to the Fund in
proper form prior to 4:00 p.m., Eastern Time will become effective that day.

Investments may be made using any of the following methods.

THROUGH AN AUTHORIZED BROKER, INVESTMENT ADVISER OR SERVICE ORGANIZATION

Shares are available to new and existing shareholders through authorized
brokers, Service Organizations and investment advisers. To make an investment
using this method, simply complete a Purchase Application (if your purchase is
an initial investment) and contact your broker or investment adviser with
instructions as to the amount you wish to invest. Your broker will then contact
the Fund to place the order on your behalf. Authorized brokers, Service
Organizations and investment advisers may impose additional requirements and
charges for the services rendered.

Orders received by your broker or Service Organization for the Fund in proper
order prior to the determination of net asset value and transmitted to the Fund
prior to the close of its trading (which is currently 4:00 p.m. Eastern time),
will become effective that day. Brokers who receive orders are obligated to
transmit them promptly. You should receive written confirmation of your order
within a few days of receipt of instructions from your broker.

DIRECTLY WITH THE FUND

BY MAIL. Make your check payable to the Aristata Colorado Quality Tax
Exempt Fund and mail it, along with the Purchase Application (if your purchase
is an initial investment), to the address indicated on the Purchase Application.
Purchases made by check are not permitted to be redeemed until payment of the
purchase has been collected, which may take up to fifteen

-11-
<PAGE>

calendar days. Third party and foreign checks will not be accepted. Please
include the Fund name and your account number on all checks.

BY BANK TRANSFER. Bank transfer allows you to transfer money from your
bank account via the Automated Clearing House (ACH) network to your Fund
account. First, an account must be established with the Fund. Your Purchase
Application must indicate your desire to have this option. Next, contact a
representative from your bank to arrange for bank transfer services. A deposit
account must be opened, or already be open at a bank providing bank transfer
services and you must arrange for this service to be provided. Once you have
completed this process, you can initiate a bank transfer by contacting a
representative from your bank, providing the required information for the bank,
and authorizing the transfer to take place. Please allow two or three days
after the authorization for the transfer to occur.

BY WIRE. Investments may be made directly through the use of wire
transfers of Federal funds. In most cases, your bank will either be a member of
the Federal Reserve Banking System or have a relationship with a bank that is.
Your bank will normally charge you a fee for handling the transaction. To
purchase shares by a Federal funds wire, please first contact ALPS at
1-800-___-____. An account must be established with the Fund prior to any wire
transfer. You can initiate a wire transfer by contacting a representative from
your bank, providing the required information for the bank, and authorizing the
transfer to take place. Federal Funds should be wired to:

_______________ Bank
ABA# ______________
Aristata Colorado Quality Tax Exempt Fund
Credit DDA #_____________
(Account Registration)
(Account Number)

AUTOMATIC INVESTMENT PROGRAM. The Automatic Investment Program offers a
simple way to maintain a regular investment program. You may arrange automatic
transfers (minimum $__ per transaction) from your bank account to your Fund
account on a periodic basis by simply completing the Automatic Investment Plan
section of your Purchase Application. When you participate in this program, the
minimum initial investment in each Portfolio is $___. You may change the amount
of your automatic investment, skip an investment, or stop the Automatic
Investment Program by calling the Fund at (800) ___-____ at least three Business
Days prior to your next scheduled investment date.

The Fund may in its discretion discontinue, suspend or change the practice of
accepting orders by any of the methods described above. Orders for the purchase
of shares are subject to acceptance by the Fund. The Fund reserves the right to
suspend the sale of shares, or to reject any purchase order, including orders in
connection with exchanges, for any reason.

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<PAGE>

REDEMPTION OF FUND SHARES

Shareholders may redeem their shares, in whole or in part, on each day the Fund
is valued (see "FUND SHARE VALUATION"). Shares will be redeemed at the net
asset value next determined after a redemption request in good form has been
received by the Fund.

A redemption may be a taxable transaction on which gain or loss may be
recognized. See "DIVIDEND TAX INFORMATION" for more information.

Where the shares to be redeemed have been purchased by check, the redemption
request will be returned if the purchasing check has not cleared, which may take
up to 15 calendar days. Shareholders may avoid this delay by investing through
wire transfers of Federal funds. During the period prior to the time the shares
are redeemed, dividends on the shares will continue to accrue and be payable and
the shareholder will be entitled to exercise all other beneficial rights of
ownership.

Once the shares are redeemed, the Fund will ordinarily send the proceeds by
check to the shareholder at the address of record on the next business day. The
Fund may, however, take up to seven days to make payment. This will not be the
customary practice. Also, if the New York Stock Exchange is closed (or when
trading is restricted) for any reason other than the customary weekend or
holiday closing or if an emergency condition as determined by the SEC merits
such action, the Fund may suspend redemptions or postpone payment dates.

To ensure acceptance of your redemption request, it is important to follow the
procedures described below. Although the Fund has no present intention to do
so, the Fund reserves the right to refuse or to limit the frequency of any
telephone, wire or bank transfer redemptions. Of course, it may be difficult to
place orders by telephone during periods of severe market or economic change,
and a shareholder should consider alternative methods of communications. The
Fund may modify or terminate its services and provisions at any time. If the
Fund terminates any particular service, it will do so only after giving written
notice to shareholders. Redemption by mail will always be available to
shareholders.

You may redeem your shares using any of the following methods:

THROUGH AN AUTHORIZED BROKER, INVESTMENT ADVISER OR SERVICE ORGANIZATION

You may redeem your shares by contacting your authorized broker, service
organization or investment adviser and instructing him or her to redeem your
shares. He or she will then contact ALPS and place a redemption trade on your
behalf.

DIRECTLY WITH THE FUND

BY MAIL. You may redeem your shares by sending a letter directly to ALPS.
To be accepted, a letter requesting redemption must include: (i) the Fund name
and account registration from which you are redeeming shares; (ii) your account
number; (iii) the amount to be redeemed; (iv) the signatures of all registered
owners; and (v) for redemptions exceeding $______, a signature guarantee by any
eligible guarantor institution, including a member of a national securities
exchange, or a commercial bank or trust company, broker-dealer, credit

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<PAGE>

union or savings association. Corporations, partnerships, trusts or other legal
entities will be required to submit additional documentation.

BY TELEPHONE. If you have established the telephone redemption privilege
on your Purchase Application, you may redeem your shares by calling the Fund at
(800) ___-____. You should be prepared to give the telephone representative the
following information: (i) your account number, social security number and
account registration; (ii) the Fund name from which you are redeeming shares;
and (iii) the amount to be redeemed. The conversation may be recorded to
protect you and the Fund. The Fund employs reasonable procedures to confirm
that instructions communicated by telephone are genuine. If the Fund fails to
employ such reasonable procedures, it may be liable for any loss, damage or
expense arising out of any telephone transactions purporting to be on a
shareholder's behalf. In order to assure the accuracy of instructions received
by telephone, the Fund requires some form of personal identification prior to
acting upon instructions received by telephone, records telephone instructions
and provides written confirmation to investors of such transactions. Telephone
redemptions will be suspended for a period of 10 days following a telephone
address change.

You may instruct the Fund to send your redemption proceeds via federal wire or
bank transfer to your personal bank. Your instructions should include: (i) your
account number, social security number and account registration; (ii) the Fund
name from which you are redeeming shares; and (iii) the amount to be redeemed.
Wire and bank transfer redemptions can be made only if the privilege has been
established on your Purchase Application and you have attached a copy of a
voided check or a letter summarizing the wiring instructions of the account
where proceeds are to be wired. Your bank may charge you a fee for receiving a
wire payment on your behalf.

SYSTEMATIC WITHDRAWAL PLAN. An owner of $_________ or more of the Fund may
elect to have periodic redemptions from his or her account to be paid on a
monthly, quarterly, semi-annual or annual basis by simply completing the
Systematic Withdrawal Plan section of the Purchase Application. The minimum
periodic withdrawal is $__. A sufficient number of shares to make the scheduled
redemption will normally be redeemed on the fifth or twentieth day of the
selected month(s). Depending on the size of the payment requested and
fluctuation in the net asset value, if any, of the shares redeemed, redemptions
for the purpose of making such payments may reduce or even exhaust the account.
A shareholder may request that these payments be sent to a predesignated bank or
other designated party. If a shareholder participates in the Systematic
Withdrawal Plan, all dividends will automatically be reinvested.

EXCHANGE OF FUND SHARES

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<PAGE>

another Fund if the new Fund is not qualified for sale in the state of the
shareholder's residence. Please call the Fund at (800)-___-____ for questions
regarding state registration. The minimum amount for an initial and subsequent
exchange is $___. The Trust may terminate or amend the terms of the exchange
privilege at any time upon at least 60 days' prior written notice to
shareholders of any modification or termination of the exchange privilege.

A new account opened by exchange must be established with the same name(s),
address and social security number as the existing account. All exchanges will
be made based on the net asset value next determined following receipt of the
request by a Fund in good order.

An exchange is taxable as a sale of a security on which a gain or loss may be
recognized. See "DIVIDEND AND TAX INFORMATION" for more information.
Shareholders will receive written confirmation of the exchange following
completion of the transaction.

EXCHANGE BY MAIL. To exchange Fund shares by mail, simply send a letter of
instruction to the Fund. The letter of instruction must include: (i) your
account number; (ii) the Fund from and the Fund into which you wish to exchange
your investment; (iii) the dollar or share amount you wish to exchange; and (iv)
the signatures of all registered owners or authorized parties; (v) for exchanges
exceeding $_______, a signature guarantee by an eligible guarantor institution,
including a member of a national securities exchange, or by a commercial bank or
trust company, broker/dealer, credit union or savings association.

EXCHANGE BY TELEPHONE. If you have established the telephone exchange
privilege on your Purchase Application, you may exchange Fund shares by
telephone by simply calling the Fund at (800) ___-____. You should be prepared
to give the telephone representative the following information: (i) your account
number, social security or tax identification number and account registration;
(ii) the name of the Fund from and the Fund into which you wish to transfer your
investment; and (iii) the dollar or share amount you wish to exchange. The
conversation may be recorded to protect you and the Funds. Telephone exchanges
will be suspended for a period of ten days following a telephone address change.
See "REDEMPTION OF FUND SHARES - By Telephone" for a discussion of telephone
transactions generally.

DIVIDEND AND TAX INFORMATION

GENERAL INFORMATION

The Fund intends to qualify as a regulated investment company for each taxable
year pursuant to the provisions of Subchapter M of the Code. By so qualifying
and electing, the Fund generally will not be subject to Federal income tax to
the extent that it distributes investment company taxable income and net
realized capital gains in the manner required under the Code.

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<PAGE>

substantially all net capital gains (the excess of net long-term capital gains
over net short-term capital losses). In determining amounts of capital gains to
be distributed, any capital loss carryovers from prior years will be applied
against capital gains.

The amount declared each day as a dividend may be based on projections of
estimated monthly net investment income and may differ from the actual
investment income determined in accordance with generally accepted accounting
principles. An adjustment will be made to the dividend each month to account
for any difference between the projected and actual monthly investment income.

On or before February 15, 1998, common trust and collective investment fund
assets managed by the Adviser contributed assets to the Fund in exchange for
shares of the Fund. This transfer may result in adverse tax consequences under
certain circumstances to either the investors transferring shares from a common
trust or collective investment fund for shares of the Fund or to investors who
acquire shares of the Fund after a transfer ("new shareholders"). As a result,
the Fund acquired some securities that have appreciated in value or depreciated
in value from the date they were acquired. If appreciated securities are sold
after the transfer, the amount of the gain would be taxable to new shareholders
as well as to reorganizing shareholders. The effect of this for new
shareholders would be to tax them on a distribution that represents a return of
the purchase price of their shares rather than an increase in the value of their
investment. The effect on shareholders who transferred into the Fund would be
to reduce their potential liability for tax on capital gains by spreading it
over a larger asset base. The opposite may occur if the Fund acquires
securities having an unrealized capital loss. In that case, shareholders who
transferred into the Fund will be unable to utilize the loss to offset gains,
but, because the transfer will not result in any gains, the inability of
shareholders to utilize unrealized losses will have no immediate tax effect.
For new shareholders, to the extent that unrealized losses are realized by the
Fund, new shareholders may benefit by any reduction in net tax liability
attributable to the losses.

For all distributions, the shareholder may elect in writing, not less than five
full business days prior to the record date, to receive such distributions in
cash. Dividends declared in, and attributable to, the preceding period will be
paid within five business days after the end of the period. Unless the
shareholder chooses to receive dividend and/or capital gain distributions in
cash, distributions will be automatically reinvested in additional shares of the
Fund at net asset value. If you elect to receive distributions in cash and
checks (1) are returned and marked as "undeliverable" or (2) remain uncashed for
six months, your cash election will be changed automatically and your future
dividend and capital gains distributions will be reinvested in the Fund at the
per share net asset value determined as of the date of payment of the
distribution. In addition, any undeliverable checks or checks that remain
uncashed for six months will be canceled and will be reinvested in the Fund at
the per share net asset value determined as of the date of cancellation.

Investors who redeem all or a portion of Fund shares prior to a dividend payment
date will be entitled on the next dividend payment date to all dividends
declared but unpaid on those shares at the time of their redemption.

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<PAGE>

Distributions of net investment company taxable income (regardless of whether
derived from dividends, interest or short-term capital gains) generally will be
taxable to shareholders as ordinary income. Distributions of net long-term
capital gains designated by the Fund as capital gain distributions will be
taxable as long-term capital gains, regardless of how long a shareholder has
held his Fund shares. Distributions are taxable in the same manner whether
received in additional shares or in cash.

Earnings of the Funds not distributed on a timely basis in accordance with a
calendar year distribution requirement are subject to a nondeductible 4% excise
tax. To prevent imposition of this tax, the Fund intends to comply with this
distribution requirement.

A distribution, including an "exempt-interest dividend," will be treated as paid
on December 31 of the calendar year if it is declared by the Fund during
October, November, or December of that year to shareholders of record in such a
month and paid by the Fund during January of the following calendar year. Such
distributions will be treated as received by shareholders (and therefore
taxable) in the calendar year in which the distributions are declared, rather
than the calendar year in which the distributions are received.

The Fund's distributions with respect to a given taxable year may exceed the
current and accumulated earnings and profits of the Fund available for
distribution. In that event, distributions in excess of such earnings and
profits would be characterized as a return of capital to shareholders for
Federal income tax purposes, thus reducing each shareholder's cost basis in his
or her Fund shares. Distributions in excess of a shareholder's cost basis in
his or her shares would be treated as a gain realized from a sale of such
shares.

Any gain or loss realized by a shareholder upon the sale or other disposition of
shares of the Fund, or upon receipt of a distribution in complete liquidation of
the Fund, generally will be a capital gain or loss which will be long-term or
short-term generally depending upon the shareholder's holding period of the
shares. A loss realized by a shareholder on a redemption, sale, or exchange of
shares of the Fund with respect to which capital gain dividends have been paid
will be characterized as a long-term capital loss to the extent of such capital
gain dividends.

The Fund may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where the Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Most corporate shareholders and certain other shareholders
specified in the Code are exempt from backup withholding. Backup withholding is
not an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. Federal income tax liability.

-17-
<PAGE>

tax treatment, including a penalty on certain pre-retirement distributions, is
accorded to accounts maintained as IRAs. Shareholders should consult their own
tax advisers as to the Federal, state and local tax consequences of ownership of
shares of the Fund in their particular circumstances.

INFORMATION ON TAX-EXEMPT DISTRIBUTIONS

Net interest income on obligations exempt from federal income tax, when
distributed to shareholders and designated by the Fund as exempt-interest
dividends, will be exempt from regular federal income tax in the hands of the
shareholders. Short-term capital gains are taxable to shareholders as ordinary
income, whether received in cash or reinvested. Long-term capital gain
distributions to shareholders will be treated as taxable long-term capital gain,
whether received in shares of the Fund or in cash, regardless of how long a
shareholder has held his shares. It is not likely that the Fund will retain
undistributed capital gains; however, in such an event, a shareholder must
include in income, as long-term capital gain, his share of undistributed
long-term capital gain designated by the Fund. Under such circumstances, the
shareholder may claim a refundable credit against the tax for his proportionate
share of any capital gain tax paid by the Fund.

Under present law, capital gains are subject to a maximum tax rate of 28%.

With respect to bonds (including other securities) purchased after April 1993,
the amount of any "market discount" (generally the amount by which the cost is
less than the face amount of the bond) is taxed as ordinary income. This means
that most "capital appreciation" on these bonds will now be distributed to, and
taxed to, the shareholders as ordinary interest income (rather than as capital
gains).

Under Section 55 of the Code, the alternative minimum tax now applies to all
taxpayers, including corporations, and increases a taxpayer's tax liability only
to the extent it exceeds the taxpayer's regular income tax (less certain
credits) for the year. The alternative minimum tax is equal to 26% (or in some
cases, 28%) in the case of individuals (20% for corporations) of the excess of
the taxpayer's taxable excess, which is the amount by which alternative minimum
taxable income exceeds the applicable exemption amount. The exemption is
$45,000 for spouses filing a joint return, $33,750 for a single taxpayer, and
$22,500 for a married taxpayer filing a separate return, or for a trust or
estate. The exemption is phased out at the rate of $.25 for each dollar by
which a taxpayer's alternative taxable income exceeds a predetermined amount.

"Alternative minimum taxable income" is a taxpayer's taxable income (i)
determined with specified adjustments for the alternative minimum tax and (ii)
increased by "items of tax preference." The types of income constituting "items
of tax preference" include otherwise allowable tax-exempt interest on private
activity bonds issued after August 7, 1986 (except bonds issued by charities
qualifying under Section 501(c)(3) of the Code).

Under the Code any loss on the sale or exchange of shares in the Fund held by a
shareholder for six months or less will be disallowed to the extent the
shareholder received exempt-interest dividends with respect to those shares.

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<PAGE>

Distributions from the Fund's non-exempt investment income and from any net
realized short-term gain will be taxable to shareholders as ordinary income,
whether received in cash or in additional shares of the Fund. Under the Code,
interest on indebtedness incurred or continued to purchase or carry shares of
the Fund will not be deductible to the extent that the Fund's distributions are
exempt from federal income tax.

Subject to modification by Regulations to be published, written notice
concerning the federal income tax status of distributions will be mailed within
60 days after the close of the year to shareholders of the Fund annually in
accordance with applicable provisions of the Code.

Regulated investment companies will be subject to a non-deductible excise tax
equal to 4% of the excess of the amount required to be distributed for the
calendar year over the distributed amount for the calendar year. The Fund
intends to avoid the imposition of this excise tax, and will therefore
distribute during each calendar year at least 98% of its ordinary income for
such calendar year and 98% of its capital gain net income for the one year
period ending on October 31 of the calendar year.

UNLESS A SHAREHOLDER INCLUDES HIS TAXPAYER IDENTIFICATION NUMBER (SOCIAL
SECURITY NUMBER FOR INDIVIDUALS) IN THE GENERAL AUTHORIZATION FORM AND CERTIFIES
THAT HE IS NOT SUBJECT TO BACKUP WITHHOLDING, THE FUND IS REQUIRED TO WITHHOLD
AND REMIT TO THE U.S. TREASURY 31% OF NON-EXEMPT DISTRIBUTIONS AND OTHER
REPORTABLE PAYMENTS TO THE SHAREHOLDER.

Persons who may be "substantial users" (or "related persons" of substantial
users) of facilities financed by industrial development bonds should consult
their tax advisers before purchasing Fund shares.

The limitations on the deduction of miscellaneous itemized deductions do not
apply to publicly offered regulated investment companies. The Investment
Adviser intends to use its best efforts to ensure that the Fund qualifies as a
publicly offered regulated investment company for the purposes of the foregoing
provision.

With respect to the Fund, dividends derived from interest excludable from gross
income under Internal Revenue Code (the "Code") Section 103 on obligations
issued by states or political subdivisions thereof and which are designated by a
Fund as "exempt-interest dividends" are not subject to the regular Federal
income tax. The Fund will be qualified to designate and pay exempt-interest
dividends if, at the close of each quarter of its taxable year, at least 50% of
the value of its total assets consists of securities on which the interest
payments are exempt from Federal income tax under Code Section 103. To the
extent that the Fund's dividends distributed to shareholders are derived from
earnings on interest income exempt from Federal income tax and are designated as
"exempt-interest dividends" by that Fund, they will be excludable from a
shareholder's gross income for regular Federal income tax purposes. Other
dividends paid by the Fund, if any, will be taxable to shareholders.

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<PAGE>

The Fund may derive interest on temporary taxable investments and realize
capital gains or losses from its portfolio transactions, including the sale of
securities. Dividends derived from such interest, short-term capital gains, and
long-term capital gains, respectively, will be taxable to shareholders as
described above, whether such distributions are made in cash or in additional
shares of the Fund. In addition, a sale of shares in the Fund (including a
redemption of such shares and an exchange of shares between Funds) may be a
taxable event and may result in a taxable gain or loss to the shareholder. It
is possible that a portion of the distributions of the Fund may constitute
taxable rather than tax-exempt income in the hands of a shareholder. A loss
realized by a shareholder on the redemption, sale, or exchange of shares of the
Fund with respect to which exempt-interest dividends have been paid will be
disallowed to the extent of the exempt-interest dividends received if such
shares have been held by the shareholder for six months or less.

Tax-exempt interest from certain private activity bonds and exempt-interest
dividends attributable to that interest income constitute an item of tax
preference under the alternative minimum tax. Therefore, if the Fund invests in
such private activity bonds, certain shareholders may become subject to the
alternative minimum tax on that part of the Fund's exempt-interest dividends
derived from interest income on such bonds. See the SAI for further information
about the tax consequences for certain types of investors of a Fund investing in
private activity bonds.

The entire amounts of exempt-interest dividends received from the Fund by most
corporations will be part of an adjustment in computing alternative minimum
taxable income.

There could be retroactive revocation of the tax-exempt status of certain
municipal obligations after their issuance. In addition, in connection with
budget and tax reform efforts, proposals may be made or adopted which would
change the tax treatment arising from an investment in the Fund. It is not
possible to predict the precise impact of any of these events, but they may
affect the value of the securities in the Fund's portfolio.

Shareholders should be aware that redeeming shares of the Fund after tax-exempt
interest income has been accrued by the Fund but before that income has been
declared as a dividend may be disadvantageous. This is because the gain, if
any, on the redemption will be taxable, even though such gain may be
attributable in part to the accrued tax-exempt interest which, if distributed to
the shareholder as a dividend rather than as a redemption proceed, might have
qualified as an exempt-interest dividend.

Deductions for interest expense incurred (or deemed incurred) to acquire or
carry shares of the Fund may be subject to limitations that reduce or eliminate
such deductions. In addition, under rules issued by the Internal Revenue
Service for determining when borrowed funds are considered used for the purposes
of purchasing or carrying particular assets, the purchase of shares may be
considered to have been made with borrowed funds, even though the borrowed funds
are not directly traceable to the purchase of shares.

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<PAGE>

Up to 85% of an individual's social security benefits and certain railroad
benefits may be subject to Federal income tax. Along with other factors, total
tax-exempt income, including exempt-interest dividends, is used to calculate the
portion of such benefits that are taxed.

The treatment for state, local and municipal tax purposes of distributions of
exempt-interest dividends from the Fund will vary according to the laws of the
state and local taxing authorities. Exempt-interest dividends and other
dividends may be subject to state and local taxation. Investors should consult
with their tax advisers as to the availability of any exemptions from such
taxes. Persons who may be "substantial users" (or "related persons" of
substantial users) of facilities financed by private activity bonds may suffer
adverse tax consequences from investing in the Fund and, therefore, should
consult their tax advisers before purchasing Fund shares. In some instances, a
state or city may exempt from tax the portion of the distribution from a Fund
that represents interest received on obligations of that state or its political
subdivisions. Under the laws of certain other states and cities, the entire
amount of any such distribution may be taxable. Shareholders will be notified
annually of the Federal income tax status of distributions and the percentage of
municipal obligation interest income received, with its source indicated. The
interest on most private activity bonds is subject to the Federal alternative
minimum tax and, except under unusual market conditions, the Fund will invest at
least 80% of its net assets in securities that pay interest that is exempt
(except for certain corporate shareholders) from the Federal alternative minimum
tax.

COLORADO INCOME TAXES

Individuals, trusts, estates, and corporations who are holders of shares of the
Fund and who are subject to Colorado income tax will not be subject to Colorado
tax on distributions from the Fund to the extent that such distributions qualify
as either (1) exempt interest dividends of a regulated investment company under
Section 852(b)(5) of the Code, which are derived from interest on tax-exempt
obligations of the State of Colorado or any of its political subdivisions; or
(2) distributions derived from interest on obligations of the United States or
its possessions included in federal adjusted gross income.

To the extent that distributions on shares of the Fund are attributable to
sources of income not described in the preceding sentences, including capital
gains, such distributions will not be exempt from Colorado income tax.

There are no municipal income taxes in Colorado. As intangibles, shares in the
Fund will be exempt from Colorado property taxes.

DESCRIPTION OF SECURITIES AND INVESTMENT PRACTICES

COLORADO MUNICIPAL OBLIGATIONS. The Obligations in which the Fund invests
include but are not limited to municipal bonds, floating rate and variable rate
municipal obligations, participation interest in municipal bonds, tax-exempt
asset-backed certificates, tax-exempt commercial paper, short-term municipal
notes, standby commitments, general obligation bonds, revenue bonds, stripped
municipal bonds, Mello-Roos Community Facility

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<PAGE>

Act Bonds, and callable and putable bonds. The Adviser expects that
governmental, government-related or private entities may create other tax-exempt
investments in addition to those described above. As new types of tax-exempt
vehicles are developed, the Adviser will, consistent with the Fund's investment
objective and policies, consider these vehicles for investment by the Fund.

Because the Fund will concentrate its investments in Colorado Municipal
Obligations, it may be adversely affected by political, economic or regulatory
factors that may impair the ability of Colorado issuers to pay interest on or to
repay the principal of their debt obligations.

Obligations of issuers of Colorado Municipal Obligations are subject to the
provisions of bankruptcy, insolvency and other laws affecting the rights and
remedies of creditors, such as the Federal Bank Reform Act of 1978. In
addition, the obligations of such issuers may become subject to the laws enacted
in the future by Congress or the Colorado legislatures or by referenda extending
the time for payment or principal and/or interest, or imposing other constraints
upon enforcement of such obligations or upon municipalities to levy taxes.
There is also the possibility that, as a result of legislation or other
conditions, the power or ability of any issuer to pay, when due, the principal
of and interest on its Obligations may be materially affected. Additional
considerations relating to the risks of investing in Colorado Municipal
Obligations are presented in the SAI.

WHEN-ISSUED AND DELAYED DELIVERY PURCHASES. The Fund may buy Colorado
Obligations on a when-issued or delayed delivery basis when it has the intention
of acquiring them. The Colorado Obligations so purchased are subject to market
fluctuation and no interest accrues to the Fund until delivery and payment take
place; their value at the delivery date may be less than the purchase price.
The Fund cannot enter into when-issued commitments exceeding in the aggregate
15% of the market value of the Fund's total assets, less liabilities, other than
the obligations created by when-issued commitments. If the Fund chooses to
dispose of the right to acquire a when-issued obligation prior to its
acquisition, it could, as with the disposition of any other portfolio holding,
incur a gain or loss due to market fluctuation; any such gain would be a taxable
short-term gain. The Fund places an amount of assets equal in when-issued or
delayed delivery securities being purchased in a segregated account with the
Custodian, which is marked to market every business day. See the Statement of
Additional Information for further information.

CERTIFICATES OF PARTICIPATION. The Fund may invest in municipal lease
obligations, primarily through certificates of participation ("COPs"). COPs are
widely used by state and local governments to finance the purchase of property
and function much like installment purchase agreements. COPs are created when
long-term lease revenue obligations are issued by a governmental corporation to
pay for the acquisition of property or facilities. The property or facilities
acquired are then leased to a municipality and the lease payments are used to
repay interest and principal on the obligations issued to buy the property.
After all of the lease payments have been made, according to the terms of the
lease, the municipality gains ownership of the property for a nominal sum. This
lease format is generally not subject to constitutional limitations on the
issuance of state debt. This, COPs may enable a governmental issuer to increase
government liabilities beyond constitutional debt limits.

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<PAGE>

FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES. The Fund may purchase
when-issued securities and make contracts to purchase securities for a fixed
price at a future date beyond customary settlement time if the Fund holds, and
maintains until the settlement date in a segregated account, cash or other
liquid assets in an amount sufficient to meet the purchase price, or if the Fund
enters into offsetting contracts for the forward sale of other securities it
owns. Purchasing securities on a when-issued basis and forward commitments
involve a risk of loss if the value of the security to be purchased declines
prior to the settlement date, which risk is in addition to the risk of decline
in value of the Fund's other assets. No income accrues on securities purchased
on a when-issued basis prior to the time delivery of the securities is made,
although the Fund may earn interest on securities it has deposited in the
segregated account because it does not pay for the when-issued securities until
they are delivered. Investing in when-issued securities has the effect of (but
is not the same as) leveraging the Fund's assets. Although the Fund would
generally purchase securities on a when-issued basis or enter into forward
commitments with the intention of actually acquiring securities, the Fund may
dispose of a when-issued security or forward commitment prior to settlement, if
the Adviser deems it appropriate to do so. The Fund may realize short-term
profits or losses upon such sales.

ILLIQUID INVESTMENTS. It is the policy of the Fund that illiquid securities
whose transfer is restricted by law (including certain securities unregistered
under federal securities law) and other illiquid securities (including
repurchase agreements of more than seven days' duration, variable and floating
rate demand and master demand notes not requiring receipt of the principal note
amount within seven days' notice and securities of foreign issuers that are not
listed on a recognized domestic or foreign securities exchange) may not
constitute, at the time of purchase or at any time, more than 15% of the value
of the total net assets of the Fund in which they are held. Securities with
restrictions on resale but that have a readily available market are not deemed
illiquid for purposes of this limitation.

RISKS OF INVESTING IN THE FUND

CERTAIN RISK CONSIDERATIONS

The price per share of the Fund will fluctuate with changes in value of the
investments held by the Fund. For example, the value of the Fund's shares will
generally fluctuate inversely with the movements in interest rates.
Shareholders of the Fund should expect the value of their shares to fluctuate
with changes in the value of the securities owned by the Fund. There is, of
course, no assurance that the Fund will achieve its investment objectives or be
successful in preventing or minimizing the risk of loss that is inherent in
investing in particular types of investment products. In order to attempt to
minimize that risk, the Adviser monitors developments in the economy, the
securities markets, and with each particular issuer. Also, as noted earlier,
the Fund is managed within certain limitations that restrict the amount of the
Fund's investment in any single issuer.

CONSIDERATIONS REGARDING INVESTMENTS IN COLORADO OBLIGATIONS. Because the Fund
will be highly concentrated in the securities of Colorado State and municipal
issuers, the Fund will not

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<PAGE>

be diversified. Investment in a non-diversified fund could, therefore, entail
greater risks than investment in a "diversified" fund, including a risk of
greater fluctuations in yield and share price. There are risks to investment in
the Fund posed by the economic strength of and pending legal actions against,
the State of Colorado. It is not currently possible to assess the impact of
such economic factors and cases or current legislation and policies on the
long-term ability of Colorado state and municipal issuers to pay interest or
repay principal on their obligations

The value of the Colorado Obligations in which the Fund invests will fluctuate
depending in large part on changes in prevailing interest rates. If the
prevailing interest rates go up after the Fund buys Colorado Obligations, the
value of these obligations will normally go down; if these rates go down, the
value of these obligations will normally go up. Changes in value and yield
based on changes in prevailing interest rates may have different effects on
short-term Colorado Obligations than on long-term obligations. Long-term
obligations (which often have higher yields) may fluctuate in value more than
short-term ones. For this reason, the Fund may, to achieve a defensive
position, shorten the average maturity of its portfolio.

The following is a discussion of the general factors that might influence the
ability of Colorado issuers to repay principal and interest when due on the
Colorado Obligations contained in the portfolio of the Fund. Such information
is derived from sources that are generally available to investors and is
believed by the Fund to be accurate, but has not been independently verified and
may not be complete.

Because of limitations contained in the state constitution, the State of
Colorado issues no general obligation bonds secured by the full faith and credit
of the state. Several agencies and instrumentalities of state government are
authorized by statute to issue bonds secured by revenues from specific projects
and activities. Additionally, the state currently is authorized to issue
short-term revenue anticipation notes.

There are approximately 2,000 units of local government in Colorado, including
counties, statutory cities and towns, home-rule cities and counties, school
districts and a variety of water, irrigation, and other special districts and
special improvement districts, all with various constitutional and statutory
authority to levy taxes and incur indebtedness. The major source of revenue for
funding such indebtedness is the ad valorem property tax, which presently is
levied and collected solely at the local level, although the state is also
authorized to levy such taxes. There is a statutory restriction on the amount
of annual increases in taxes that can be levied by the various taxing
jurisdictions in Colorado without electoral approval.

On November 3, 1992, an amendment to the Constitution of the State of Colorado
was approved and went into effect. In general, the effect of the amendment is
to limit the ability of the State and local governments to increase revenues and
expenditures, issue debt and enter into other financial obligations and raise
taxes. At the date of this Prospectus, it is not possible to predict how the
amendment will affect the various issuers of existing and future Colorado
Obligations, but in general it could reduce the tax coverage for Colorado
Obligations, limit the ability of municipalities to issue new obligations and
could impair the liquidity of Colorado Obligations. In addition, the various
provisions of the amendment may result in legislation and have resulted in
litigation that may have effects on Colorado Obligations that cannot now be

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<PAGE>

predicted. The principal provisions of the amendment and other matters relating
to it are summarized in the SAI.

Colorado's economy is diversified and the state has become the services center
for the Rocky Mountain region. The state's economy includes agriculture,
manufacturing (especially high technology activities), construction, tourism
(ski resorts and national parks) and mining (primarily oil production).
Colorado has recovered from economic difficulties experienced during the past
several years, which caused state government revenue shortfalls at that time.

Employment in Colorado is diversified among services, trade, government and
manufacturing. Employment growth in Colorado has exceeded that of the United
States as a whole since 1989.

It can be expected that federal deficit reduction measures will have significant
direct and indirect impact on the economy of that state as a whole and on
specific localities with a large presence of federal activity. As a result of
all these factors, there can be no assurance that further economic difficulties
and their impact on state and local government finances will not adversely
affect the market value of the Colorado Obligations held by the Fund or the
ability of the respective obligors to pay debt service on certain of such
obligations. Obligations of non-Colorado issuers are subject to the risks of
general economic and other factors affecting those issuers.

OTHER INFORMATION

CAPITALIZATION

Financial Investors Trust was organized as a Delaware business trust on November
30, 1993 and currently consists of five separately managed portfolios. The Board
of Trustees may establish additional portfolios in the future. The
capitalization of the Funds consists solely of an unlimited number of shares of
beneficial interest with a par value of $0.001 each. When issued, shares of the
Funds are fully paid, non-assessable and freely transferable.

VOTING

Shareholders have the right to vote in the election of Trustees and on any and
all matters on which, by law or under the provisions of the Declaration of
Trust, they may be entitled to vote. The Fund is not required to hold regular
annual meetings of shareholders and do not intend to do so.

The Declaration of Trust provides that the holders of not less than two-thirds
of the outstanding shares of the Fund may remove a person serving as Trustee
either by declaration in writing or at a meeting called for such purpose. The
Trustees are required to call a meeting for the purpose of considering the
removal of a person serving as Trustee if requested in writing to do so by the
holders of not less than 10% of the outstanding shares of the Fund and in
connection with such meeting to comply with the shareholders' communications
provisions of Section 16(c) of the Act. See "OTHER INFORMATION - Voting Rights"
in the SAI.

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<PAGE>

Shares entitle their holders to one vote per share (with proportionate voting
for fractional shares). As used in the Prospectus, the phrase "vote of a
majority of the outstanding shares" of the Fund means the vote of the lesser
of: (1) 67% of the shares of a Fund present at a meeting if the holders of more
than 50% of the outstanding shares are present in person or by proxy; or (2)
more than 50% of the outstanding shares of a Fund .

PERFORMANCE INFORMATION

The Fund may, from time to time, include its yield, taxable equivalent yield and
total return in advertisements or reports to shareholders or prospective
investors. The methods used to calculate the yield, taxable equivalent yield
and total return of the Fund are mandated by the SEC.

Quotations of "yield" for the Fund will be based on the investment income per
share during a particular 30-day (or one month) period (including dividends and
interest), less expenses accrued during the period ("net investment income"),
and will be computed by dividing net investment income by the maximum public
offering price per share on the last day of the period.

Quotations of yield and effective yield reflect only the Fund's performance
during the particular period on which the calculations are based. Yield and
effective yield for the Fund will vary based on changes in market conditions,
the level of interest rates and the level of the Fund's expenses, and no
reported performance figure should be considered an indication of performance
which may be expected in the future.

Quotations of average annual total return for the Fund will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in the Fund over periods of 1, 5 and 10 years (up to the life of the
Fund), reflect the deduction of a proportional share of Fund expenses (on an
annual basis), and assume that all dividends and distributions are reinvested
when paid.

Performance information for the Fund may be compared to various unmanaged
indices, such as those indices prepared by Lipper Analytical Services,
Morningstar, and other entities or organizations which track the performance of
investment companies. Any performance information should be considered in light
of the Fund's investment objectives and policies, characteristics and quality of
the Fund and the market conditions during the time period indicated, and should
not be considered to be representative of what may be achieved in the future.
For a description of the methods used to determine yield and total return for
Fund, see the SAI.

The Colorado Quality Tax-Exempt Fund may also advertise its "taxable equivalent
yield." Taxable equivalent yield is the yield that an investment, subject to
both Federal and Colorado personal income taxes, would need to earn in order to
equal, on an after-tax basis, the yield on an investment exempt from such taxes
(normally calculated assuming the maximum combined Federal and Colorado marginal
tax rate). A taxable equivalent yield quotation for a Fund will be higher than
the yield or the effective yield quotations for a Fund.

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<PAGE>

The Fund commenced operations on February ___, 1998 subsequent to the
transfer of assets by an unregistered commingled fund to the Fund in exchange
for shares of such Fund. The Fund will employ substantially similar
investment objectives, policies and strategies as those employed by the
Adviser with respect to the predecessor unregistered commingled fund. The
Fund's portfolio of investments on February ___, 1998 was the same as the
portfolio of the corresponding unregistered commingled fund immediately prior
to the transfer. The commingled fund performance is not necessarily
representative of the past performance of the portfolio managers acting
individually or as a team.

The commingled fund was not a registered investment company as it was exempt
from registration under the Investment Company Act of 1940, as amended.
Since, in a practical sense the commingled fund constitutes the "predecessor"
of the Fund, the Trust calculates the performance of the Fund for periods
commencing prior to the transfer of the commingled assets to the Fund by
including the corresponding commingled fund total return adjusted to reflect
the deduction of fees and expenses applicable to the Fund as stated in the
Fee Table of this Prospectus (i.e., adjusted to reflect anticipated expenses,
net of management fee waivers).

The quoted performance data includes the performance of the commingled fund for
periods before the Trust's Registration Statement became effective. As noted
above, the commingled fund was not registered under the 1940 Act and thus not
subject to certain investment restrictions that are imposed by the 1940 Act and
the Internal Revenue Code. If the commingled fund had been registered under the
1940 Act, the commingled fund performance might have been adversely affected.

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<PAGE>

Year(1) Assets Included in Adviser's Municipal Lipper Intermediate
- ------------- Adviser's Municipal Performance(2) Municipal Index (Lehman
Performance ------------------- Index Prior to 1991)(3)
------------------- ------------------
1976(4) $249,464 5.18%
1977 $262,787 7.77% Index Not
1978 $833,728 -1.08% Available
1979 $854,732 -3.37% Until 1979
1980 $790,883 -18.95% -8.90%
1981 $725,230 -9.79% -10.20%
1982 $3,469,564 31.41% 40.90%
1983 $5,126,081 5.72% 8.10%
1984 $6,702,900 8.92% 10.60%
1985 $11,636,383 24.00% 20.00%
1986 $18,092,331 21.18% 19.30%
1987 $18,170,711 -3.64% 1.50%
1988 $19,711,632 12.84% 10.20%
1989 $19,893,827 14.19% 10.80%
1990 $20,173,419 5.94% 7.60%
1991 $21,055,078 11.84% 10.80%
1992 $21,624,650 8.68% 7.50%
1993 $23,382,449 10.68% 9.90%
1994 $23,906,936 -2.79% -3.50%
1995 $27,173,100 11.68% 11.90%
1996 $25,234,140 4.43% 2.90%
1997 $25,449,194 5.27% 4.90%

For 5 Years Ended 1997 6.48%

For 10 Years Ended l997 8.56%

Since Inception (August 31, 1976) 6.52% NA

(1) All periods are ended December 31, except 1997 which is through October 31.
(2) Annual total return is represented for each year and compounded annual
return is presented for each period, net of expenses. The performance has
been restated to reflect a total expense ratio of .45% which is the expense
ratio that the Fund is expected to incur during the current fiscal year and
which reflects a management fee of .50% of net assets. The total expense
ratio reflects voluntary fee waivers and/or expense reimbursements. These
waivers and/or reimbursements may be modified or terminated at any time.
(3) For comparison, the Lehman Municipal Index of municipal bonds has a
maturity and duration which approximated the predecessor commingled fund
during the 1980s. Because the average maturity of the predecessor commingled
fund was actively decreased during the 1980s, the appropriate benchmark was
changed to the Lipper Intermediate Municipal Bond Index (a more comparable
maturity and duration) after 1991 and then linked with the prior Lehman
Index returns.
(4) Data for the period August 31, 1976 to December 31, 1976.

ACCOUNT SERVICES

All transactions in shares of the Fund will be reflected in a monthly statement
for each shareholder. In those cases where another organization or its nominee
is the shareholder of record of shares purchased for its customer, the Fund has
been advised that the statement may be transmitted to the customer at the
discretion of such organization.

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<PAGE>

ALPS acts as the Fund's transfer agent. The Fund compensates ALPS, pursuant to
a Services Agreement, for providing personnel and facilities to perform dividend
disbursing and transfer agency-related services for the Fund.

SHAREHOLDER INQUIRIES

All shareholder inquiries should be directed to the Fund at 370 17th Street,
Suite 3100, Denver, CO 80202.

General and Account Information: (800) ___-____.

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<PAGE>

APPENDIX
KEY TO MOODY'S BOND RATINGS

Aa Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are
generally known as high grade bonds. They are rated lower than the
best bonds because margins of protection may not be as large as in Aaa
securities or fluctuation of protective elements may be of greater
amplitude or there may be other elements present that make the
long-term risks appear somewhat larger than in Aaa securities.

A Bonds that are rated A 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 that suggest a susceptibility to impairment
some time in the future.

Baa Bonds that are rated Baa are judged to have speculative elements;
their future cannot be considered as well assured. Often the
protection of interest and principal payments may be very moderate,
and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this
class.

Ba Bonds that are rated Ba are considered as 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.

B Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of
time may be small.

Caa Bonds that are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca Bonds that are rated Ca represent obligations that are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

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<PAGE>

C Bonds that are rated C are 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.

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<PAGE>

APPENDIX (Cont'd)
KEY TO S & P's BOND RATINGS

AAA Debt rated "AAA" has the highest rating assigned by Standard & Poor's
Capacity to pay interest and repay principal is extremely strong.
AA Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small
degree.
A Debt rated "A" has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB Debt rated "BBB" is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher
rated categories.
BB Debt rated "BB" has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which
could lead to inadequate capacity to meet timely interest and
principal payments. The "BB" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied
"BBB-" rating.
B Debt rated "B" has greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The "B"
rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied "BB-" rating.
CCC Debt rated "CCC" has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial and
economic conditions to meet timely payment of interest and repayment
of principal. In the event of adverse business, financial or economic
conditions, it is not likely to have the capacity to pay interest and
repay principal. The "CCC" rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied "B"
or "B-" rating.
CC The rating "CC" typically is applied to debt subordinated to senior
debt that is assigned an actual or implied "CCC" rating.
C The rating "C" typically is applied to debt subordinated to senior
debt which is assigned an actual or implied "CCC-" debt rating. The
"C" rating may be used to cover a situation where a bankruptcy
petition has been filed, but debt service payments are continued.
CI The rating "CI" is reserved for income bonds on which no interest is
being paid.

D Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date
due even if the applicable grace period has not expired, unless S&P
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 if debt service payments are jeopardized.

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<PAGE>

INVESTMENT ADVISER

Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc.
1380 Lawrence St.
Suite 1050
Denver, CO. 80204

ADMINISTRATOR, DISTRIBUTOR AND TRANSFER AGENT
ALPS Mutual Funds Services, Inc.
370 17th Street, Suite 3100
Denver, CO 80202

CUSTODIAN
Fifth Third Bank, N.A.

INDEPENDENT ACCOUNTANTS
Deloitte & Touche

FOR MORE INFORMATION CALL

THESE FUNDS ARE NOT INSURED BY TEMPEST, ISENHART, THE FDIC OR ANY
OTHER INSURER.

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<PAGE>

ARISTATA QUALITY BOND FUND
370 17th Street
Suite 3100
Denver, CO 80202
General & Account Information: (800) ___-____

TEMPEST, ISENHART, CHAFEE, LANSDOWNE & ASSOC., Inc.
Investment Adviser ("Tempest, Isenhart" or the "Adviser")
ALPS MUTUAL FUND SERVICES, INC.
Administrator, Distributor and Sponsor ("ALPS" or the "Distributor")

This prospectus describes the Aristata Quality Bond Fund (the "Fund"), managed
by Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc., a Colorado corporation.
The Fund is a diversified series of Financial Investors Trust (the "Trust"), a
Delaware business trust and registered open-end management investment company.
The Fund's investment objective is to seek to provide as high a level of current
income as is consistent with the preservation of capital. Shares of the Fund
are sold to the public by the Distributor as an investment vehicle for
individuals, institutions, corporations and fiduciaries. Investments in shares
of the Fund involve risk, including possible loss of principal. The net asset
value of a share of the Fund will fluctuate as market conditions change.