<PAGE>
ARISTATA MUTUAL FUNDS
EQUITY FUND
Supplement Dated July 1, 1999
The following information supplements and should be read in conjunction
with the information provided in the Fund's Prospectus dated August 28, 1998.
The Fund's Adviser--Tempest, Isenhart, Chafee, Landsdowne, & Assoc.,
Inc.--has notified the Board of Trustees of its intent to increase the limit
on total fund expenses from 0.95% to 1.05%, effective September 1, 1999.
Based on the change described above, the following data shall be inserted
in lieu of the table under the section, "FUND EXPENSES -- FEE TABLE -- ANNUAL
FUND OPERATING EXPENSES":
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after waivers)* 0.73%
12b-1 Fees None
Other Expenses 0.32%
------
Total Portfolio Operating Expenses (after waivers and
reimbursements)* 1.05%
------
</TABLE>
The following data shall be inserted in lieu of the table under the
section, "FUND EXPENSES--FEE TABLE--EXAMPLE":
<TABLE>
<S> <C>
1 year $11
3 years $33
5 years $58
10 years $128
</TABLE>
<PAGE>
ARISTATA MUTUAL FUNDS
QUALITY BOND FUND
Supplement Dated July 1, 1999
The following information supplements and should be read in conjunction
with the information provided in the Fund's Prospectus dated August 28, 1998.
The Fund's Adviser--Tempest, Isenhart, Chafee, Landsdowne, & Assoc.,
Inc.--has notified the Board of Trustees of its intent to increase the limit
on total fund expenses from 0.65% to 0.70%, effective September 1, 1999.
Based on the change described above, the following data shall be inserted
in lieu of the table under the section, "FUND EXPENSES--FEE--TABLE ANNUAL
FUND OPERATING EXPENSES":
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after waivers)* 0.37%
12b-1 Fees None
Other Expenses 0.33%
------
Total Portfolio Operating Expenses (after waivers and
reimbursements)* 0.70%
------
</TABLE>
The following data shall be inserted in lieu of the table under the
section, "FUND EXPENSES--FEE TABLE--EXAMPLE":
<TABLE>
<S> <C>
1 year $7
3 years $22
5 years $39
10 years $87
</TABLE>
<PAGE>
ARISTATA MUTUAL FUNDS
COLORADO QUALITY TAX-EXEMPT FUND
Supplement Dated July 1, 1999
The following information supplements and should be read in conjunction
with the information provided in the Fund's Prospectus dated August 28, 1998.
The Fund's Adviser--Tempest, Isenhart, Chafee, Landsdowne, & Assoc.,
Inc.--has notified the Board of Trustees of its intent to increase the limit
on total fund expenses from 0.45% to 0.50%, effective September 1, 1999.
Based on the change described above, the following data shall be inserted
in lieu of the table under the section, "FUND EXPENSES--FEE TABLE--ANNUAL
FUND OPERATING EXPENSES":
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after waivers)* 0.08%
12b-1 Fees None
Other Expenses 0.42%
-----
Total Portfolio Operating Expenses (after waivers and
reimbursements)* 0.50%
-----
</TABLE>
The following data shall be inserted in lieu of the table under the
section, "FUND EXPENSES--FEE TABLE--EXAMPLE":
<TABLE>
<S> <C>
1 year $5
3 years $16
5 years $28
10 years $63
</TABLE>
