FINANCIAL INVESTORS TRUST
485BPOS, 1999-08-27
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<PAGE>
    As filed with the Securities and Exchange Commission on August 27, 1999
                                                            ---------------
                                              1933 Act Registration No. 33-72424
                                              1940 Act Registration No. 811-8194

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                       x
                                                                              -
         Pre-Effective Amendment No. __                                       _
         Post-Effective Amendment No. 13                                      x
                                      ---                                     -

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940               x
                                                                              -
         Amendment No. 15                                                     x
                                                                              -
                        (Check appropriate box or boxes.)

                            FINANCIAL INVESTORS TRUST
                            -------------------------
               (Exact name of Registrant as Specified in Charter)

                           370 17th Street, Suite 3100
                                Denver, CO 80202
                                ----------------
               (Address of principal executive offices) (Zip Code)

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

                           Russell C. Burk, Secretary
                            Financial Investors Trust
                           370 17th Street, Suite 3100
                                Denver, CO 80202
                                ----------------
                     (Name and Address of Agent of Service)

                                    Copy to:

                              Lester Woodward, Esq.
                           Davis, Graham & Stubbs LLP
                           370 17th Street, Suite 4700
                                Denver, CO 80202

Approximate Date of Proposed Public Offering:    As soon as practicable after
                                                 the effective date of this
                                                 Amendment

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

x      immediately upon filing pursuant to paragraph (b)
- -
       on (date) pursuant to paragraph (b)
- -
       60 days after filing pursuant to paragraph (a) (1)
- -
       on ____________, pursuant to paragraph (a) (1)
- -
       75 days after filing pursuant to paragraph (a) (2)
- -
       on (date) pursuant to paragraph (a) (2)
- -

If appropriate, check the following box:

       This post-effective amendment designates a new effective date for a
- -      previously filed post-effective amendment.

Title of Securities Being Registered: Shares of Beneficial Interest

Registrant registered an indefinite number of shares pursuant to regulation
24f-2 under the Investment Company Act of 1940 on July 30, 1998.
<PAGE>

[GRAPHIC] FINANCIAL
          INVESTORS
          TRUST





               -------------------------------------------------
                               U.S. TREASURY
                             MONEY MARKET FUND
               -------------------------------------------------




                                PROSPECTUS
                              AUGUST 27, 1999






                                        GE INVESTMENTS
                                        --------------
                                        THE INVESTMENT MANAGEMENT ARM OF GE
                                        INVESTMENT ADVISOR


             AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION
             HAS NOT APPROVED OR DISAPPROVED THESE FUNDS' SHARES OR DETERMINED
             WHETHER THE INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE.
             ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.

<PAGE>

- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                  <C>
Investment Objective and Primary Risks........................................1

Performance...................................................................2

Fees and Expenses of the Fund.................................................3

Investment Details............................................................4

Who Manages the Fund?.........................................................4

How Do I Invest in the Fund?..................................................5

Financial Highlights..........................................................8

Additional Information about the Fund................................Back Cover
</TABLE>
- --------------------------------------------------------------------------------



No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

- --------------------------------------------------------------------------------
                     INVESTMENT OBJECTIVE AND PRIMARY RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the U.S. Treasury Money
Market Fund (the "Fund") is to seek as high a level of current income as is
consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- The Fund invests exclusively in U.S. Treasury
bills, notes and other direct obligations of the U.S. Treasury and repurchase
agreements collateralized to 102% by U.S. Treasury obligations. The Fund is
required to maintain a dollar-weighted average portfolio maturity of 90 days or
less and seeks to maintain its net asset value per share at $1.00 for purposes
of purchases and redemptions.

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

                                 FUND FACTS

          GOAL: To provide investors with a high level of current
          income while seeking to preserve principal.

          PRINCIPAL INVESTMENTS:
          - U.S. Treasury Obligations
          - Repurchase Agreements

          INVESTMENT ADVISER (THE "ADVISER"):
          - General Electric Investment Management,
            Inc. ("GEIM")

          DISTRIBUTOR:
          - ALPS Mutual Funds Services, Inc. ("ALPS")

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER
SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.


     SHOULD I INVEST IN THE U.S. TREASURY MONEY MARKET FUND?

     The Fund primarily is intended for municipal investors, including
     municipalities, counties, and state agencies, as well as institutional
     investors such as broker/dealers, corporations, investment advisers, credit
     unions, banks, and other financial institutions.


[GRAPHIC] -------------------------------------------------------------------- 1
<PAGE>

- --------------------------------------------------------------------------------
                                  PERFORMANCE
- --------------------------------------------------------------------------------

The following information illustrates the changes in the Fund's performance from
year to year. Returns are based on past results and are not an indication of
future performance.

                            YEAR-BY-YEAR TOTAL RETURN

[CHART]

<TABLE>
<S>          <C>
12/31/95     5.68%
12/31/96     5.17%
12/31/97     5.29%
12/31/98     5.15%
</TABLE>

During the periods shown in the chart for the Fund, the highest return for a
quarter was 1.42% (quarter ending June 30, 1995), and the lowest return for a
quarter was 1.02% (quarter ending September 30, 1994). The Fund's year-to-date
return for the period ended June 30, 1999 was 2.16%.


                          AVERAGE ANNUAL TOTAL RETURNS
                     (for the period ended December 31, 1998)

<TABLE>
<CAPTION>
                                         INCEPTION        1         SINCE
                                            DATE         YEAR     INCEPTION
<S>                                     <C>              <C>      <C>
- --------------------------------------------------------------------------------
U.S. TREASURY MONEY MARKET FUND         MAY 25, 1994     5.15%      5.20%
</TABLE>


2 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- --------------------------------------------------------------------------------
                           FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
               --------------------------------------------------
               SHAREHOLDER FEES
               (fees paid directly from your investment)
               --------------------------------------------------
               <S>                                           <C>
               Maximum Sales Load                            None

               Maximum Deferred Sales Charge                 None

               Redemption                                    None

               Exchange                                      None
</TABLE>

<TABLE>
<CAPTION>
               --------------------------------------------------

                        ANNUAL FUND OPERATING EXPENSES
                            (paid from Fund assets)

               --------------------------------------------------
               <S>                                       <C>
               Management Fees                            0.05%
               --------------------------------------------------
               Distribution (12b-1) Fees                  None
               --------------------------------------------------
               Other Expenses                             0.52%
               --------------------------------------------------
               Total Annual Fund Operating
               Expenses                                   0.57%
               --------------------------------------------------
               Fee Waiver                                (0.24)%*
               --------------------------------------------------
               Net Annual Fund Operating Expenses         0.33%
               --------------------------------------------------
</TABLE>
               * The amount for "Other Expenses" includes
               administration fees payable to ALPS.  ALPS has
               contractually agreed to waive a portion of the
               administration fees that it is entitled to
               receive, and/or assume a portion of Fund expenses,
               until at least April 30, 2000.  As a result, Net
               Annual Fund Operating Expenses for the Fund will
               be no more than 0.33% for that period.  You
               will be notified if these waivers are discontinued
               after that date resulting in a material change to
               the expense ratio.
               --------------------------------------------------

EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that the Fund returns 5% each year. After one year, the example
does not take into consideration ALPS' agreement to waive fees. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

<TABLE>
<CAPTION>
                                    ONE        THREE       FIVE       TEN
                                   YEAR        YEARS      YEARS      YEARS
<S>                                <C>         <C>        <C>        <C>
- --------------------------------------------------------------------------------
U.S. TREASURY MONEY MARKET FUND    $34         $158       $294       $690
</TABLE>


[GRAPHIC] -------------------------------------------------------------------- 3

<PAGE>

- --------------------------------------------------------------------------------
                               INVESTMENT DETAILS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Fund is to seek as high
a level of current income as is consistent with preservation of capital and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- The Fund invests exclusively in U.S. Treasury
bills, notes and other direct obligations of the U.S. Treasury and repurchase
agreements collateralized to 102% by U.S. Treasury obligations. The Fund is
required to maintain a dollar-weighted average portfolio maturity of 90 days or
less and seeks to maintain its net asset value per share at $1.00 for purposes
of purchases and redemptions.

The Fund's average weighted maturity will not exceed 90 days, and its yield will
fluctuate with changes in short-term interest rates. Also, the securities held
by the Fund will, at the time of purchase, have remaining maturities of 13
months or less.

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:

- - U.S. TREASURY OBLIGATIONS:  U.S. Treasury Obligations such as U.S.
Treasury bills and notes, are debt obligations issued or guaranteed by the
U.S. Treasury.  U.S. Treasury Obligations are backed by the full faith and
credit of the United States.

- - REPURCHASE AGREEMENTS: Repurchase agreements involve the purchase of a
security by a purchaser and a simultaneous agreement by the seller (generally a
bank or dealer) to repurchase the security from the purchaser at a specified
date or on demand. This technique offers a method of earning income on idle
cash.

The Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.

YEAR 2000 RISK -- The Fund could be adversely affected if the computer systems
used by the Fund and the Fund's other service providers do not properly process
and calculate date-related information on or after January 1, 2000. We are
working to avoid Year 2000-related problems in our systems and to obtain
assurances from other service providers that they are taking similar steps. In
addition, issuers of securities in which the Fund invests may be adversely
affected by Year 2000-related problems. This could have an impact on the value
of the Fund's investments and the Fund's share price.

- --------------------------------------------------------------------------------
                             WHO MANAGES THE FUND?
- --------------------------------------------------------------------------------

The Adviser is a wholly-owned subsidiary of General Electric Company ("GE"). The
principal address of the Adviser is 3003 Summer Street, Stamford, CT 06905.
Through GEIM and General Electric Investment Corporation ("GEIC"), an affiliated
company of GEIM, wholly owned by GE, and their predecessors, GE has more than 70
years of investment management experience. GEIM and GEIC collectively provide
investment management services to various institutional accounts with total
assets as of June 30, 1998 of approximately $69 billion, of which approximately
$1.7 billion was invested in money market funds.

Pursuant to the Investment Advisory Agreement, the Adviser has agreed to provide
a continuous investment program for the Fund, including investment research and
management with respect to the assets of the Fund. GEIM is entitled to receive
management fees of 0.05% on the first $500 million of average net assets of the
Fund, 0.075% on the next $500 million and 0.10% on average net assets in excess
of $1 billion but not exceeding $1.5 billion and 0.15% on average net assets in
excess of $1.5 billion. During the fiscal year ended April 30, 1999, the Fund
paid the Adviser 0.05% of average net assets of the Fund in advisory fees.


4 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

ADMINISTRATIVE SERVICES AGREEMENT

The Trustees have entered into an administrative services agreement with ALPS.
Under the administrative services agreement, ALPS provides the Fund with certain
administrative and clerical services, including, but not limited to: preparing
the Fund's semi-annual reports; coordinating the preparation of the Fund's
Federal and state tax returns; monitoring the Fund's compliance with its
investment restrictions and policies; and generally assisting in the operation
of the Fund. In addition, under the administrative services agreement ALPS also,
among other things, performs fund accounting and transfer agency services, and
pays the costs of the Fund's custodian and external auditors. Pursuant to the
administrative services agreement, ALPS receives a fee from the Fund that is
computed daily and paid monthly at the following annual rates: the greater of
$600,000 or 0.26% of average daily net assets of the Fund up to $500 million;
0.24% of average daily net assets of the Fund in excess of $500 million up to $1
billion; and 0.22% of the average daily net assets of the Fund that exceed $1
billion.

ALPS has agreed to voluntarily waive a portion of the administration fees that
it is entitled to receive from the Fund and to assume a portion of the expenses
of the Fund until at least April 30, 2000. More particularly, ALPS has
voluntarily agreed to waive a portion of the administration fees that it is
entitled to receive under the administrative services agreement with the Fund ,
and/or assume a portion of Fund expenses, to the extent necessary for the Fund
to maintain an expense ratio that does not exceed 0.33% of the average net
assets of the Fund.

During the fiscal year ended April 30, 1999, ALPS earned administration fees of
$603,289 before waiving fees of $318,834.

- --------------------------------------------------------------------------------
                          HOW DO I INVEST IN THE FUND?
- --------------------------------------------------------------------------------

HOW ARE INVESTMENTS MADE?

As described below, shares of the Fund may be purchased through ALPS. Shares of
the Fund may be purchased using the Federal Reserve Wire System ("Federal
Funds") or by check or money order. Your check or money order must be payable in
U.S. dollars to the Fund and be drawn on a bank located within the U.S.

Federal Funds should be wired to:

     State Street Bank & Trust Co.
     ABA# 011000028
     U.S. Treasury Money Market Fund
     Credit DDA# 22404081
     (Account Registration)
     (Account Number)

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. ALPS serves as
the Fund's Transfer Agent and ALPS maintains records of each shareholder's
holdings of Fund shares. Financial Investors Trust (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. Your completed application should be forwarded
to:

                           Financial Investors Trust
                          370 17th Street, Suite 3100
                                Denver, CO 80202

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 by the Fund in the proper form. If your purchase order is received in
proper order by the Fund by 5:00 p.m. Eastern Time, your order will be executed
that day.

MINIMUM PURCHASE AND ACCOUNT BALANCE REQUIREMENTS

The minimum initial investment in the Fund is $100,000 and additional
investments may be made in any amount. The minimum purchase requirements do not
apply to reinvested dividends. If your account balance falls below $25,000 due
to redemptions or exchanges, your account may be closed. In the event that your
account is closed, the Fund will wire the proceeds to the bank account of
record, or issue a check to the shareholder of record. The Fund will notify you
when your account balance has fallen below $25,000 and you will be given 30 days
to increase your investment above that amount.

HOW TO REDEEM FUND SHARES

You may redeem all or any part of the value of your account(s) on any day the
assets of the Fund are valued (a "Business Day"). You may redeem by mail,
telephone or facsimile if you have established those options with the


[GRAPHIC] -------------------------------------------------------------------- 5
<PAGE>

Fund. Redemption orders are processed at the net asset value per share next
determined after the Fund receives your order. If the Fund receives your
redemption order before 1:00 p.m. Eastern Time on a Business Day, the Fund
will generally pay for your redeemed shares on that day. Otherwise, the Fund
generally will pay for your redeemed shares on the next Business Day. The
Fund reserves the right to pay for redeemed shares within seven days after
receiving your redemption order if, in the judgment of the Adviser, an
earlier payment could adversely affect the Fund.

REGULAR REDEMPTIONS: You may redeem shares by sending a written request to
Financial Investors Trust, 370 17th Street, Suite 3100, Denver, CO 80202. You
must sign a redemption request. Your written redemption request must:

(i) state the number of shares to be redeemed; and
(ii) identify your shareholder account number.

EACH SIGNATURE MUST BE GUARANTEED BY EITHER A BANK THAT IS A MEMBER OF THE FDIC,
A TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL SECURITIES EXCHANGE OR OTHER
ELIGIBLE GUARANTOR INSTITUTION. THE FUND WILL NOT ACCEPT GUARANTEES FROM
NOTARIES PUBLIC. Guarantees must be signed by an authorized person at the
guarantor institution, and the words "Signature Guaranteed" must appear with the
signature. A redemption request will not be deemed to be properly received until
the Fund receives all required documents in proper form.

When the Fund wires your redemption proceeds, the wire must be paid to the same
bank and account as designated on the Fund's Account Application or in your
written instructions to the Fund. If your bank is not a member of the Federal
Reserve System, your redemption proceeds will be wired to a correspondent bank.
Immediate notification by the correspondent bank to your bank will be necessary
to avoid a delay in crediting the funds to your bank account.

BY TELEPHONE AND FACSIMILE: You may redeem shares by telephone or facsimile.
Shareholders must check the appropriate box on the Account Application to
activate facsimile and/or telephone redemption privileges. Shares may be
redeemed by telephoning the Fund at (800) 298-3442 (or sending a facsimile
transmission to the Fund at (303) 825-2575 and giving the account name, account
number, Personal Identification Number (PIN#), name of Fund and amount of
redemption). Proceeds from redemptions will be wired directly to your account at
a commercial bank within the United States.

In order to arrange for facsimile and/or telephone redemptions after you have
opened your account, or to change the bank account or address designated to
receive redemption proceeds, send a written request to the Fund at the address
listed under "REGULAR REDEMPTIONS." The request must be signed by you with the
signatures guaranteed as described above. The Trust may modify or terminate
procedures for redeeming shares by telephone but will not materially change or
terminate it without giving shareholders 60 days' written notice.

During periods of substantial economic or market change, telephone or facsimile
redemptions may be difficult to complete. If you are unable to contact the Fund
by telephone or facsimile, you may redeem your shares by mail as described above
under "REGULAR REDEMPTIONS."

By electing the facsimile and/or telephone redemption option, you may be giving
up a measure of security which you might have had if you were to redeem in
writing. The Trust will employ reasonable procedures to confirm that
instructions communicated by telephone or facsimile are genuine, such as
recording telephone calls, providing written confirmation of transactions, or
requiring a form of personal identification prior to acting on instructions
received by telephone or facsimile. To the extent the Trust does not employ
reasonable procedures, it and/or its service contractors may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Trust nor
ALPS will be liable for following instructions communicated by telephone or
facsimile that are reasonably believed to be genuine. Accordingly, you, as a
result of this policy, may bear the risk of fraudulent telephone or facsimile
redemption transactions.

CHECK REDEMPTION: You may write an unlimited number of checks drawn on your
account by either requesting the privilege on your account application or by
sending a written request to the Fund. In order to establish the checkwriting
option, you must manually sign a signature card that includes all authorized
individuals. Checks will be sent only to the registered owner(s) of the account
and only to the address of record. Checks may be made payable to the order of
any person. When a check is presented to the Transfer Agent for payment, the
Transfer Agent, as your agent, will cause the Fund to redeem a sufficient number
of your Fund shares to cover the amount of the check. Shares earn dividends
through the day the redemption is processed. There is no charge to you for the
use of the checks; however, the Transfer Agent will impose a charge for stopping
payment of a check upon your request, or if the Transfer Agent cannot honor a
check due to insufficient funds or other valid reasons. A request to reverse a
stop payment order must be received in writing.

Checks may not be written to redeem shares purchased by check until the date
that good funds are credited to the Fund's custodian by its correspondent bank.
If the amount of the check is greater than the value of the shares in your
account, the check will be returned marked "Insufficient Funds." Checks written
on amounts subject to the hold described above will be returned marked
"Uncollected." If your check does not clear, you will be responsible for any
loss the Fund, Custodian, or Transfer Agent may incur.


6 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

A check may not be used to close an account. Checkwriting is not available to
holders of shares in certificate form or if you are subject to Internal
Revenue Service backup withholding. It is also inadvisable for you to write a
check for an amount close to the total value of your account. The Trust
reserves the right to terminate or alter the checkwriting service at any time.

EXCHANGE OF FUND SHARES

You may sell your Fund shares and buy shares of the U.S. Government Money Market
Fund or the Prime Money Market Fund, other investment portfolios of the Trust,
in exchange by written request. There are no fees or commissions for exchanging
Fund shares. However, you must satisfy the minimum balance requirements of each
Fund that you are considering investing in. If you have established the
privilege on your Account Application, you may also initiate exchanges by
telephone or facsimile. Exchange requests should be directed to the Fund at
(800) 298-3442.

Exchange transactions must be for amounts of $1,000 or more. Exchanges may have
tax consequences, so you should consult your tax adviser for further
information. The Fund into which you want to exchange must be registered for
sale in your state. Prior to requesting an exchange of Fund shares you should
call the Fund at (800) 298-3442 to request a current prospectus for the Fund
which you want to exchange and you should read the prospectus carefully before
investing.

During periods of significant economic or market change, telephone or facsimile
exchanges may be difficult to complete. If you are unable to contact the Fund by
telephone or facsimile, you may also mail the exchange request to the Fund at
the address listed under "REGULAR REDEMPTIONS." Neither the Trust nor ALPS will
be responsible for the authenticity of exchange instructions received by
telephone or facsimile except as set forth under "HOW TO REDEEM FUND SHARES - BY
TELEPHONE AND FACSIMILE."

The Trust can provide you with information concerning certain limitations on the
exchange privilege, including those related to frequency. The Trust may modify
or terminate the exchange privilege but will not materially change or terminate
it without giving shareholders 60 days' written notice.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The share price for the Fund is determined by adding the
value of the Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of the Fund's shares
outstanding. The Fund normally calculates its NAV at 5:00 p.m. Eastern Time.

The Trustees have established procedures designed to maintain a stable net asset
value of $1.00 per share, to the extent reasonably possible. More particularly,
the Trustees have approved and adopted procedures under Rule 2a-7. Under
guidelines of Rule 2a-7, the Fund uses the amortized cost method to value its
portfolio securities. The amortized cost method involves valuing a security at
its cost and amortizing any discount or premium over the period of maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

While municipal investors are generally exempt from Federal income taxes, each
investor should independently ascertain its tax status. With respect to
investors who are not exempt from Federal income taxes, dividends derived from
net investment income and short term capital gains are taxable as ordinary
income distributions and are taxable when paid, whether investors receive
distributions in cash or reinvest them in additional shares, except that
distributions declared in December and paid in January are taxable as if paid on
December 31. The Fund will send to non-exempt investors an IRS Form 1099-DIV
showing their taxable distributions for the past calendar year.

The Fund has qualified and intends to continue to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). This qualification will relieve the Fund of liability for Federal
income taxes to the extent its earnings are distributed in accordance with the
Code and it meets other requirements for qualification as set forth in the Code.

The information above is only a summary of some of the federal tax consequences
generally affecting the Fund and its shareholders, and no attempt has been made
to discuss individual tax consequences. In addition to Federal taxes, investors
may be subject to state or local taxes on their investment. Investors should
consult their tax advisor to determine whether the Fund is suitable to their
particular tax situation.

When investors sign their account application, they will be asked to certify
that their social security or taxpayer identification number is correct and that
they are not subject to 31% backup withholding for failing to report income to
the IRS. If investors violate IRS regulations, the IRS can require the Fund to
withhold 31% of taxable distributions and redemptions.


[GRAPHIC] -------------------------------------------------------------------- 7
<PAGE>

The Fund declares dividends from net investment income daily and pays such
dividends monthly. The Fund intends to distribute substantially all of its net
investment income and capital gains, if any, to shareholders each calendar year
as well as on a fiscal year basis.

Since all of the Fund's net investment income is expected to be derived from
earned interest, it is anticipated that all dividends paid by the Fund will be
taxable as ordinary income to those shareholders who are not exempt from Federal
income taxes, and that no part of any distribution will be eligible for the
dividends received deduction for corporations.

- --------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
(800) 298-3442.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial
interest outstanding throughout the period indicated(1):
<TABLE>
<CAPTION>
                                                                         For the Period Ended April 30,

                                                   1999              1998             1997              1996           1995 (2)
                                              -------------------------------------------------------------------------------------
<S>                                              <C>                <C>              <C>               <C>             <C>
Net asset value - beginning of period              $1.00             $1.00            $1.00             $1.00            $1.00
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income                               0.05              0.05             0.05              0.05             0.04
- -----------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income               (0.05)            (0.05)           (0.05)            (0.05)           (0.04)
- -----------------------------------------------------------------------------------------------------------------------------------

Net asset value - end of period                    $1.00             $1.00            $1.00             $1.00            $1.00
- -----------------------------------------------------------------------------------------------------------------------------------

Total return                                        4.90%             5.30%            5.15%             5.44%            4.71%(3)
- -----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000)                  $90,862          $138,169          $167,692         $316,364          $109,055
- -----------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average net assets             0.33%             0.33%            0.30%             0.30%            0.50%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets                                4.83%             5.18%            5.02%             5.36%            4.87%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets
  without fee waivers                               0.57%             0.55%            0.67%             0.71%            1.32%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers            4.59%             4.96%            4.65%             4.95%            4.05%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The financial highlights prior to March 24, 1997 reflect the operations of
    the Fund while the Fund's investment adviser was FGIC Advisors, Inc. GEIM
    was approved as the Fund's investment adviser at a special meeting of the
    shareholders of the Fund on March 21, 1997.
(2) Operations commenced on May 25, 1994.
(3) Annualized


8 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund.  A
current SAI has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference.  For a copy of the SAI, write
or call the Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and
copied, upon payment of a duplicating fee, at the SEC's Public Reference Room
in Washington, D.C.  You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http://www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund.  For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information
about the Fund's investments.  The annual report contains a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during the last fiscal year.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
         TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
     REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION
     ABOUT THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO
      ALPS MUTUAL FUNDS SERVICES AT 370 17TH STREET, SUITE 3100, DENVER,
                 COLORADO 80202 OR CALL ALPS AT 1-800-298-3442.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                                              ---------------------------------
                                              ---------------------------------
                                              FINANCIAL INVESTORS TRUST
                                              FUNDS
GE INVESTMENTS
- -----------------------------------           - Are NOT insured by the FDIC, a
THE INVESTMENT MANAGEMENT ARM OF GE             bank or any agency of the U.S.
INVESTMENT ADVISOR                              Government.
                                              - Are NOT bank deposits or
                                                other obligations of or
                                                guaranteed by a bank.
[LOGO]                                        - Involve investment risks,
                                                including the possible loss of
                                                the principal amount invested.
SPONSOR AND DISTRIBUTOR                       ---------------------------------
                                              ---------------------------------

                                      Investment Company Act File No. 811-08194

<PAGE>

[GRAPHIC] FINANCIAL
          INVESTORS
          TRUST





               -------------------------------------------------
                              U.S. GOVERNMENT
                             MONEY MARKET FUND
               -------------------------------------------------




                                PROSPECTUS
                              AUGUST 27, 1999






                                        GE INVESTMENTS
                                        --------------
                                        THE INVESTMENT MANAGEMENT ARM OF GE
                                        INVESTMENT ADVISOR


AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THIS FUND'S SHARES OR DETERMINED WHETHER THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANYONE WHO TELLS YOU
OTHERWISE IS COMMITTING A CRIME.

<PAGE>

- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Investment Objective and Primary Risks........................................1

Performance...................................................................2

Fees and Expenses of the Fund.................................................3

Investment Details............................................................4

Who Manages the Fund?.........................................................5

How Do I Invest in the Fund?..................................................5

Financial Highlights..........................................................9

Additional Information about the Fund................................Back Cover
- -------------------------------------------------------------------------------
</TABLE>


No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

- -------------------------------------------------------------------------------
                 INVESTMENT OBJECTIVE AND PRIMARY RISKS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the U.S. Government Money
Market Fund (the "Fund") is to seek as high a level of current income as is
consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- The Fund invests exclusively in obligations
issued or guaranteed as to principal and interest by the U.S. Government and
repurchase agreements collateralized to 102% by U.S. Treasury obligations and
other direct obligations of the U.S. Government or its agencies. The Fund may
also invest in mortgage related securities issued by various government
agencies, such as the Government National Mortgage Association, and government
related organizations, such as the Federal National Mortgage Association. The
Fund is required to maintain a dollar-weighted average portfolio maturity of 90
days or less and seeks to maintain its net asset value per share at $1.00 for
purposes of purchases and redemptions.

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates
with the credit quality of the issuers of those securities. Credit risk relates
to the ability of the issuer to make payments of principal and interest when
due, including default risk.

- - PREPAYMENT RISK. This investment risk is primarily associated with
mortgage-backed securities. During a period of declining interest rates,
homeowners may refinance their high-rate mortgages and prepay the principal.
Cash from these prepayments flows through the prepay the mortgage-backed
securities, necessitating reinvestment in bonds with lower interest rates,
which may lower the return of the Fund.

                                 FUND FACTS

          GOAL: To provide investors with a high level of current
          income while seeking to preserve principal.

          PRINCIPAL INVESTMENTS:
          - U.S. Government Obligations
          - Mortgage-Related Securities
          - Repurchase Agreements

          INVESTMENT ADVISER (THE "ADVISER"):
          - General Electric Investment Management,
            Inc. ("GEIM")

          DISTRIBUTOR:
          - ALPS Mutual Funds Services, Inc. ("ALPS")

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER
SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.


     SHOULD I INVEST IN THE U.S. GOVERNMENT MONEY MARKET FUND?

     The Fund primarily is intended for municipal investors, including
     municipalities, counties, and state agencies, as well as institutional
     investors such as broker/dealers, corporations, investment advisers, credit
     unions, banks, and other financial institutions.

[GRAPHIC] --------------------------------------------------------------------1

<PAGE>

- -------------------------------------------------------------------------------
                                  PERFORMANCE
- -------------------------------------------------------------------------------

The following information illustrates the changes in the Fund's performance
from year to year. Returns are based on past results and are not an indication
of future performance.

                            YEAR-BY-YEAR TOTAL RETURN

[CHART]

<TABLE>
<S>          <C>
12/31/95     5.93%
12/31/96     5.08%
12/31/97     5.44%
12/31/98     5.39%
</TABLE>

During the periods shown in the chart for the Fund, the highest return for a
quarter was 1.62% (quarter ending June 30, 1995), and the lowest return for a
quarter was 0.97% (quarter ending September 30, 1994). The Fund's year-to-date
return for the period ended June 30, 1999 was 2.30%


                          AVERAGE ANNUAL TOTAL RETURNS
                     (for the period ended December 31, 1998)

<TABLE>
<CAPTION>
                                         INCEPTION        1         SINCE
                                            DATE         YEAR     INCEPTION
<S>                                     <C>              <C>      <C>
- --------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET FUND       June 7,1994      5.39%    5.26%
</TABLE>


2 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- --------------------------------------------------------------------------------
                           FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
               --------------------------------------------------
               SHAREHOLDER FEES
               (fees paid directly from your investment)
               --------------------------------------------------
               <S>                                           <C>
               Maximum Sales Load                            None

               Maximum Deferred Sales Charge                 None

               Redemption                                    None

               Exchange                                      None
</TABLE>

<TABLE>
<CAPTION>
               --------------------------------------------------

                        ANNUAL FUND OPERATING EXPENSES
                            (paid from Fund assets)

               --------------------------------------------------
               <S>                                       <C>
               Management Fees                            0.04%
               --------------------------------------------------
               Distribution (12b-1) Fees                   None
               --------------------------------------------------
               Other Expenses                             0.20%
               --------------------------------------------------
               Total Annual Fund Operating Expenses       0.24%
               --------------------------------------------------
               Fee Waiver                                (0.02)%*
               --------------------------------------------------
               Net Annual Fund Operating Expenses         0.22%
               --------------------------------------------------
</TABLE>
               * The amount for "Other Expenses" includes
               administration fees payable to ALPS.  ALPS has
               contractually agreed to waive a portion of the
               administration fees that it is entitled to
               receive, and/or assume a portion of Fund expenses,
               until at least April 30, 2000.  As a result, Net
               Annual Fund Operating Expenses for the Fund will
               be no more than 0.22% for that period. Currently,
               ALPS is waiving fees to the extent necessary to
               limit Net Annual Fund Operating Expenses to 0.20%.
               You will be notified if these waivers are discontinued
               after April 30, 2000 resulting in a material change
               to the expense ratio.
               --------------------------------------------------


EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that the Fund returns 5% each year. After one year, the example
does not take into consideration ALPS' agreement to waive fees. Although your
actual costs may be higher or lower, based on these assumptions your costs
would be:

<TABLE>
<CAPTION>
                                    ONE        THREE       FIVE       TEN
                                   YEAR        YEARS      YEARS      YEARS
<S>                                <C>         <C>        <C>        <C>
- --------------------------------------------------------------------------------
U.S. GOVERNMENT MONEY MARKET FUND  $23         $75        $133       $304
</TABLE>


[GRAPHIC] -------------------------------------------------------------------- 3

<PAGE>

- --------------------------------------------------------------------------------
                               INVESTMENT DETAILS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Fund is to seek as high
a level of current income as is consistent with preservation of capital and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- The Fund invests exclusively in obligations
issued or guaranteed as to principal and interest by the U.S. Government and
repurchase agreements collateralized to 102% by U.S. Treasury obligations and
other direct obligations of the U.S. Government or its agencies. The Fund may
also invest in mortgage related securities issued by various government
agencies, such as the Government National Mortgage Association, and government
related organizations, such as the Federal National Mortgage Association. The
Fund is required to maintain a dollar-weighted average portfolio maturity of 90
days or less and seeks to maintain its net asset value per share at $1.00 for
purposes of purchases and redemptions.

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates
with the credit quality of the issuers of those securities. Credit risk
relates to the ability of the issuer to make payments of principal and
interest when due, including default risk.

- - PREPAYMENT RISK. This investment risk is primarily associated with
mortgage-backed securities. During a period of declining interest rates,
homeowners may refinance their high-rate mortgages and prepay the principal.
Cash from these prepayments flows through the prepay the mortgage-backed
securities, necessitating reinvestment in bonds with lower interest rates,
which may lower the return of the Fund.

The Fund's average weighted maturity will not exceed 90 days, and its yield
will fluctuate with changes in short-term interest rates. Also, the securities
held by the Fund will, at the time of purchase, have remaining maturities of 13
months or less. In selecting securities, the Adviser examines the relationships
among yields on various types and maturities of money market securities in the
context of their outlook for interest rates. For example, mortgage related
securities often offer a yield advantage over Treasury bills. And if rates are
expected to fall, longer-maturities may be purchased, which typically have
higher yields than shorter maturities, to try to preserve the fund's income
level. Conversely, shorter maturities may be favored if rates are expected to
rise.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:

- - U.S. GOVERNMENT SECURITIES: U.S. government securities are debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. government. Not all U.S. government securities are backed by the full
faith and credit of the United States. For example, obligations issued by the
Federal Farm Credit Bank or by the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances. There is no guarantee that the government will support
these types of obligations, and, therefore, they involve more risk than other
government obligations.

- - MORTGAGE-RELATED SECURITIES: Mortgage related securities or mortgage-backed
securities represent direct or indirect participations in, or are
collateralized by and payable from, mortgage loans secured by real property.
Mortgage-backed securities can be backed by either fixed rate mortgage loans
or adjustable rate mortgage loans, and may be issued by either a governmental
or non-governmental entity.

- - REPURCHASE AGREEMENTS: Repurchase agreements involve the purchase of a
security by a purchaser and a simultaneous agreement by the seller (generally a
bank or dealer) to repurchase the security from the purchaser at a specified
date or on demand. This technique offers a method of earning income on idle
cash.

The Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.


4 --------------------------------------------------------------------[GRAPHIC]

<PAGE>

YEAR 2000 RISK -- The Fund could be adversely affected if the computer systems
used by the Fund and the Fund's other service providers do not properly process
and calculate date-related information on or after January 1, 2000. We are
working to avoid Year 2000-related problems in our systems and to obtain
assurances from other service providers that they are taking similar steps. In
addition, issuers of securities in which the Fund invests may be adversely
affected by Year 2000-related problems. This could have an impact on the value
of the Fund's investments and the Fund's share price.

- --------------------------------------------------------------------------------
                             WHO MANAGES THE FUND?
- -------------------------------------------------------------------------------

The Adviser is a wholly-owned subsidiary of General Electric Company ("GE").
The principal address of the Adviser is 3003 Summer Street, Stamford, CT 06905.
Through GEIM and General Electric Investment Corporation ("GEIC"), an
affiliated company of GEIM, wholly owned by GE, and their predecessors, GE has
more than 70 years of investment management experience. GEIM and GEIC
collectively provide investment management services to various institutional
accounts with total assets as of June 30, 1998 of approximately $69 billion, of
which approximately $1.7 billion was invested in money market funds.

Pursuant to the Investment Advisory Agreement, the Adviser has agreed to
provide a continuous investment program for the Fund, including investment
research and management with respect to the assets of the Fund. GEIM is
entitled to receive management fees of 0.04% on the first $500 million of
average net assets of the Fund, 0.06% on the next $500 million and 0.08% on
average net assets in excess of $1 billion. During the fiscal year ended April
30, 1999, the Fund paid the Adviser 0.04% of average net assets of the Fund in
advisory fees.

ADMINISTRATIVE SERVICES AGREEMENT

The Trustees have entered into an administrative services agreement with ALPS.
Under the administrative services agreement, ALPS provides the Fund with
certain administrative and clerical services, including, but not limited to:
preparing the Fund's semi-annual reports; coordinating the preparation of the
Fund's Federal and state tax returns; monitoring the Fund's compliance with its
investment restrictions and policies; and generally assisting in the operation
of the Fund. In addition, under the administrative services agreement ALPS
also, among other things, performs fund accounting and transfer agency
services, and pays the costs of the Fund's custodian and external auditors.
Pursuant to the administrative services agreement, ALPS is entitled to receive
a fee from the Fund that is computed daily and paid monthly at the following
annual rates: the greater of $360,000 or 0.16% of average daily net assets of
the Fund up to $500 million; 0.14% of average daily net assets of the Fund in
excess of $500 million up to $1 billion; and 0.12% of the average daily net
assets of the Fund that exceed $1 billion.

ALPS has contractually agreed to waive a portion of the administration fees
that it is entitled to receive from the Fund and to assume a portion of the
expenses of the Fund until at least April 30, 2000. More particularly, ALPS has
contractually agreed to waive a portion of the administration fees that it is
entitled to receive under the administrative services agreement with the Fund ,
and/or assume a portion of Fund expenses, to the extent necessary for the Fund
to maintain an expense ratio that does not exceed 0.22% of the average net
assets of the Fund. Currently, ALPS is waiving fees to the extent necessary to
limit the Fund's expense ratio to 0.20%.

During the fiscal year ended April 30, 1999, ALPS earned administration fees of
$367,491 before waiving fees of $88,651.

- --------------------------------------------------------------------------------
                          HOW DO I INVEST IN THE FUND?
- --------------------------------------------------------------------------------

HOW ARE INVESTMENTS MADE?

As described below, shares of the Fund may be purchased through ALPS. Shares of
the Fund may be purchased using the Federal Reserve Wire System ("Federal
Funds") or by check or money order. Your check or money order must be
payable in U.S. dollars to the Fund and be drawn on a bank located within the
U.S.

Federal Funds should be wired to:


[GRAPHIC] -------------------------------------------------------------------- 5
<PAGE>

         State Street Bank & Trust Co.
         ABA# 011000028
         U.S. Government Money Market Fund
         Credit DDA# 22404081
         (Account Registration)
         (Account Number)

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. ALPS serves as
the Fund's Transfer Agent and ALPS maintains records of each shareholder's
holdings of Fund shares. Financial Investors Trust (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. Your completed application should be forwarded
to:
                                  Financial Investors Trust
                                 370 17th Street, Suite 3100
                                       Denver, CO 80202

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 by the Fund in the proper form. If your purchase order is received in
proper order by the Fund by 5:00 p.m. Eastern Time, your order will be executed
that day.

MINIMUM PURCHASE AND ACCOUNT BALANCE REQUIREMENTS

The minimum initial investment in the Fund is $500,000 and additional
investments may be made in any amount. The minimum purchase requirements do not
apply to reinvested dividends. If your account balance falls below $125,000 due
to redemptions or exchanges, your account may be closed. In the event that your
account is closed, the Fund will wire the proceeds to the bank account of
record, or issue a check to the shareholder of record. The Fund will notify you
when your account balance has fallen below $125,000 and you will be given 30
days to increase your investment above that amount.

HOW TO REDEEM FUND SHARES

You may redeem all or any part of the value of your account(s) on any day the
assets of the Fund are valued (a "Business Day"). You may redeem by mail,
telephone or facsimile if you have established those options with the Fund.
Redemption orders are processed at the net asset value per share next
determined after the Fund receives your order. If the Fund receives your
redemption order before 1:00 p.m. Eastern Time on a Business Day, the Fund will
generally pay for your redeemed shares on that day. Otherwise, the Fund
generally will pay for your redeemed shares on the next Business Day. The Fund
reserves the right to pay for redeemed shares within seven days after receiving
your redemption order if, in the judgment of the Adviser, an earlier payment
could adversely affect the Fund.

REGULAR REDEMPTIONS: You may redeem shares by sending a written request to
Financial Investors Trust, 370 17th Street, Suite 3100, Denver, CO 80202. You
must sign a redemption request. Your written redemption request must:

(i) state the number of shares to be redeemed; and
(ii) identify your shareholder account number.

EACH SIGNATURE MUST BE GUARANTEED BY EITHER A BANK THAT IS A MEMBER OF THE
FDIC, A TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL SECURITIES EXCHANGE OR
OTHER ELIGIBLE GUARANTOR INSTITUTION. THE FUND WILL NOT ACCEPT GUARANTEES FROM
NOTARIES PUBLIC. Guarantees must be signed by an authorized person at the
guarantor institution, and the words "Signature Guaranteed" must appear with
the signature. A redemption request will not be deemed to be properly received
until the Fund receives all required documents in proper form.

When the Fund wires your redemption proceeds, the wire must be paid to the same
bank and account as designated on the Fund's Account Application or in your
written instructions to the Fund. If your bank is not a member of the Federal
Reserve System, your redemption proceeds will be wired to a correspondent bank.
Immediate notification by the correspondent bank to your bank will be necessary
to avoid a delay in crediting the funds to your bank account.

BY TELEPHONE AND FACSIMILE: You may redeem shares by telephone or facsimile.
Shareholders must check the appropriate box on the Account Application to
activate facsimile and/or telephone redemption privileges. Shares may be
redeemed by telephoning the Fund at (800) 298-3442 (or sending a facsimile
transmission to the Fund at (303) 825-2575 and giving the account name, account
number, Personal Identification Number (PIN#), name of Fund and amount of
redemption). Proceeds from redemptions will be wired directly to your account at
a commercial bank within the United States.

In order to arrange for facsimile and/or telephone redemptions after you have
opened your account, or to change the bank account or address designated to
receive redemption proceeds, send a written request to the Fund at the address
listed under "REGULAR REDEMPTIONS." The request must be signed by you with the
signatures guaranteed as described above. The Trust may modify or terminate
procedures for redeeming shares by telephone but will not materially change or
terminate it without giving shareholders 60 days' written notice.


6 --------------------------------------------------------------------[GRAPHIC]

<PAGE>

During periods of substantial economic or market change, telephone or facsimile
redemptions may be difficult to complete. If you are unable to contact the Fund
by telephone or facsimile, you may redeem your shares by mail as described above
under "REGULAR REDEMPTIONS."

By electing the facsimile and/or telephone redemption option, you may be giving
up a measure of security which you might have had if you were to redeem in
writing. The Trust will employ reasonable procedures to confirm that
instructions communicated by telephone or facsimile are genuine, such as
recording telephone calls, providing written confirmation of transactions, or
requiring a form of personal identification prior to acting on instructions
received by telephone or facsimile. To the extent the Trust does not employ
reasonable procedures, it and/or its service contractors may be liable for any
losses due to unauthorized or fraudulent instructions. Neither the Trust nor
ALPS will be liable for following instructions communicated by telephone or
facsimile that are reasonably believed to be genuine. Accordingly, you, as a
result of this policy, may bear the risk of fraudulent telephone or facsimile
redemption transactions.

CHECK REDEMPTION: You may write an unlimited number of checks drawn on your
account by either requesting the privilege on your account application or by
sending a written request to the Fund. In order to establish the checkwriting
option, you must manually sign a signature card that includes all authorized
individuals. Checks will be sent only to the registered owner(s) of the account
and only to the address of record. Checks may be made payable to the order of
any person. When a check is presented to the Transfer Agent for payment, the
Transfer Agent, as your agent, will cause the Fund to redeem a sufficient number
of your Fund shares to cover the amount of the check. Shares earn dividends
through the day the redemption is processed. There is no charge to you for the
use of the checks; however, the Transfer Agent will impose a charge for stopping
payment of a check upon your request, or if the Transfer Agent cannot honor a
check due to insufficient funds or other valid reasons. A request to reverse a
stop payment order must be received in writing.

Checks may not be written to redeem shares purchased by check until the date
that good funds are credited to the Fund's custodian by its correspondent bank.
If the amount of the check is greater than the value of the shares in your
account, the check will be returned marked "Insufficient Funds." Checks written
on amounts subject to the hold described above will be returned marked
"Uncollected." If your check does not clear, you will be responsible for any
loss the Fund, Custodian, or Transfer Agent may incur.

A check may not be used to close an account. Checkwriting is not available to
holders of shares in certificate form or if you are subject to Internal Revenue
Service backup withholding. It is also inadvisable for you to write a check for
an amount close to the total value of your account. The Trust reserves the
right to terminate or alter the checkwriting service at any time.

EXCHANGE OF FUND SHARES

You may sell your Fund shares and buy shares of the U.S. Government Money
Market Fund or the Prime Money Market Fund, other investment portfolios of the
Trust, in exchange by written request. There are no fees or commissions for
exchanging Fund shares. However, you must satisfy the minimum balance
requirements of each Fund that you are considering investing in. If you have
established the privilege on your Account Application, you may also initiate
exchanges by telephone or facsimile. Exchange requests should be directed to
the Fund at (800) 298-3442.

Exchange transactions must be for amounts of $1,000 or more. Exchanges may have
tax consequences, so you should consult your tax adviser for further
information. The Fund into which you want to exchange must be registered for
sale in your state. Prior to requesting an exchange of Fund shares you should
call the Fund at (800) 298-3442 to request a current prospectus for the Fund
which you want to exchange and you should read the prospectus carefully before
investing.

During periods of significant economic or market change, telephone or facsimile
exchanges may be difficult to complete. If you are unable to contact the Fund
by telephone or facsimile, you may also mail the exchange request to the Fund
at the address listed under "REGULAR REDEMPTIONS." Neither the Trust nor ALPS
will be responsible for the authenticity of exchange instructions received by
telephone or facsimile except as set forth under "HOW TO REDEEM FUND SHARES -
BY TELEPHONE AND FACSIMILE."

The Trust can provide you with information concerning certain limitations on
the exchange privilege, including those related to frequency. The Trust may
modify or terminate the exchange privilege but will not materially change or
terminate it without giving shareholders 60 days' written notice.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The share price for the Fund is determined by adding the
value of the Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of the Fund's shares
outstanding. The Fund normally calculates its NAV at 5:00 p.m. Eastern Time.


[GRAPHIC] -------------------------------------------------------------------- 7
<PAGE>

The Trustees have established procedures designed to maintain a stable net
asset value of $1.00 per share, to the extent reasonably possible. More
particularly, the Trustees have approved and adopted procedures under Rule
2a-7. Under guidelines of Rule 2a-7, the Fund uses the amortized cost method
to value its portfolio securities. The amortized cost method involves valuing a
security at its cost and amortizing any discount or premium over the period of
maturity, regardless of the impact of fluctuating interest rates on the market
value of the security.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

While municipal investors are generally exempt from Federal income taxes, each
investor should independently ascertain its tax status. With respect to
investors who are not exempt from Federal income taxes, dividends derived from
net investment income and short term capital gains are taxable as ordinary
income distributions and are taxable when paid, whether investors receive
distributions in cash or reinvest them in additional shares, except that
distributions declared in December and paid in January are taxable as if paid on
December 31. The Fund will send to non-exempt investors an IRS Form 1099-DIV
showing their taxable distributions for the past calendar year.

The Fund has qualified and intends to continue to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). This qualification will relieve the Fund of liability for Federal
income taxes to the extent its earnings are distributed in accordance with the
Code and it meets other requirements for qualification as set forth in the Code.
The information above is only a summary of some of the federal tax consequences
generally affecting the Fund and its shareholders, and no attempt has been made
to discuss individual tax consequences. In addition to Federal taxes, investors
may be subject to state or local taxes on their investment. Investors should
consult their tax advisor to determine whether the Fund is suitable to their
particular tax situation.

When investors sign their account application, they will be asked to certify
that their social security or taxpayer identification number is correct and that
they are not subject to 31% backup withholding for failing to report income to
the IRS. If investors violate IRS regulations, the IRS can require the Fund to
withhold 31% of taxable distributions and redemptions.

The Fund declares dividends from net investment income daily and pays such
dividends monthly. The Fund intends to distribute substantially all of its net
investment income and capital gains, if any, to shareholders each calendar year
as well as on a fiscal year basis.

Since all of the Fund's net investment income is expected to be derived from
earned interest, it is anticipated that all dividends paid by the Fund will be
taxable as ordinary income to those shareholders who are not exempt from Federal
income taxes, and that no part of any distribution will be eligible for the
dividends received deduction for corporations.

8 --------------------------------------------------------------------[GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
(800) 298-3442.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial
interest outstanding throughout the period indicated(1):
<TABLE>
<CAPTION>
                                                                         For the Period Ended April 30,

                                                   1999              1998             1997              1996           1995 (2)
                                              -------------------------------------------------------------------------------------
<S>                                              <C>                <C>              <C>               <C>             <C>
Net asset value - beginning of period              $1.00             $1.00            $9.97             $9.97            $10.00
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income                               0.05              0.05             0.14              0.55              0.44
Net realized and unrealized gain(loss)
 on investments                                     0.00              0.00             0.00              0.00             (0.03)
- -----------------------------------------------------------------------------------------------------------------------------------

Total Income from investment operations             0.05              0.05             0.14              0.55              0.41
- -----------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income               (0.05)            (0.05)           (0.14)            (0.55)            (0.44)
Stock Split (Note 3)                                0.00              0.00            (8.97)             0.00              0.00
- -----------------------------------------------------------------------------------------------------------------------------------

Total dividends and distributions to
  shareholders                                     (0.05)            (0.05)           (9.11)            (0.55)            (0.44)
- -----------------------------------------------------------------------------------------------------------------------------------

Net asset value - end of period                    $1.00             $1.00            $1.00             $9.97             $9.97
- -----------------------------------------------------------------------------------------------------------------------------------

Total return                                        5.16%             5.48%            5.23%             5.65%             4.73%(3)
- -----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000)                 $352,333          $150,222          $87,416           $31,082           $41,893
- -----------------------------------------------------------------------------------------------------------------------------------

Ratio of expenses to average net assets             0.20%             0.20%            0.23%             0.60%             0.45%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets                                5.01%             5.35%            5.13%             5.38%             5.23%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets
  without fee waivers                               0.24%             0.31%            0.39%             0.85%             0.65%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers            4.96%             5.24%            4.97%             5.12%             5.03%(3)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The financial highlights prior to July 10, 1996 reflect the operations of
    the Fund as the Short-Term U.S. Government Income Fund when it was not a
    money market fund and had different investment policies and expenses, and a
    fluctuating net asset value not maintained at $1.00 per share. The Fund
    changed to a money market fund on July 10, 1996 following a Special Meeting
    of the Fund's shareholders on June 27, 1996. The financial highlights
    prior to March 24, 1997 also reflect the operations of the Fund while the
    Fund's investment adviser was FGIC Advisors, Inc. GEIM was approved as the
    Fund's investment adviser at a Special Meeting of the shareholders of the
    Fund on March 21, 1997.
(2) Operations commenced on June 7, 1994.
(3) Annualized


[GRAPHIC] --------------------------------------------------------------------9
<PAGE>

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                                                   INTENTIONALLY
                                                    LEFT BLANK


[GRAPHIC] -------------------------------------------------------------------10
<PAGE>

                                                     THIS PAGE
                                                   INTENTIONALLY
                                                    LEFT BLANK


11 -------------------------------------------------------------------[GRAPHIC]
<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund.  A
current SAI has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference.  For a copy of the SAI, write
or call the Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and
copied, upon payment of a duplicating fee, at the SEC's Public Reference Room
in Washington, D.C.  You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http:/www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund.  For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information
about the Fund's investments.  The annual report contains a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during the last fiscal year.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
         TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
     REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION
     ABOUT THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO
     ALPS MUTUAL FUNDS SERVICES AT 370 17TH STREET, SUITE 3100, DENVER,
                 COLORADO 80202 OR CALL ALPS AT 1-800-298-3442.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                                              ---------------------------------
                                              ---------------------------------
                                              FINANCIAL INVESTORS TRUST
                                              FUNDS
GE INVESTMENTS
- -----------------------------------           - Are NOT insured by the FDIC, a
THE INVESTMENT MANAGEMENT ARM OF GE             bank or any agency of the U.S.
INVESTMENT ADVISOR                              Government.
                                              - Are NOT bank deposits or
                                                other obligations of or
ALPS                                            guaranteed by a bank.
- ---------------------------                   - Involve investment risks,
 MUTUAL FUNDS SERVICES                          including the possible loss of
                                                the principal amount invested.
Sponsor and Distributor                       ---------------------------------
                                              ---------------------------------

                                      Investment Company Act File No. 811-08194

<PAGE>

[GRAPHIC] FINANCIAL
          INVESTORS
          TRUST





               -------------------------------------------------
                          PRIME MONEY MARKET FUND
                                  CLASS I
               -------------------------------------------------




                                PROSPECTUS
                              AUGUST 27, 1999






                                        GE INVESTMENTS
                                        --------------
                                        THE INVESTMENT MANAGEMENT ARM OF GE
                                        INVESTMENT ADVISOR


       AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE
       COMMISSION HAS NOT APPROVED OR DISAPPROVED THIS FUND'S SHARES
       OR DETERMINED WHETHER THE INFORMATION IN THIS PROSPECTUS IS
       ACCURATE OR COMPLETE.  ANYONE WHO TELLS YOU OTHERWISE IS
       COMMITTING A CRIME.


<PAGE>

 ...............................................................................
                                 TABLE OF CONTENTS
                                                                           Page
                                                                           ----
Investment Objective and Primary Risks.......................................1

Performance..................................................................2

Fees and Expenses of the Fund................................................2

Investment Details...........................................................3

Who Manages the Fund?........................................................4

How Do I Invest in the Fund?.................................................5

Financial Highlights.........................................................8

Appendix...............................;...................................A-1

Additional Information about the Fund...............................Back Cover
 ...............................................................................







No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

 ...............................................................................
                        INVESTMENT OBJECTIVE AND PRIMARY RISKS
 ...............................................................................

INVESTMENT OBJECTIVE -- The investment objective of the Prime Money Market Fund
(the "Fund") is to seek as high a level of current income as is consistent with
preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- In seeking to achieve its investment
objective, the Fund's investments include, but are not limited to, the following
U.S. dollar denominated, short-term money market instruments: (1) U.S.
Government Obligations, including stripped U.S. Government Obligations; (2) debt
obligations of corporations, banks, savings and loan institutions, insurance
companies and mortgage bankers; (3) commercial paper, including those with
floating or variable rates of interest; (4) foreign bank obligations; (5)
repurchase agreements; and (6) asset-backed or mortgage-related securities. In
any event, however, the Fund only will invest in those securities that the
Adviser, under the direction of the Board of Trustees of Financial Investors
Trust (the "Board"), determines present minimal credit risk and that the Adviser
determines are "eligible securities." Eligible securities are those securities
that are rated in one of the two highest categories by a National Recognized
Statistical Rating Organization ("NRSRO") or, if the security is unrated, the
Adviser has determined that the security is comparable to similarly rated
securities. Only these types of securities are considered "prime" by the
Adviser. The Fund's average weighted maturity will not exceed 90 days, and its
yield will fluctuate with changes in short-term interest rates. Also, the
securities held by the Fund will, at the time of purchase, have remaining
maturities of 13 months or less.

                                 FUND FACTS

          GOAL: To provide investors with a high level of current
          income while seeking to preserve principal.

          PRINCIPAL INVESTMENTS:
          - U.S. Government Obligations
          - Corporate Debt Obligations
          - Commercial Paper
          - Foreign Bank Obligations
          - Asset-Backed and Mortgage-Related
            Securities

          INVESTMENT ADVISER (THE "ADVISER"):
          - General Electric Investment Management,
            Inc. ("GEIM")

          DISTRIBUTOR:
          - ALPS Mutual Funds Services, Inc. ("ALPS")

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - PREPAYMENT RISK. This investment risk is primarily associated with
mortgage-backed securities. During a period of declining interest rates,
homeowners may refinance their high-rate mortgages and prepay the principal.
Cash from these prepayments flows through the prepay the mortgage-backed
securities, necessitating reinvestment in bonds with lower interest rates, which
may lower the return of the Fund.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER
SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.


SHOULD I INVEST IN THE PRIME MONEY MARKET FUND?

     The Class I shares of the Fund primarily are intended for municipal
     investors, including municipalities, counties, and state agencies, as well
     as institutional investors such as broker/dealers, corporations, investment
     advisers, credit unions, banks, and other financial institutions. Certain
     high net worth individuals that can meet the $1,000,000 minimum investment
     threshold also may invest in the Fund.


[GRAPHIC] -------------------------------------------------------------------- 1

<PAGE>

- --------------------------------------------------------------------------------
                                  PERFORMANCE
- --------------------------------------------------------------------------------

     Because the Fund commenced operations in December of 1998, historical
     performance is not yet presented for the Fund. Performance history
     will be presented for the Fund after it has been in operation for one
     calendar year. The year-to-date return for Class I of the Fund for
     the period ended June 30, 1999 was 2.32%.

- --------------------------------------------------------------------------------
                          FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------
     This table describes the fees and expenses that you pay if you buy and
     hold shares of the Fund.

<TABLE>
<CAPTION>
               --------------------------------------------------
               SHAREHOLDER FEES
               (fees paid directly from your investment)
               --------------------------------------------------
               <S>                                           <C>
               Maximum Sales Load                            None

               Maximum Deferred Sales Charge                 None

               Redemption                                    None

               Exchange                                      None
</TABLE>

<TABLE>
<CAPTION>
               --------------------------------------------------

                        ANNUAL FUND OPERATING EXPENSES
                            (paid from Fund assets)

               --------------------------------------------------
               <S>                                        <C>
               Management Fees                            0.04%
               --------------------------------------------------
               Distribution (12b-1) Fees                  None
               --------------------------------------------------
               Other Expenses                             0.62%
               --------------------------------------------------
               Total Annual Fund Operating Expenses       0.66%
               --------------------------------------------------
               Fee Waiver                                (0.44)%*
               --------------------------------------------------
               Net Annual Fund Operating Expenses         0.22%
               --------------------------------------------------
</TABLE>
               * The amount for "Other Expenses" includes
               administration fees payable to ALPS.  ALPS has
               contractually agreed to waive a portion of the
               administration fees that it is entitled to
               receive, and/or assume a portion of Fund expenses,
               until at least April 30, 2000.  As a result, Net
               Annual Fund Operating Expenses for the Fund will
               be no more than 0.22% for that period. Currently,
               ALPS is waiving fees to the extent necessary to
               limit Net Annual Fund Operating Expenses to 0.20%.
               You will be notified if these waivers are
               discounted after April 30, 2000 resulting in a material
               change to the expense ratio.
               --------------------------------------------------

EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that the Fund returns 5% each year. After one year, the example
does not take into consideration ALPS' agreement to waive fees. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

<TABLE>
<CAPTION>
                                    ONE        THREE
                                   YEAR        YEARS
<S>                                <C>         <C>
- --------------------------------------------------------------------------------
PRIME MONEY MARKET FUND            $23         $167
</TABLE>



2 -------------------------------------------------------------------- [GRAPHIC]


<PAGE>

- --------------------------------------------------------------------------------
                               INVESTMENT DETAILS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Fund is to seek as high
a level of current income as is consistent with preservation of capital and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- In seeking to achieve its investment
objective, the Fund's investments include, but are not limited to, the following
U.S. dollar denominated, short-term money market instruments: (1) U.S.
Government Obligations, including stripped U.S. Government Obligations; (2) debt
obligations of corporations, banks, savings and loan institutions, insurance
companies and mortgage bankers; (3) commercial paper, including those with
floating or variable rates of interest; (4) foreign bank obligations; (5)
repurchase agreements; and (6) asset-backed or mortgage-related securities. In
any event, however, the Fund only will invest in those securities that the
Adviser, under the direction of the Board of Trustees of Financial Investors
Trust (the "Board"), determine present minimal credit risk and that the Advisers
determines are "eligible securities." Eligible securities are those securities
that are rated in one of the two highest categories by a National Recognized
Statistical Rating Organization ("NRSRO") or, if the security is unrated, the
Adviser has determined that the security is comparable to similarly rated
securities.

In selecting securities for the Fund, the Adviser examines the yields on various
types and maturities of money market securities against the Adviser's outlook
for interest rates. For example, mortgage related securities often offer a yield
advantage over Treasury bills. And if rates are expected to fall,
longer-maturities may be purchased, which typically have higher yields than
shorter maturities, to try to preserve the Fund's income level. Conversely,
shorter maturities may be favored if rates are expected to rise. The Fund's
average weighted maturity will not exceed 90 days, and its yield will fluctuate
with changes in short-term interest rates. Also, the securities held by the Fund
will, at the time of purchase, have remaining maturities of 13 months or less.

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - PREPAYMENT RISK. This investment risk is primarily associated with
mortgage-backed securities. During a period of declining interest rates,
homeowners may refinance their high-rate mortgages and prepay the principal.
Cash from these prepayments flows through the prepay the mortgage-backed
securities, necessitating reinvestment in bonds with lower interest rates, which
may lower the return of the Fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:

- - U.S. GOVERNMENT OBLIGATIONS: U.S. government obligations are debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. government. Not all U.S. government obligations are backed by the full
faith and credit of the United States. For example, obligations issued by the
Federal Farm Credit Bank or by the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances. There is no guarantee that the government will support
these obligations if it is not required to do so, and, therefore, they involve
more risk than other government obligations.

- - BANKER'S ACCEPTANCES: Bank issued commitments to pay for merchandise sold in
the import/export market.

- - CORPORATE DEBT OBLIGATIONS: Corporate debt obligations include bonds, notes,
debentures, and other obligations of corporate entities to pay interest and
repay principal.

- - COMMERCIAL PAPER: Unsecured promissory notes that corporations typically issue
to finance current operations and other expenditures.

[GRAPHIC] -------------------------------------------------------------------- 3
<PAGE>

- - ASSET-BACKED SECURITIES: Asset-backed securities are securities whose
principal and interest payments are collateralized by pools of assets such as
auto loans, credit card receivables, leases, installment contracts and personal
property. Such asset pools are securitized through the use of special purpose
trusts or corporations. Principal and interest payments may be credit enhanced
by a letter of credit, a pool insurance policy or a senior/subordinated
structure.

- - MORTGAGE-RELATED SECURITIES: Mortgage related securities or mortgage-backed
securities represent direct or indirect participations in, or are collateralized
by and payable from, mortgage loans secured by real property. Mortgage-backed
securities can be backed by either fixed rate mortgage loans or adjustable rate
mortgage loans, and may be issued by either a governmental or non-governmental
entity. Typically, mortgage-backed securities issued by private entities do not
have the same credit standing as mortgage-backed securities issued or guaranteed
by the U.S. Government.

- - FOREIGN BANK OBLIGATIONS: U.S. Dollar denominated obligations of United States
branches of foreign banks which at the time of investment (i) have more than $10
billion, or the equivalent in other currencies, in total assets; and (ii) in the
opinion of the Adviser are of comparable quality to similar obligations of U.S.
banks.

- - REPURCHASE AGREEMENTS: Repurchase agreements involve the purchase of a
security by a purchaser and a simultaneous agreement by the seller (generally a
bank or dealer) to repurchase the security from the purchaser at a specified
date or on demand. This technique offers a method of earning income on idle
cash.

The Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.

YEAR 2000 RISK -- The Fund could be adversely affected if the computer
systems used by the Fund and the Fund's other service providers do not
properly process and calculate date-related information on or after January
1, 2000. We are working to avoid Year 2000-related problems in our systems
and to obtain assurances from other service providers that they are taking
similar steps. In addition, issuers of securities in which the Fund invests
may be adversely affected by Year 2000-related problems. This could have an
impact on the value of the Fund's investments and the Fund's share price.

- --------------------------------------------------------------------------------
                             WHO MANAGES THE FUND?
- --------------------------------------------------------------------------------

The Adviser is a wholly-owned subsidiary of General Electric Company ("GE").
The principal address of the Adviser is 3003 Summer Street, Stamford, CT
06905. Through GEIM and General Electric Investment Corporation ("GEIC"), an
affiliated company of GEIM, wholly owned by GE, and their predecessors, GE
has more than 70 years of investment management experience. GEIM and GEIC
collectively provide investment management services to various institutional
accounts with total assets as of June 30, 1998 of approximately $69 billion,
of which approximately $1.7 billion was invested in money market funds.

Pursuant to the Investment Advisory Agreement, the Adviser has agreed to
provide a continuous investment program for the Fund, including investment
research and management with respect to the assets of the Fund. GEIM is
entitled to receive management fees of 0.04% on the first $500 million of
average net assets of the Fund, 0.06% on the next $500 million and 0.08% on
average net assets in excess of $1 billion. During the fiscal year ended
April 30, 1999, the Fund paid the Adviser 0.04% of average net assets of the
Fund in advisory fees.

ADMINISTRATIVE SERVICES AGREEMENT

The Trustees have entered into an administrative services agreement with ALPS.
Under the administrative services agreement, ALPS provides the Fund with certain
administrative and clerical services, including, but not limited to: preparing
the Fund's semi-annual reports; coordinating the preparation of the Fund's
Federal and state tax returns; monitoring the Fund's compliance with its
investment restrictions and policies; and generally assisting in the operation
of the Fund. In addition, under the administrative services agreement ALPS also,
among other things, performs fund accounting and transfer agency services, and
pays the costs of the Fund's custodian and external auditors. Pursuant to the
administrative services agreement, ALPS is entitled to receive a fee from the
Fund that is computed daily and paid monthly at the following annual rates: the
greater of $360,000 or 0.16% of average daily net assets of the Fund up to $500
million; 0.14% of average daily net assets of the Fund in excess of $500 million
up to $1 billion; and 0.12% of the average daily net assets of the Fund that
exceed $1 billion.


4 -------------------------------------------------------------------- [GRAPHIC]

<PAGE>

ALPS has contractually agreed to waive a portion of the administration fees that
it is entitled to receive from the Fund and to assume a portion of the expenses
of the Fund until at least April 30, 2000. More particularly, ALPS has
contractually agreed to waive a portion of the administration fees that it is
entitled to receive under the administrative services agreement with the Fund ,
and/or assume a portion of Fund expenses, to the extent necessary for the Fund
to maintain an expense ratio that does not exceed 0.22% of the average net
assets of the Fund. Currently, ALPS is waiving fees to the extent necessary to
limit the Fund's expense ratio for Class I to 0.20%.

During the fiscal period ended April 30, 1999, ALPS earned administration fees
of $142,027 before waiving fees of $118,340.

- --------------------------------------------------------------------------------
                          HOW DO I INVEST IN THE FUND?
- --------------------------------------------------------------------------------

HOW ARE INVESTMENTS MADE?

As described below, shares of the Fund may be purchased through ALPS. Shares of
the Fund may be purchased using the Federal Reserve Wire System ("Federal
Funds") or by check or money order. Your check or money order must be payable in
U.S. dollars to the Fund and be drawn on a bank located within the U.S.

Federal Funds should be wired to:

     State Street Bank & Trust Co.
     ABA# 011000028
     Prime Money Market Fund
     Credit DDA# 22404081
     (Account Registration)
     (Account Number)

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. ALPS
serves as the Fund's Transfer Agent and ALPS maintains records of each
shareholder's holdings of Fund shares. Financial Investors Trust (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. Your completed application should be forwarded
to:

                           Financial Investors Trust
                          370 17th Street, Suite 3100
                                Denver, CO 80202

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 by the Fund in the proper form. If your purchase order
is received in proper order by the Fund by 5:00 p.m. Eastern Time, your order
will be executed that day.

MINIMUM PURCHASE AND ACCOUNT BALANCE REQUIREMENTS

The minimum initial investment in the Fund is $500,000 and additional
investments may be made in any amount. The minimum purchase requirements do
not apply to reinvested dividends. If your account balance falls below
$125,000 due to redemptions or exchanges, your account may be closed. In the
event that your account is closed, the Fund will wire the proceeds to the
bank account of record, or issue a check to the shareholder of record. The
Fund will notify you when your account balance has fallen below $125,000 and
you will be given 30 days to increase your investment above that amount.

HOW TO REDEEM FUND SHARES

You may redeem all or any part of the value of your account(s) on any day the
assets of the Fund are valued (a "Business Day"). You may redeem by mail,
telephone or facsimile if you have established those options with the Fund.
Redemption orders are processed at the net asset value per share next
determined after the Fund receives your order. If the Fund receives your
redemption order before 1:00 p.m. Eastern Time on a Business Day, the Fund
will generally pay for your redeemed shares on that day. Otherwise, the Fund
generally will pay for your redeemed shares on the next Business Day. The
Fund reserves the right to pay for redeemed shares within seven days after
receiving your redemption order if, in the judgment of the Adviser, an
earlier payment could adversely affect the Fund.

REGULAR REDEMPTIONS: You may redeem shares by sending a written request
to Financial Investors Trust, 370 17th Street, Suite 3100, Denver, CO 80202. You
must sign a redemption request. Your written redemption request must:

(i) state the number of shares to be redeemed; and
(ii) identify your shareholder account number.

EACH SIGNATURE MUST BE GUARANTEED BY EITHER A BANK THAT IS A MEMBER OF THE
FDIC, A TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL SECURITIES EXCHANGE OR
OTHER ELIGIBLE GUARANTOR INSTITUTION. THE FUND WILL NOT ACCEPT GUARANTEES


[GRAPHIC] -------------------------------------------------------------------- 5
<PAGE>

FROM NOTARIES PUBLIC. Guarantees must be signed by an authorized person at
the guarantor institution, and the words "Signature Guaranteed" must appear
with the signature. A redemption request will not be deemed to be properly
received until the Fund receives all required documents in proper form.

When the Fund wires your redemption proceeds, the wire must be paid to the
same bank and account as designated on the Fund's Account Application or in
your written instructions to the Fund. If your bank is not a member of the
Federal Reserve System, your redemption proceeds will be wired to a
correspondent bank. Immediate notification by the correspondent bank to your
bank will be necessary to avoid a delay in crediting the funds to your bank
account.

BY TELEPHONE AND FACSIMILE: You may redeem shares by telephone or facsimile.
Shareholders must check the appropriate box on the Account Application to
activate facsimile and/or telephone redemption privileges. Shares may be
redeemed by telephoning the Fund at (800) 298-3442 (or sending a facsimile
transmission to the Fund at (303) 825-2575 and giving the account name,
account number, Personal Identification Number (PIN#), name of Fund and
amount of redemption). Proceeds from redemptions will be wired directly to
your account at a commercial bank within the United States.

In order to arrange for facsimile and/or telephone redemptions after you have
opened your account, or to change the bank account or address designated to
receive redemption proceeds, send a written request to the Fund at the
address listed under "REGULAR REDEMPTIONS." The request must be signed by you
with the signatures guaranteed as described above. The Trust may modify or
terminate procedures for redeeming shares by telephone but will not
materially change or terminate it without giving shareholders 60 days'
written notice.

During periods of substantial economic or market change, telephone or
facsimile redemptions may be difficult to complete. If you are unable to
contact the Fund by telephone or facsimile, you may redeem your shares by
mail as described above under "REGULAR REDEMPTIONS."

By electing the facsimile and/or telephone redemption option, you may be
giving up a measure of security which you might have had if you were to
redeem in writing. The Trust will employ reasonable procedures to confirm
that instructions communicated by telephone or facsimile are genuine, such as
recording telephone calls, providing written confirmation of transactions, or
requiring a form of personal identification prior to acting on instructions
received by telephone or facsimile. To the extent the Trust does not employ
reasonable procedures, it and/or its service contractors may be liable for
any losses due to unauthorized or fraudulent instructions. Neither the Trust
nor ALPS will be liable for following instructions communicated by telephone
or facsimile that are reasonably believed to be genuine. Accordingly, you, as
a result of this policy, may bear the risk of fraudulent telephone or
facsimile redemption transactions.

CHECK REDEMPTION: You may write an unlimited number of checks drawn on your
account by either requesting the privilege on your account application or by
sending a written request to the Fund. In order to establish the checkwriting
option, you must manually sign a signature card that includes all authorized
individuals. Checks will be sent only to the registered owner(s) of the
account and only to the address of record. Checks may be made payable to the
order of any person. When a check is presented to the Transfer Agent for
payment, the Transfer Agent, as your agent, will cause the Fund to redeem a
sufficient number of your Fund shares to cover the amount of the check.
Shares earn dividends through the day the redemption is processed. There is
no charge to you for the use of the checks; however, the Transfer Agent will
impose a charge for stopping payment of a check upon your request, or if the
Transfer Agent cannot honor a check due to insufficient funds or other valid
reasons. A request to reverse a stop payment order must be received in
writing.

Checks may not be written to redeem shares purchased by check until the date
that good funds are credited to the Fund's custodian by its correspondent
bank. If the amount of the check is greater than the value of the shares in
your account, the check will be returned marked "Insufficient Funds." Checks
written on amounts subject to the hold described above will be returned
marked "Uncollected." If your check does not clear, you will be responsible
for any loss the Fund, Custodian, or Transfer Agent may incur.

A check may not be used to close an account. Checkwriting is not available to
holders of shares in certificate form or if you are subject to Internal
Revenue Service backup withholding. It is also inadvisable for you to write a
check for an amount close to the total value of your account. The Trust
reserves the right to terminate or alter the checkwriting service at any time.

EXCHANGE OF FUND SHARES

You may sell your Fund shares and buy shares of the U.S. Government Money
Market Fund or the Prime Money Market Fund, other investment portfolios of
the Trust, in exchange by written request. There are no fees or commissions
for exchanging Fund shares. However, you must satisfy the minimum balance
requirements of each Fund that you are considering investing in. If you have
established the privilege on your Account Application, you may also initiate
exchanges by telephone or facsimile. Exchange requests should be directed to
the Fund at (800) 298-3442.


6 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>


Exchange transactions must be for amounts of $1,000 or more. Exchanges may
have tax consequences, so you should consult your tax adviser for further
information. The Fund into which you want to exchange must be registered for
sale in your state. Prior to requesting an exchange of Fund shares you should
call the Fund at (800) 298-3442 to request a current prospectus for the Fund
which you want to exchange and you should read the prospectus carefully
before investing.

During periods of significant economic or market change, telephone or
facsimile exchanges may be difficult to complete. If you are unable to
contact the Fund by telephone or facsimile, you may also mail the exchange
request to the Fund at the address listed under "REGULAR REDEMPTIONS."
Neither the Trust nor ALPS will be responsible for the authenticity of
exchange instructions received by telephone or facsimile except as set forth
under "HOW TO REDEEM FUND SHARES - BY TELEPHONE AND FACSIMILE."

The Trust can provide you with information concerning certain limitations on
the exchange privilege, including those related to frequency. The Trust may
modify or terminate the exchange privilege but will not materially change or
terminate it without giving shareholders 60 days' written notice.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price
or net asset value (NAV). The share price for each Class of shares of the
Fund is determined by adding the value of each Class' proportional share of
the Fund's investments, cash and other assets, deducting each Class'
proportional share of liabilities, and then dividing that value by the total
number of the shares outstanding in that Class. The Fund normally calculates
its NAV at 5:00 p.m. Eastern Time.

The Trustees have established procedures designed to maintain a stable net
asset value of $1.00 per share, to the extent reasonably possible. More
particularly, the Trustees have approved and adopted procedures under Rule
2a-7. Under guidelines of Rule 2a-7, the Fund uses the amortized cost method
to value its portfolio securities. The amortized cost method involves valuing
a security at its cost and amortizing any discount or premium over the period
of maturity, regardless of the impact of fluctuating interest rates on the
market value of the security.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

While municipal investors are generally exempt from Federal income taxes,
each investor should independently ascertain its tax status. With respect to
investors who are not exempt from Federal income taxes, dividends derived
from net investment income and short term capital gains are taxable as
ordinary income distributions and are taxable when paid, whether investors
receive distributions in cash or reinvest them in additional shares, except
that distributions declared in December and paid in January are taxable as if
paid on December 31. The Fund will send to non-exempt investors an IRS Form
1099-DIV showing their taxable distributions for the past calendar year.

The Fund has qualified and intends to continue to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). This qualification will relieve the Fund of liability for Federal
income taxes to the extent its earnings are distributed in accordance with
the Code and it meets other requirements for qualification as set forth in
the Code.

The information above is only a summary of some of the federal tax
consequences generally affecting the Fund and its shareholders, and no
attempt has been made to discuss individual tax consequences. In addition to
Federal taxes, investors may be subject to state or local taxes on their
investment. Investors should consult their tax advisor to determine whether
the Fund is suitable to their particular tax situation.

When investors sign their account application, they will be asked to certify
that their social security or taxpayer identification number is correct and
that they are not subject to 31% backup withholding for failing to report
income to the IRS. If investors violate IRS regulations, the IRS can require
the Fund to withhold 31% of taxable distributions and redemptions.

The Fund declares dividends from net investment income daily and pays such
dividends monthly. The Fund intends to distribute substantially all of its
net investment income and capital gains, if any, to shareholders each
calendar year as well as on a fiscal year basis.

Since all of the Fund's net investment income is expected to be derived from
earned interest, it is anticipated that all dividends paid by the Fund will
be taxable as ordinary income to those shareholders who are not exempt from
Federal income taxes, and that no part of any distribution will be eligible
for the dividends received deduction for corporations.


[GRAPHIC] -------------------------------------------------------------------- 7
<PAGE>

- --------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
(800) 298-3442.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial
interest outstanding throughout the period indicated(1):
<TABLE>
<CAPTION>
                                                                 For the Period
                                                      December 10, 1998 to April 30, 1999
                                              ----------------------------------------------------------
                                                                    Class I
                                              ----------------------------------------------------------
<S>                                                                 <C>
Net asset value - beginning of period                               $1.00
- --------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                                0.02
- --------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income                                (0.02)
- --------------------------------------------------------------------------------------------------------

Net asset value - end of period                                     $1.00
- --------------------------------------------------------------------------------------------------------

Total return                                                         4.82%(2)
- --------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)                                   $167,257
- --------------------------------------------------------------------------------------------------------

Ratio of expenses to average net assets                              0.20%(2)
- --------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets                                                 4.71%(2)
- --------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets
  without fee waivers                                                0.66%(2)
- --------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers                             4.25%(2)
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1) Class I commenced operations on December 10, 1998.
(2) Annualized.


8 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------

ADDITIONAL, NON PRINCIPAL, INFORMATION ABOUT THE FUND'S INVESTMENTS

The following information provides a brief description of the
securities in which the Fund may invest and the transactions it may make. The
Fund is not limited by this discussion, however, and may purchase other types of
securities and may enter into other types of transactions if they are consistent
with the Fund's investment objective and policies.

DELAYED-DELIVERY AND WHEN-ISSUED TRANSACTIONS. The Fund may buy and sell
obligations on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The market value of obligations
purchased in this way may change before the delivery date, which could
increase fluctuations in the Fund's share price, yield, and return.
Ordinarily, the Fund will not earn interest on obligations until they are
delivered.

DEMAND FEATURES AND STAND-BY COMMITMENTS. A demand feature is a put that
entitles the security holder to repayment of the principal amount of the
underlying security at any time or at specified intervals. A standby
commitment is a put that entitles the security holder to same-day settlement
at amortized cost plus accrued interest.

ILLIQUID INVESTMENTS. Under guidelines established by the Trustees, the
Adviser determines the liquidity of the Fund's investments. The absence of a
trading market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expense, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price. The Fund may invest up to
10% of its assets in illiquid investments and private placement.

REFUNDING CONTRACTS. The Fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the Fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. Although the Fund may
sell its rights under a refunding contract, these contracts are relatively
new and the secondary market for them may be less liquid than the secondary
market for other types of municipal securities.

STRIPPED U.S. GOVERNMENT OBLIGATIONS. Stripped securities are created by
separating the income and principal components of a debt instrument and selling
them separately. The Fund may purchase U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) that are created when the
coupon payments and the principal payments are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by the Resolution
Funding Corporation (REFCORP) can also be stripped in this fashion. REFCORP
STRIPS are eligible investments for the Fund.

The Fund also may purchase privately stripped government securities, which are
created when a dealer deposits a Treasury security or federal agency security
with a custodian for safekeeping and then sells the coupon payments and
principal payments that will be generated by this security. Proprietary
receipts, such as Certificates of Accrual on Treasury Securities (CATS),
Treasury Investment Growth Receipts (TIGRs), and generic Treasury Receipts
(TRs), are stripped U.S. Treasury securities that are separated into their
component parts through trusts created by their broker sponsors. Bonds issued
by the Financing Corporation (FICO) can also be stripped in this fashion.

U.S. TREASURY OBLIGATIONS. U.S. Treasury obligations are obligations issued by
the United States and backed by its full faith and credit.

VARIABLE AND FLOATING RATE INSTRUMENTS. Variable and floating rate instruments,
including certain participation interests in municipal obligations, have
interest rate adjustment formulas that help to stabilize their market values.
Many variable or floating rate instruments also carry demand features that
permit the Fund to sell them at par value plus accrued interest on short notice.

ZERO COUPON BOND. The Fund may invest in zero coupon securities. Zero coupon
bonds purchased by the Fund do not make regular interest payments; instead they
are sold at a deep discount from their face value and are redeemed at face value
when they mature. Because zero coupon bonds do not pay current income, their
prices can be very volatile when interest rates change. In calculating its daily
dividend, the Fund takes into account as income a portion of the difference
between a zero coupon bond's purchase price and its face value. The market
prices of zero coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are more sensitive to
changes in interest rates than non-zero coupon securities having similar
maturities and credit qualities.


[GRAPHIC] ----------------------------------------------------------------- A-1

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[GRAPHIC] ------------------------------------------------------------------ 11

<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund.  A
current SAI has been filed with the Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference.  For a copy of the SAI, write
or call the Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and
copied, upon payment of a duplicating fee, at the SEC's Public Reference Room
in Washington, D.C.  You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http://www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund.  For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information
about the Fund's investments.  The annual report contains a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during the last fiscal year.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
         TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
     REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION
     ABOUT THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO
      ALPS MUTUAL FUNDS SERVICES AT 370 17TH STREET, SUITE 3100, DENVER,
                 COLORADO 80202 OR CALL ALPS AT 1-800-298-3442.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                                              ---------------------------------
                                              ---------------------------------
                                              FINANCIAL INVESTORS TRUST
                                              FUNDS
GE INVESTMENTS
- -----------------------------------           - Are NOT insured by the FDIC, a
THE INVESTMENT MANAGEMENT ARM OF GE             bank or any agency of the U.S.
INVESTMENT ADVISOR                              Government.
                                              - Are NOT bank deposits or
                                                other obligations of or
[LOGO]                                          guaranteed by a bank.
                                              - Involve investment risks,
                                                including the possible loss of
                                                the principal amount invested.
SPONSOR AND DISTRIBUTOR                       ---------------------------------
                                              ---------------------------------

                                      Investment Company Act File No. 811-08194
<PAGE>

[GRAPHIC] FINANCIAL
          INVESTORS
          TRUST





               -------------------------------------------------
                          PRIME MONEY MARKET FUND
                                  CLASS II
               -------------------------------------------------




                                PROSPECTUS
                              AUGUST 27, 1999






                                        GE INVESTMENTS
                                        --------------
                                        THE INVESTMENT MANAGEMENT ARM OF GE
                                        INVESTMENT ADVISOR


AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THIS FUND'S SHARES OR DETERMINED WHETHER THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANYONE WHO TELLS YOU
OTHERWISE IS COMMITTING A CRIME.


<PAGE>

- -------------------------------------------------------------------------------
                                 TABLE OF CONTENTS
                                                                           Page
                                                                           ----
Investment Objective and Primary Risks.......................................1

Performance..................................................................2

Fees and Expenses of the Fund................................................2

Investment Details...........................................................3

Who Manages the Fund?........................................................4

How Do I Invest in the Fund?.................................................5

Distribution Plan............................................................8

Financial Highlights.........................................................8

Appendix...................................................................A-1

Additional Information about the Fund...............................Back Cover

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






No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

 ...............................................................................
                   INVESTMENT OBJECTIVE AND PRIMARY RISKS
 ...............................................................................

INVESTMENT OBJECTIVE -- The investment objective of the Prime Money Market Fund
(the "Fund") is to seek as high a level of current income as is consistent with
preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- In seeking to achieve its investment
objective, the Fund's investments include, but are not limited to, the following
U.S. dollar denominated, short-term money market instruments: (1) U.S.
Government Obligations, including stripped U.S. Government Obligations; (2) debt
obligations of corporations, banks, savings and loan institutions, insurance
companies and mortgage bankers; (3) commercial paper, including those with
floating or variable rates of interest; (4) foreign bank obligations; (5)
repurchase agreements; and (6) asset-backed or mortgage-related securities. In
any event, however, the Fund only will invest in those securities that the
Adviser, under the direction of the Board of Trustees of Financial Investors
Trust (the "Board"), determines present minimal credit risk and that the Adviser
determines are "eligible securities." Eligible securities are those securities
that are rated in one of the two highest categories by a National Recognized
Statistical Rating Organization ("NRSRO") or, if the security is unrated, the
Adviser has determined that the security is comparable to similarly rated
securities. Only these types of securities are considered "prime" by the
Adviser. The Fund's average weighted maturity will not exceed 90 days, and its
yield will fluctuate with changes in short-term interest rates. Also, the
securities held by the Fund will, at the time of purchase, have remaining
maturities of 13 months or less.

                                 FUND FACTS

          GOAL: To provide investors with a high level of current
          income while seeking to preserve principal.

          PRINCIPAL INVESTMENTS:
          - U.S. Government Obligations
          - Corporate Debt Obligations
          - Commercial Paper
          - Foreign Bank Obligations
          - Asset-Backed and Mortgage-Related
            Securities

          INVESTMENT ADVISER (THE "ADVISER"):
          - General Electric Investment Management,
            Inc. ("GEIM")

          DISTRIBUTOR:
          - ALPS Mutual Funds Services, Inc. ("ALPS")

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - PREPAYMENT RISK. This investment risk is primarily associated with
mortgage-backed securities. During a period of declining interest rates,
homeowners may refinance their high-rate mortgages and prepay the principal.
Cash from these prepayments flows through the prepay the mortgage-backed
securities, necessitating reinvestment in bonds with lower interest rates, which
may lower the return of the Fund.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ALTHOUGH THE FUND SEEKS TO PRESERVE THE VALUE OF YOUR INVESTMENT AT $1.00 PER
SHARE, IT IS POSSIBLE TO LOSE MONEY BY INVESTING IN THE FUND.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.


SHOULD I INVEST IN THE PRIME MONEY MARKET FUND?

     The Class II shares of the Fund primarily are intended for investors, such
     as broker/dealers, corporations, investment advisers, credit unions,
     banks, and other financial institutions and certain individuals that can
     meet the minimum investment threshold of the Fund.


[GRAPHIC] -------------------------------------------------------------------- 1

<PAGE>

- --------------------------------------------------------------------------------
                                  PERFORMANCE
- --------------------------------------------------------------------------------

Because the Fund commenced operations in December of 1998, historical
performance is not yet presented for the Fund. Performance history will be
presented for the Fund after it has been in operation for one calendar year.
The year-to-date return for Class II of the Fund for the period ended June
30, 1999 was 2.21%.

- --------------------------------------------------------------------------------
                          FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------
This table describes the fees and expenses that you pay if you buy and hold
shares of the Fund.

<TABLE>
<CAPTION>
               --------------------------------------------------
               SHAREHOLDER FEES
               (fees paid directly from your investment)
               --------------------------------------------------
               <S>                                           <C>
               Maximum Sales Load                            None

               Maximum Deferred Sales Charge                 None

               Redemption                                    None

               Exchange                                      None
</TABLE>

<TABLE>
<CAPTION>
               --------------------------------------------------

                        ANNUAL FUND OPERATING EXPENSES
                            (paid from Fund assets)

               --------------------------------------------------
               <S>                                        <C>
               Management Fees                            0.04%
               --------------------------------------------------
               Distribution (12b-1) Fees                  0.25%
               --------------------------------------------------
               Other Expenses                             0.97%
               --------------------------------------------------
               Total Annual Fund Operating Expenses       1.24%
               --------------------------------------------------
               Fee Waiver                                (0.77)%*
               --------------------------------------------------
               Net Annual Fund Operating Expenses         0.47%
               --------------------------------------------------
</TABLE>
               * The amount for "Other Expenses" includes
               administration fees payable to ALPS.  ALPS has
               contractually agreed to waive a portion of the
               administration fees that it is entitled to
               receive, and/or assume a portion of Fund expenses,
               until at least April 30, 2000.  As a result, Net
               Annual Fund Operating Expenses for the Fund will
               be no more than 0.47% for that period. Currently,
               ALPS is waiving fees to the extent necessary to
               limit Net Annual Fund Operating Expenses to 0.45%.
               You will be notified if these waivers are discounted
               after April 30, 2000 resulting in a material change
               to the expense ratio.
               ----------------------------------------------------

EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that the Fund returns 5% each year. After one year, the example
does not take into consideration ALPS' agreement to waive fees. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

<TABLE>
<CAPTION>
                                    ONE        THREE
                                   YEAR        YEARS
<S>                                <C>         <C>
- --------------------------------------------------------------------------------
PRIME MONEY MARKET FUND            $48         $317
</TABLE>



2 -------------------------------------------------------------------- [GRAPHIC]


<PAGE>

- --------------------------------------------------------------------------------
                               INVESTMENT DETAILS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Fund is to seek as high
a level of current income as is consistent with preservation of capital and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES -- In seeking to achieve its investment
objective, the Fund's investments include, but are not limited to, the following
U.S. dollar denominated, short-term money market instruments: (1) U.S.
Government Obligations, including stripped U.S. Government Obligations; (2) debt
obligations of corporations, banks, savings and loan institutions, insurance
companies and mortgage bankers; (3) commercial paper, including those with
floating or variable rates of interest; (4) foreign bank obligations; (5)
repurchase agreements; and (6) asset-backed or mortgage-related securities. In
any event, however, the Fund only will invest in those securities that the
Adviser, under the direction of the Board of Trustees of Financial Investors
Trust (the "Board"), determine present minimal credit risk and that the Advisers
determines are "eligible securities." Eligible securities are those securities
that are rated in one of the two highest categories by a National Recognized
Statistical Rating Organization ("NRSRO") or, if the security is unrated, the
Adviser has determined that the security is comparable to similarly rated
securities.

In selecting securities for the Fund, the Adviser examines the yields on various
types and maturities of money market securities against the Adviser's outlook
for interest rates. For example, mortgage related securities often offer a yield
advantage over Treasury bills. And if rates are expected to fall,
longer-maturities may be purchased, which typically have higher yields than
shorter maturities, to try to preserve the Fund's income level. Conversely,
shorter maturities may be favored if rates are expected to rise. The Fund's
average weighted maturity will not exceed 90 days, and its yield will fluctuate
with changes in short-term interest rates. Also, the securities held by the Fund
will, at the time of purchase, have remaining maturities of 13 months or less.

PRINCIPAL INVESTMENT RISKS -- An investment in the Fund is subject to many
risks, including:

- - INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - CREDIT RISK. The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - PREPAYMENT RISK. This investment risk is primarily associated with
mortgage-backed securities. During a period of declining interest rates,
homeowners may refinance their high-rate mortgages and prepay the principal.
Cash from these prepayments flows through the prepay the mortgage-backed
securities, necessitating reinvestment in bonds with lower interest rates, which
may lower the return of the Fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:

- - U.S. GOVERNMENT OBLIGATIONS: U.S. government obligations are debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. government. Not all U.S. government obligations are backed by the full
faith and credit of the United States. For example, obligations issued by the
Federal Farm Credit Bank or by the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances. There is no guarantee that the government will support
these obligations if it is not required to do so, and, therefore, they involve
more risk than other government obligations.

- - BANKER'S ACCEPTANCES: Bank issued commitments to pay for merchandise sold in
the import/export market.

- - CORPORATE DEBT OBLIGATIONS: Corporate debt obligations include bonds, notes,
debentures, and other obligations of corporate entities to pay interest and
repay principal.

- - COMMERCIAL PAPER: Unsecured promissory notes that corporations typically issue
to finance current operations and other expenditures.

[GRAPHIC] -------------------------------------------------------------------- 3
<PAGE>

- - ASSET-BACKED SECURITIES: Asset-backed securities are securities whose
principal and interest payments are collateralized by pools of assets such as
auto loans, credit card receivables, leases, installment contracts and personal
property. Such asset pools are securitized through the use of special purpose
trusts or corporations. Principal and interest payments may be credit enhanced
by a letter of credit, a pool insurance policy or a senior/subordinated
structure.

- - MORTGAGE-RELATED SECURITIES: Mortgage related securities or mortgage-backed
securities represent direct or indirect participations in, or are collateralized
by and payable from, mortgage loans secured by real property. Mortgage-backed
securities can be backed by either fixed rate mortgage loans or adjustable rate
mortgage loans, and may be issued by either a governmental or non-governmental
entity. Typically, mortgage-backed securities issued by private entities do not
have the same credit standing as mortgage-backed securities issued or guaranteed
by the U.S. Government.

- - FOREIGN BANK OBLIGATIONS: U.S. Dollar denominated obligations of United States
branches of foreign banks which at the time of investment (i) have more than $10
billion, or the equivalent in other currencies, in total assets; and (ii) in the
opinion of the Adviser are of comparable quality to similar obligations of U.S.
banks.

- - REPURCHASE AGREEMENTS: Repurchase agreements involve the purchase of a
security by a purchaser and a simultaneous agreement by the seller (generally a
bank or dealer) to repurchase the security from the purchaser at a specified
date or on demand. This technique offers a method of earning income on idle
cash.

The Statement of Additional Information ("SAI") contains additional information
about the risks associated with investing in the Fund.

YEAR 2000 RISK -- The Fund could be adversely affected if the computer
systems used by the Fund and the Fund's other service providers do not
properly process and calculate date-related information on or after January
1, 2000. We are working to avoid Year 2000-related problems in our systems
and to obtain assurances from other service providers that they are taking
similar steps. In addition, issuers of securities in which the Fund invests
may be adversely affected by Year 2000-related problems. This could have an
impact on the value of the Fund's investments and the Fund's share price.

- --------------------------------------------------------------------------------
                             WHO MANAGES THE FUND?
- --------------------------------------------------------------------------------

The Adviser is a wholly-owned subsidiary of General Electric Company ("GE").
The principal address of the Adviser is 3003 Summer Street, Stamford, CT
06905. Through GEIM and General Electric Investment Corporation ("GEIC"), an
affiliated company of GEIM, wholly owned by GE, and their predecessors, GE
has more than 70 years of investment management experience. GEIM and GEIC
collectively provide investment management services to various institutional
accounts with total assets as of June 30, 1998 of approximately $69 billion,
of which approximately $1.7 billion was invested in money market funds.

Pursuant to the Investment Advisory Agreement, the Adviser has agreed to
provide a continuous investment program for the Fund, including investment
research and management with respect to the assets of the Fund. GEIM is
entitled to receive management fees of 0.04% on the first $500 million of
average net assets of the Fund, 0.06% on the next $500 million and 0.08% on
average net assets in excess of $1 billion. During the fiscal year ended
April 30, 1999, the Fund paid the Adviser 0.04% of average net assets of the
Fund in advisory fees.

ADMINISTRATIVE SERVICES AGREEMENT

The Trustees have entered into an administrative services agreement with ALPS.
Under the administrative services agreement, ALPS provides the Fund with certain
administrative and clerical services, including, but not limited to: preparing
the Fund's semi-annual reports; coordinating the preparation of the Fund's
Federal and state tax returns; monitoring the Fund's compliance with its
investment restrictions and policies; and generally assisting in the operation
of the Fund. In addition, under the administrative services agreement ALPS also,
among other things, performs fund accounting and transfer agency services, and
pays the costs of the Fund's custodian and external auditors. Pursuant to the
administrative services agreement, ALPS is entitled to receive a fee from the
Fund that is computed daily and paid monthly at the following annual rates: the
greater of $360,000 or 0.16% of average daily net assets of the Fund up to $500
million; 0.14% of average daily net assets of the Fund in excess of $500 million
up to $1 billion; and 0.12% of the average daily net assets of the Fund that
exceed $1 billion.


4 -------------------------------------------------------------------- [GRAPHIC]

<PAGE>

ALPS has contractually agreed to waive a portion of the administration fees that
it is entitled to receive from the Fund and to assume a portion of the expenses
of the Fund until at least April 30, 2000. More particularly, ALPS has
contractually agreed to waive a portion of the administration fees that it is
entitled to receive under the administrative services agreement with the Fund ,
and/or assume a portion of Fund expenses, to the extent necessary for the Fund
to maintain an expense ratio that does not exceed 0.47% of the average net
assets of the Fund. Currently, ALPS is waiving fees to the extent necessary to
limit the Fund's expense ratio for Class II to 0.45%.

During the fiscal period ended April 30, 1999, ALPS earned administration fees
of $142,027 before waiving fees of $118,340.

- --------------------------------------------------------------------------------
                          HOW DO I INVEST IN THE FUND?
- --------------------------------------------------------------------------------

HOW ARE INVESTMENTS MADE?

As described below, shares of the Fund may be purchased through ALPS. Shares of
the Fund may be purchased using the Federal Reserve Wire System ("Federal
Funds") or by check or money order. Your check or money order must be payable in
U.S. dollars to the Fund and be drawn on a bank located within the U.S.

Federal Funds should be wired to:

     State Street Bank & Trust Co.
     ABA# 011000028
     Prime Money Market Fund
     Credit DDA# 22404081
     (Account Registration)
     (Account Number)

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. ALPS
serves as the Fund's Transfer Agent and ALPS maintains records of each
shareholder's holdings of Fund shares. Financial Investors Trust (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. Your completed application should be forwarded
to:

                           Financial Investors Trust
                          370 17th Street, Suite 3100
                                Denver, CO 80202

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 by the Fund in the proper form. If your purchase order is received
in proper order by the Fund by 5:00 p.m. Eastern Time, your order will be
executed that day.

MINIMUM PURCHASE AND ACCOUNT BALANCE REQUIREMENTS

The minimum initial investment in the Fund is $25,000 and additional
investments may be made in any amount. The minimum purchase requirements do
not apply to reinvested dividends. If your account balance falls below
$5,000 due to redemptions or exchanges, your account may be closed. In the
event that your account is closed, the Fund will wire the proceeds to the
bank account of record, or issue a check to the shareholder of record. The
Fund will notify you when your account balance has fallen below $5,000 and
you will be given 30 days to increase your investment above that amount.

HOW TO REDEEM FUND SHARES

You may redeem all or any part of the value of your account(s) on any day the
assets of the Fund are valued (a "Business Day"). You may redeem by mail,
telephone or facsimile if you have established those options with the Fund.
Redemption orders are processed at the net asset value per share next
determined after the Fund receives your order. If the Fund receives your
redemption order before 1:00 p.m. Eastern Time on a Business Day, the Fund
will generally pay for your redeemed shares on that day. Otherwise, the Fund
generally will pay for your redeemed shares on the next Business Day. The
Fund reserves the right to pay for redeemed shares within seven days after
receiving your redemption order if, in the judgment of the Adviser, an
earlier payment could adversely affect the Fund.

REGULAR REDEMPTIONS: You may redeem shares by sending a written request
to Financial Investors Trust, 370 17th Street, Suite 3100, Denver, CO 80202. You
must sign a redemption request. Your written redemption request must:

(i) state the number of shares to be redeemed; and
(ii) identify your shareholder account number.

EACH SIGNATURE MUST BE GUARANTEED BY EITHER A BANK THAT IS A MEMBER OF THE
FDIC, A TRUST COMPANY OR A MEMBER FIRM OF A NATIONAL SECURITIES EXCHANGE OR
OTHER ELIGIBLE GUARANTOR INSTITUTION. THE FUND WILL NOT ACCEPT GUARANTEES


[GRAPHIC] -------------------------------------------------------------------- 5
<PAGE>

FROM NOTARIES PUBLIC. Guarantees must be signed by an authorized person at
the guarantor institution, and the words "Signature Guaranteed" must appear
with the signature. A redemption request will not be deemed to be properly
received until the Fund receives all required documents in proper form.

When the Fund wires your redemption proceeds, the wire must be paid to the
same bank and account as designated on the Fund's Account Application or in
your written instructions to the Fund. If your bank is not a member of the
Federal Reserve System, your redemption proceeds will be wired to a
correspondent bank. Immediate notification by the correspondent bank to your
bank will be necessary to avoid a delay in crediting the funds to your bank
account.

BY TELEPHONE AND FACSIMILE: You may redeem shares by telephone or facsimile.
Shareholders must check the appropriate box on the Account Application to
activate facsimile and/or telephone redemption privileges. Shares may be
redeemed by telephoning the Fund at (800) 298-3442 (or sending a facsimile
transmission to the Fund at (303) 825-2575 and giving the account name,
account number, Personal Identification Number (PIN#), name of Fund and
amount of redemption). Proceeds from redemptions will be wired directly to
your account at a commercial bank within the United States.

In order to arrange for facsimile and/or telephone redemptions after you have
opened your account, or to change the bank account or address designated to
receive redemption proceeds, send a written request to the Fund at the
address listed under "REGULAR REDEMPTIONS." The request must be signed by you
with the signatures guaranteed as described above. The Trust may modify or
terminate procedures for redeeming shares by telephone but will not
materially change or terminate it without giving shareholders 60 days'
written notice.

During periods of substantial economic or market change, telephone or
facsimile redemptions may be difficult to complete. If you are unable to
contact the Fund by telephone or facsimile, you may redeem your shares by
mail as described above under "REGULAR REDEMPTIONS."

By electing the facsimile and/or telephone redemption option, you may be
giving up a measure of security which you might have had if you were to
redeem in writing. The Trust will employ reasonable procedures to confirm
that instructions communicated by telephone or facsimile are genuine, such as
recording telephone calls, providing written confirmation of transactions, or
requiring a form of personal identification prior to acting on instructions
received by telephone or facsimile. To the extent the Trust does not employ
reasonable procedures, it and/or its service contractors may be liable for
any losses due to unauthorized or fraudulent instructions. Neither the Trust
nor ALPS will be liable for following instructions communicated by telephone
or facsimile that are reasonably believed to be genuine. Accordingly, you, as
a result of this policy, may bear the risk of fraudulent telephone or
facsimile redemption transactions.

CHECK REDEMPTION: You may write an unlimited number of checks drawn on your
account by either requesting the privilege on your account application or by
sending a written request to the Fund. In order to establish the checkwriting
option, you must manually sign a signature card that includes all authorized
individuals. Checks will be sent only to the registered owner(s) of the
account and only to the address of record. Checks may be made payable to the
order of any person. When a check is presented to the Transfer Agent for
payment, the Transfer Agent, as your agent, will cause the Fund to redeem a
sufficient number of your Fund shares to cover the amount of the check.
Shares earn dividends through the day the redemption is processed. There is
no charge to you for the use of the checks; however, the Transfer Agent will
impose a charge for stopping payment of a check upon your request, or if the
Transfer Agent cannot honor a check due to insufficient funds or other valid
reasons. A request to reverse a stop payment order must be received in
writing.

Checks may not be written to redeem shares purchased by check until the date
that good funds are credited to the Fund's custodian by its correspondent
bank. If the amount of the check is greater than the value of the shares in
your account, the check will be returned marked "Insufficient Funds." Checks
written on amounts subject to the hold described above will be returned
marked "Uncollected." If your check does not clear, you will be responsible
for any loss the Fund, Custodian, or Transfer Agent may incur.

A check may not be used to close an account. Checkwriting is not available to
holders of shares in certificate form or if you are subject to Internal
Revenue Service backup withholding. It is also inadvisable for you to write a
check for an amount close to the total value of your account. The Trust
reserves the right to terminate or alter the checkwriting service at any time.

EXCHANGE OF FUND SHARES

You may sell your Fund shares and buy shares of the U.S. Government Money
Market Fund or the Prime Money Market Fund, other investment portfolios of
the Trust, in exchange by written request. There are no fees or commissions
for exchanging Fund shares. However, you must satisfy the minimum balance
requirements of each Fund that you are considering investing in. If you have
established the privilege on your Account Application, you may also initiate
exchanges by telephone or facsimile. Exchange requests should be directed to
the Fund at (800) 298-3442.


6 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>


Exchange transactions must be for amounts of $1,000 or more. Exchanges may
have tax consequences, so you should consult your tax adviser for further
information. The Fund into which you want to exchange must be registered for
sale in your state. Prior to requesting an exchange of Fund shares you should
call the Fund at (800) 298-3442 to request a current prospectus for the Fund
which you want to exchange and you should read the prospectus carefully
before investing.

During periods of significant economic or market change, telephone or
facsimile exchanges may be difficult to complete. If you are unable to
contact the Fund by telephone or facsimile, you may also mail the exchange
request to the Fund at the address listed under "REGULAR REDEMPTIONS."
Neither the Trust nor ALPS will be responsible for the authenticity of
exchange instructions received by telephone or facsimile except as set forth
under "HOW TO REDEEM FUND SHARES - BY TELEPHONE AND FACSIMILE."

The Trust can provide you with information concerning certain limitations on
the exchange privilege, including those related to frequency. The Trust may
modify or terminate the exchange privilege but will not materially change or
terminate it without giving shareholders 60 days' written notice.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price
or net asset value (NAV). The share price for each Class of shares of the
Fund is determined by adding the value of each Class' proportional share of
the Fund's investments, cash and other assets, deducting each Class'
proportional share of liabilities, and then dividing that value by the total
number of the shares outstanding in that Class. The Fund normally calculates
its NAV at 5:00 p.m. Eastern Time.

The Trustees have established procedures designed to maintain a stable net
asset value of $1.00 per share, to the extent reasonably possible. More
particularly, the Trustees have approved and adopted procedures under Rule
2a-7. Under guidelines of Rule 2a-7, the Fund uses the amortized cost method
to value its portfolio securities. The amortized cost method involves valuing
a security at its cost and amortizing any discount or premium over the period
of maturity, regardless of the impact of fluctuating interest rates on the
market value of the security.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

While municipal investors are generally exempt from Federal income taxes,
each investor should independently ascertain its tax status. With respect to
investors who are not exempt from Federal income taxes, dividends derived
from net investment income and short term capital gains are taxable as
ordinary income distributions and are taxable when paid, whether investors
receive distributions in cash or reinvest them in additional shares, except
that distributions declared in December and paid in January are taxable as if
paid on December 31. The Fund will send to non-exempt investors an IRS Form
1099-DIV showing their taxable distributions for the past calendar year.

The Fund has qualified and intends to continue to qualify as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"). This qualification will relieve the Fund of liability for Federal
income taxes to the extent its earnings are distributed in accordance with
the Code and it meets other requirements for qualification as set forth in
the Code.

The information above is only a summary of some of the federal tax
consequences generally affecting the Fund and its shareholders, and no
attempt has been made to discuss individual tax consequences. In addition to
Federal taxes, investors may be subject to state or local taxes on their
investment. Investors should consult their tax advisor to determine whether
the Fund is suitable to their particular tax situation.

When investors sign their account application, they will be asked to certify
that their social security or taxpayer identification number is correct and
that they are not subject to 31% backup withholding for failing to report
income to the IRS. If investors violate IRS regulations, the IRS can require
the Fund to withhold 31% of taxable distributions and redemptions.

The Fund declares dividends from net investment income daily and pays such
dividends monthly. The Fund intends to distribute substantially all of its
net investment income and capital gains, if any, to shareholders each
calendar year as well as on a fiscal year basis.

Since all of the Fund's net investment income is expected to be derived from
earned interest, it is anticipated that all dividends paid by the Fund will
be taxable as ordinary income to those shareholders who are not exempt from
Federal income taxes, and that no part of any distribution will be eligible
for the dividends received deduction for corporations.


[GRAPHIC] -------------------------------------------------------------------- 7
<PAGE>
- --------------------------------------------------------------------------------
                             DISTRIBUTION PLAN
- --------------------------------------------------------------------------------
The Trustess have adopted a Distribution Plan on behalf of Class II of the
Fund pursuant to Rule 12b-1 (the "Rule") under the 1940 Act. The Distribution
Plan provides for payment of a fee to ALPS at the annual rate of up to .25%
of the average net assets of Class II for distribution-related services.
These services include, but are not limited to the following: formulation and
implementation of marketing and promotional activities, such as mail
promotions and television, radio, newspaper, magazine and other mass media
advertising; preparation, printing and distribution of prospectuses of the
Prime Fund and reports to recipients other than exisitng shareholders of the
Prime Fund; obtaining such information, analysis and reports with respect to
marketing and promotional activities as ALPS may, from time to time, deem
advisable; making payments to securities dealers and others engaged in the
sales of Class II Shares of the Prime Fund; and providing training, marketing
and support to such dealers and others with respect to the sale of Class II
Shares of the Prime Fund. The Distribution Fee is an expense of Class II in
addition to the Management Fee, and Adminstration Fee, and will reduce the
net income and total return of that Class.

- --------------------------------------------------------------------------------
                             FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
(800) 298-3442.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial
interest outstanding throughout the period indicated(1):
<TABLE>
<CAPTION>
                                                                 For the Period
                                                      December 10, 1998 to April 30, 1999
                                              ----------------------------------------------------------
                                                                    Class II
                                              ----------------------------------------------------------
<S>                                                                 <C>
Net asset value - beginning of period                               $1.00
- --------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                                0.02
- --------------------------------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income                                (0.02)
- --------------------------------------------------------------------------------------------------------

Net asset value - end of period                                     $1.00
- --------------------------------------------------------------------------------------------------------

Total return                                                         4.55%(2)
- --------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000)                                      $2
- --------------------------------------------------------------------------------------------------------

Ratio of expenses to average net assets                              0.45%(2)
- --------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets                                                 4.53%(2)
- --------------------------------------------------------------------------------------------------------
Ratio of expenses to average net assets
  without fee waivers                                                1.24%(2)
- --------------------------------------------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers                            3.74%(2)
- --------------------------------------------------------------------------------------------------------
</TABLE>

(1) Class II commenced operations on December 23, 1998.
(2) Annualized.


8 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------

ADDITIONAL, NON PRINCIPAL, INFORMATION ABOUT THE FUND'S INVESTMENTS

The following information provides a brief description of the
securities in which the Fund may invest and the transactions it may make. The
Fund is not limited by this discussion, however, and may purchase other types of
securities and may enter into other types of transactions if they are consistent
with the Fund's investment objective and policies.

DELAYED-DELIVERY AND WHEN-ISSUED TRANSACTIONS. The Fund may buy and sell
obligations on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The market value of obligations
purchased in this way may change before the delivery date, which could
increase fluctuations in the Fund's share price, yield, and return.
Ordinarily, the Fund will not earn interest on obligations until they are
delivered.

DEMAND FEATURES AND STAND-BY COMMITMENTS. A demand feature is a put that
entitles the security holder to repayment of the principal amount of the
underlying security at any time or at specified intervals. A standby
commitment is a put that entitles the security holder to same-day settlement
at amortized cost plus accrued interest.

ILLIQUID INVESTMENTS. Under guidelines established by the Trustees, the
Adviser determines the liquidity of the Fund's investments. The absence of a
trading market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expense, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price. The Fund may invest up to
10% of its assets in illiquid investments and private placement.

REFUNDING CONTRACTS. The Fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the Fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. Although the Fund may
sell its rights under a refunding contract, these contracts are relatively
new and the secondary market for them may be less liquid than the secondary
market for other types of municipal securities.

STRIPPED U.S. GOVERNMENT OBLIGATIONS. Stripped securities are created by
separating the income and principal components of a debt instrument and selling
them separately. The Fund may purchase U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) that are created when the
coupon payments and the principal payments are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by the Resolution
Funding Corporation (REFCORP) can also be stripped in this fashion. REFCORP
STRIPS are eligible investments for the Fund.

The Fund also may purchase privately stripped government securities, which are
created when a dealer deposits a Treasury security or federal agency security
with a custodian for safekeeping and then sells the coupon payments and
principal payments that will be generated by this security. Proprietary
receipts, such as Certificates of Accrual on Treasury Securities (CATS),
Treasury Investment Growth Receipts (TIGRs), and generic Treasury Receipts
(TRs), are stripped U.S. Treasury securities that are separated into their
component parts through trusts created by their broker sponsors. Bonds issued
by the Financing Corporation (FICO) can also be stripped in this fashion.

U.S. TREASURY OBLIGATIONS. U.S. Treasury obligations are obligations issued by
the United States and backed by its full faith and credit.

VARIABLE AND FLOATING RATE INSTRUMENTS. Variable and floating rate instruments,
including certain participation interests in municipal obligations, have
interest rate adjustment formulas that help to stabilize their market values.
Many variable or floating rate instruments also carry demand features that
permit the Fund to sell them at par value plus accrued interest on short notice.

ZERO COUPON BOND. The Fund may invest in zero coupon securities. Zero coupon
bonds purchased by the Fund do not make regular interest payments; instead they
are sold at a deep discount from their face value and are redeemed at face value
when they mature. Because zero coupon bonds do not pay current income, their
prices can be very volatile when interest rates change. In calculating its daily
dividend, the Fund takes into account as income a portion of the difference
between a zero coupon bond's purchase price and its face value. The market
prices of zero coupon securities generally are more volatile than the market
prices of securities that pay interest periodically and are more sensitive to
changes in interest rates than non-zero coupon securities having similar
maturities and credit qualities.


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<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents
are available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund.  A
current SAI has been filed with the Securities and Exchange Commission (the
"SEC') and is incorporated herin by reference.  For a copy of the SAI, write
or call the Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and
copied, upon payment of a duplicating fee, at the SEC's Public Reference Room
in Washington, D.C.  You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http:/www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund.  For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information
about the Fund's investments.  The annual report contains a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance during the last fiscal year.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
         TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
     REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION
     ABOUT THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO
      ALPS MUTUAL FUNDS SERVICE AT 370 17TH STREET, SUITE 3100, DENVER,
                 COLORADO 80202 OR CALL ALPS AT 1-800-298-3442.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


                                              ---------------------------------
                                              ---------------------------------
                                              FINANCIAL INVESTORS TRUST
                                              FUNDS
GE INVESTMENTS
- -----------------------------------           - Are NOT insured by the FDIC, a
THE INVESTMENT MANAGEMENT ARM OF GE             bank or any agency of the U.S.
INVESTMENT ADVISOR                              Government.
                                              - Are NOT bank deposits or
                                                other obligations of or
ALPS                                            guaranteed by a bank.
- ---------------------------                   - Involve investment risks,
 MUTUAL FUNDS SERVICES                          including the possible loss of
                                                the principal amount invested.
Sponsor and Distributor                       ---------------------------------
                                              ---------------------------------

                                      Investment Company Act File No. 811-08194
<PAGE>

[LOGO]
ARISTATA                          EQUITY FUND
MUTUAL FUNDS                      PROSPECTUS
                                AUGUST 27, 1999
A CLASS ABOVE









                                   [GRAPHIC]








   AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION
   HAS NOT APPROVED OR DISAPPROVED THIS FUND'S SHARES OR DETERMINED
   WHETHER THE INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE.
   ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.


<PAGE>

- --------------------------------------------------------------------------------
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Investment Objective, Principal Strategies and Risks..........................1

Performance...................................................................2

Fees and Expenses of the Fund.................................................2

Investment Details............................................................2

Who Manages the Fund?.........................................................4

How Do I Invest in the Fund?..................................................7

Financial Highlights.........................................................11

Appendix....................................................................A-1

Additional Information about the Fund................................Back Cover
</TABLE>




No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

- --------------------------------------------------------------------------------
INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND RISKS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The Aristata Equity Fund (the "Fund") seeks to provide
investors with long-term growth of capital and dividend income by investing
primarily in common stocks and securities convertible into common stocks.

PRINCIPAL INVESTMENT STRATEGIES -- Under normal market conditions, the Adviser
currently intends to invest at least 80% of the Fund's assets in domestic common
stocks, preferred stocks, and other securities that are convertible into common
stock. Additionally, the Fund may invest in investment grade fixed-income
securities, cash, and short-term fixed-income securities that are considered to
be cash equivalents. The Fund may also invest up to 10% of its total assets in
securities of foreign issuers, whose securities may trade in U.S. or foreign
markets. The Fund Adviser follows a strategy that first attempts to identify
undervalued industry groups within the stock market. The Adviser then employees
this "Value" investment style by selecting companies within particular
industries that appear most attractive from a valuation standpoint. The Adviser
applies this "Value" investment style by investing in a diversified portfolio of
stocks that include seasoned organizations of large, medium and small companies.
Undervalued stocks are generally out of favor with investors and consequently
trade at prices below what the Adviser feels the stocks are worth in relation to
earnings, book value, historical valuations and/or comparable companies in the
industry.

          ------------------------------------------------------------
          FUND FACTS

          GOAL:
          To provide investors with long-term growth of capital and
          dividend income

          PRINCIPAL INVESTMENTS:
          - Common Stocks
          - Convertible Securities
          - Fixed-Income Securities

          INVESTMENT ADVISER (THE "ADVISER"):
          - Tempest, Isenhart, Chafee, Lansdowne
            & Assoc., Inc.

          DISTRIBUTOR:
          - ALPS Mutual Fund Services, Inc. ("ALPS")
          ------------------------------------------------------------

PRINCIPAL INVESTMENT RISKS -- The principal risks of investing in this Fund are:

- - STOCK MARKET RISK -- The value of the stocks and other securities owned by the
Fund will fluctuate depending on the performance of the companies that issued
them, general market and economic conditions, and investor confidence. In
addition, if our assessment of a company's potential is not correct, the
securities in the portfolio may not increase in value, and could even decrease
in value.

- - INVESTMENT STYLE RISK -- Market performance tends to be cyclical, and during
various cycles, certain investment styles may fall in and out of favor. If the
market is not favoring the Fund's value style of investing, the Fund's gains may
not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ADDITIONALLY, THE VALUE OF THE FUND'S SHARES, LIKE STOCK PRICES GENERALLY, WILL
FLUCTUATE WITHIN A WIDE RANGE, SO AN INVESTOR IN THE FUND COULD LOSE MONEY OVER
SHORT OR EVEN LONG PERIODS.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains more specific information
about the risks associated with investing in the Fund.

- --------------------------------------------------------------------------------
SHOULD I INVEST IN THE ARISTATA EQUITY FUND?

The Fund may be appropriate for you if:

- - You are seeking an investment that aims to provide capital appreciation over
  the long term.

- - You can tolerate price fluctuations and volatility that are inherent in
  investing in a broad-based stock mutual fund.

- - You wish to add a common stock fund to your existing investment portfolio.
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE
- --------------------------------------------------------------------------------

Because the Fund commenced operations in March of 1998, historical performance
is not yet presented for the Fund. Performance history will be presented for the
Fund after it has been in operation for one calendar year, i.e., January through
December.

- --------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUND
- --------------------------------------------------------------------------------

The information in this section describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.

<TABLE>
<CAPTION>
                                                   ------------------------------------------------------
     -----------------------------------------                 ANNUAL FUND OPERATING EXPENSES
     SHAREHOLDER FEES                                   (expenses that are deducted from Fund Assets)
     (fees paid directly from your investment)              (for the year ended April 30, 1999.)
     -----------------------------------------     ------------------------------------------------------
     <S>                                 <C>       <C>                                            <C>
     Maximum Sales Load                  None      Management Fees                                0.85%
     -----------------------------------------     ------------------------------------------------------
     Maximum Deferred Sales Charge       None      Distribution (12b-1) Fees                      None
     -----------------------------------------     ------------------------------------------------------
     Redemption                          None      Other Expenses                                 0.26%
     -----------------------------------------     ------------------------------------------------------
     Exchange                            None      Total Annual Fund Operating Expenses           1.11%*
     -----------------------------------------     ------------------------------------------------------
                                                   *The Adviser has agreed to waive that portion of its
                                                   fee to the extent necessary for the Fund to maintain
                                                   an expense ratio of not more than 1.05% of average
                                                   net assets of the Fund.  This waiver may be cancelled
                                                   at any time by the Adviser.
                                                   ------------------------------------------------------
</TABLE>

EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that total annual operating expenses set forth above are
incurred. The example also assumes a 5% return each year and that the Fund's
operating expenses will remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
                           One Year  Three Years  Five Years  Ten Years
     ---------------------------------------------------------------------
     <S>                   <C>       <C>          <C>         <C>
     Aristata Equity Fund    $113        $353        $611      $1,350
</TABLE>

- --------------------------------------------------------------------------------
INVESTMENT DETAILS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The Aristata Equity Fund (the "Fund") seeks to provide
investors with long-term growth of capital and dividend income by investing
primarily in common stocks and securities convertible into common stocks.

PRINCIPAL INVESTMENT STRATEGY -- Under normal market conditions, the Adviser
currently intends to invest at least 80% of the Fund's assets in domestic common
stocks, preferred stocks, and other securities that are convertible into common
stock. Additionally, the Fund may invest in investment grade fixed-income
securities, cash, and short-term fixed-income securities that are considered to
be cash equivalents. The Fund may also invest up to 10% of its total assets in
securities of foreign issuers, whose securities may trade in U.S. or foreign
markets.

The Fund Adviser follows a strategy that first attempts to identify undervalued
industry groups within the stock market. The Adviser then employs this "Value"
investment style by selecting companies within particular industries that appear
most attractive from a valuation standpoint. The Adviser applies this "Value"
investment style by investing in a diversified portfolio of stocks that include
seasoned organizations of large, medium and small companies. Undervalued stocks
are

<PAGE>

generally out of favor with investors and consequently trade at prices below
what the Adviser feels the stocks are worth in relation to earnings, book
value, historical valuations and/or comparable companies in the industry. The
Adviser believes that the changing nature of investor attitudes, the business
cycle and industry conditions can create undervalued stock prices.

To find undervalued securities the Adviser constantly evaluates general industry
conditions and individual company prospects. Traditional and proprietary
investment research and analysis of earnings, financial conditions, perceived
management skills, historical valuation ranges, and economic and financial
markets are made by the Adviser during the process of choosing investments for
the Fund. The Fund's investments generally, but not always, will have lower than
average price-to-earnings (P/E) ratios, and higher than the market average
dividend yield.

Securities are sold when they lose their perceived value relative to other
similar investments.

The Fund may also, from time to time, engage in the following investment
practices or techniques:

          ------------------------------------------------------------
          HOW DOES THE ADVISER IDENTIFY UNDERVALUED STOCKS?

          The Adviser employs a variety of analytical approaches to
          determine if a stock is undervalued.  Some of the
          principal measures used to identify such stocks are:

          PRICE/EARNINGS RATIO -- Dividing a stock's price by its
          earnings per share generates a price/earnings or P/E
          ratio.  A stock with a P/E that is below that of its
          peers, the market as a whole, or its own historical norm
          may represent an attractive opportunity.

          PRICE/BOOK VALUE RATIO -- Dividing a stock's price by its
          book value per share indicates how a stock is priced
          relative to the accounting (i.e., book) value of the
          company's assets.  A ratio below the market, that of its
          competitors, or its own historic norm could indicate an
          undervalued situation.

          DIVIDEND YIELD -- A stock's dividend yield is found by
          dividing its annual dividend by its share price.  A yield
          above a stock's own historic norm or that of its peers
          may suggest an attractive investment opportunity.
          ------------------------------------------------------------

BORROWING FROM BANKS. The Fund may borrow money from banks (up to 30% of the
Fund's total assets) for temporary or emergency purposes.

LENDING SECURITIES. The Fund may temporarily lend up to 30% of its Fund
securities to broker-dealers and institutions, but only when the loans are
fully collateralized.

TEMPORARY DEFENSIVE POSITION. The Fund may, from time to time, take temporary
defensive positions that are inconsistent with the Fund's principal investment
strategies in attempting to respond to adverse market, economic, political, or
other conditions. As a result of these temporary positions, the Fund may not
achieve its investment objective.

PRINCIPAL INVESTMENT RISKS -- The principal investment risks associated with
this Fund are:

- - STOCK MARKET RISK -- The value of the stocks and other securities owned by the
Fund will fluctuate depending on the performance of the companies that issued
them, general market and economic conditions, and investor confidence. In
addition, if our assessment of a company's potential is not correct, the
securities in the portfolio may not increase in value, and could even decrease
in value.

- - INVESTMENT STYLE RISK -- Market performance tends to be cyclical, and during
various cycles, certain investment styles may fall in and out of favor. If the
market is not favoring the Fund's value style of investing, the Fund's gains may
not be as big as, or its losses may be bigger than, other equity funds using
different investment styles.

OTHER INVESTMENT RISKS -- The Fund is also subject to certain other investment
risks, including:

- - LIQUIDITY RISK -- The risk that certain securities or other investments may be
difficult or impossible to sell at the time the Fund would like to sell them or
it may be difficult for the Fund to sell the investment for the value the Fund
has placed on it.

- - FOREIGN SECURITIES RISK -- The risk that foreign securities may be adversely
affected by political instability of the issuer's country, changes in currency
exchange rates, foreign economic conditions, or regulatory and reporting
standards that are less stringent than those of the United States.

- - CALL RISK -- The risk that an issuer will exercise its right to pay principal
on an obligation held by the Fund (such as a mortgage backed security) earlier
than expected. This may happen when there is a decline in interest rates. Under
these

<PAGE>

circumstances, the Fund may be unable to recoup all of its initial investment
and will also suffer from having to reinvest in lower yielding securities.

- - CREDIT RISK -- The value of the debt securities held by the Fund fluctuates
with the credit quality of the issuers of those securities. Credit risk relates
to the ability of the issuer to make payments of principal and interest when
due, including default risk.

- - INTEREST RATE RISK -- When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - EXTENSION RISK -- The risk that an issuer will exercise its right to pay
principal on an obligation held by the Fund later than expected. This may happen
when there is a rise in interest rates. Under these circumstances, the value of
the obligation will decrease and the Fund will also suffer from the inability to
invest in higher yielding securities.

- - YEAR 2000 RISK -- The Fund could be adversely affected if the computer systems
used by the Fund and the Fund's other service providers do not properly process
and calculate date-related information on or after January 1, 2000. We are
working to avoid Year 2000-related problems in our systems and to obtain
assurances from other service providers that they are taking similar steps. In
addition, issuers of securities in which the Fund invests may be adversely
affected by Year 2000-related problems. This could have an impact on the value
of the Fund's investments and the Fund's share price.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:

COMMON STOCKS:  Securities that represent shares of ownership in a
corporation.  Stockholders participate in the corporation's profits and
losses, proportionate to the number of shares they own.

AMERICAN DEPOSITARY RECEIPTS: Certificates issued by a U.S. bank which represent
a stated number of shares of a foreign corporation that the bank holds in its
vault. An ADR entitles the holder to all dividends and capital gains earned by
the underlying foreign shares. While ADRs represent a stated number of shares of
a foreign corporation, ADRs are traded on domestic securities exchanges.

FIXED-INCOME SECURITIES: Fixed-income securities include bonds, notes,
debentures, and other obligations of corporations, the Federal government and
Federal agencies entities to pay interest and repay principal.

CONVERTIBLE SECURITIES: Convertible securities are preferred stock or debt
obligations that are convertible into common stock. Convertible securities have
both equity and debt or fixed-income risk characteristics.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS: Repurchase agreements
involve the purchase of a security by a purchaser and a simultaneous agreement
by the seller (generally a bank or dealer) to repurchase the security from the
purchaser at a specified date or on demand. This technique offers a method of
earning income on idle cash. Reverse repurchase agreements involve the sale of a
security to another party (generally a bank or dealer) in return for cash and an
agreement to buy the security back at a specified price and time.

For more information about the securities in which the Fund invests, please
refer to the Appendix to this Prospectus and the SAI.

- --------------------------------------------------------------------------------
WHO MANAGES THE FUND?
- --------------------------------------------------------------------------------

Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc., ("Tempest, Isenhart") 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.

<PAGE>

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 members
include: Robert J. Alder, CFA, J. Jeffrey Dohse, Barbara Grummel and Greg H.
Thompson, CFA.

Mr. Lansdowne earned both his B.S. (1969) and his M.B.A. (1972) from the
University of Denver. He was awarded the Chartered Financial Analyst (CFA)
designation in 1977. Mr. Lansdowne joined Tempest, Isenhart in 1983 as
Director of Research. He began his career as an Investment Officer with
Colorado National Bank in Denver. He later joined United Capital Management,
a subsidiary of United Bank of Denver, where he was Vice President and
Portfolio Manager, overseeing large corporate pension plans. Immediately
prior to joining the Adviser, 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. Mr. Dohse is the lead portfolio manager for
the Aristata Equity Fund.

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. Immediately
prior to joining the Adviser she was Executive Vice President with Lord Abbett
and Company, a 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.

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 (CFA) 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.

As stated on page 2, For the advisory services it provides to the Funds,
Tempest, Isenhart receives from the Fund a monthly fee, based on average daily
net assets, at the annual rate of 0.85%.

- --------------------------------------------------------------------------------
     FUND PERFORMANCE SINCE INCEPTION VS. S&P 500 INDEX AS OF JUNE 30, 1999
                             (Fund Inception 3/2/98)
<TABLE>
<CAPTION>
                                        EQUITY FUND       S&P 500 INDEX
                                        -----------       -------------
<S>                                     <C>               <C>
Since Inception (March 2, 1998)           20.01%              33.25%
</TABLE>
- --------------------------------------------------------------------------------

ADVISER'S PRIOR EQUITY PERFORMANCE. Although the Adviser did not manage a
registered investment company prior to March 2, 1998 (the date the Fund
commenced operations), the Adviser has been providing investment advisory
services to certain clients since 1976. Substantially all of the initial
investors in the Fund previously were investors in certain unregistered,
commingled investment pools advised by the Adviser (the "Pools") that were
converted into the Fund in March of 1998.

The performance information presented below represents the performance of those
Pools which had investment objectives, policies, and strategies substantially
similar to those of the Fund. However, the Pools were not subject to certain
limitations imposed on registered investment companies by the 1940 Act and the
Internal Revenue Code (the "Code"). If the Pools had

<PAGE>

been subject to the limitations of the 1940 Act and the Code, the performance
of the Pools may have been reduced. THE PAST PERFORMANCE INFORMATION
PRESENTED BELOW DOES NOT INDICATE HOW THE FUND WILL PERFORM IN THE FUTURE AND
IS INTENDED TO BE USED FOR PURPOSES OF COMPARISON ONLY.
<TABLE>
<CAPTION>
                               Assets Included in          Adviser's Equity
                                Adviser's Equity            Performance(2)             S&P 500 Index
              Year(1)              Performance     Before Waivers    After Waivers       Return(3)
              ----                 -----------     --------------    -------------       ------
              <S>              <C>                 <C>               <C>               <C>
              1976(4)              $1,518,789            8.65%         8.63%               5.90%
              1977                 $2,065,101           -1.05%        -0.99%              -7.40%
              1978                 $2,761,815            8.04%         8.11%               6.50%
              1979                 $4,296,091           32.10%        32.18%              18.50%
              1980                 $8,555,330           53.72%        53.81%              32.40%
              1981                 $8,576,467           -3.94%        -3.88%              -5.00%
              1982                 $9,303,758           22.76%        22.84%              21.60%
              1983                $11,429,058           16.89%        16.96%              22.60%
              1984                $12,488,443            4.01%         4.07%               6.40%
              1985                $17,084,735           36.63%        36.71%              31.90%
              1986                $21,918,621           16.26%        16.33%              18.80%
              1987                $21,331,298           -0.01%        -0.34%               5.20%
              1988                $23,289,415           20.06%        20.13%              16.50%
              1989                $29,968,045           23.07%        23.14%              31.70%
              1990                $29,015,064           -9.18%        -9.13%              -3.20%
              1991                $42,041,677           18.95%        19.02%              30.50%
              1992                $49,730,021           10.90%        10.98%               7.60%
              1993                $60,287,572           15.65%        15.72%              10.10%
              1994                $62,698,066           -4.57%        -4.52%               1.20%
              1995                $77,240,261           26.69%        26.76%              37.40%
              1996                $89,294,058           15.96%        16.03%              22.94%
              1997                $96,455,061           26.46%        26.53%              33.29%
              1998                $98,552,907           10.15%        10.23%              28.57%
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                     PRIOR PERFORMANCE
                                AVERAGE ANNUAL TOTAL RETURN

                                                              Adviser's Equity
                                                               Performance(2)             S&P 500 Index
                                                      Before Waivers    After Waivers       Return(3)
                                                      --------------    -------------     --------------
  <S>                                                 <C>               <C>               <C>
  For 1 Year Ended 1998(1)                                10.15%          10.23%            28.57%
  For 5 Years Ended 1998(1)                               14.32%          14.39%            23.98%
  For 10 Years Ended 1998(1)                              12.78%          12.85%            19.16%
  Since Inception (August 31, 1976)                       14.72%          14.77%            15.97%
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1)    All periods are ended December 31.
(2)    The annual total returns achieved by the Pools as presented above reflect
       the annual operating expenses of the Fund and are calculated in
       accordance with SEC guidelines. The performance information in the
       first column reflects the weighted average of the performance of the
       Pools and has been restated to reflect a total expense ratio of 1.11%
       which is the gross expense ratio that the Fund experienced for the
       fiscal period ended April 30, 1999 and which reflects a management fee
       of .85% of average net assets. The performance information in the
       second column has been restated to reflect a total expense ratio of
       1.05% which reflects certain voluntary fee waivers and/or expense
       reimbursements. These waivers and/or reimbursements may be modified or
       terminated at any time.
(3)    The S&P 500 Index is an unmanaged index tracking the performance of 500
       publicly traded U.S. Stocks and is often used to indicate the
       performance of the overall domestic stock market. The S&P 500 is not a
       mutual fund, and you cannot invest in it directly. Also, the
       performance of the S&P 500 does not reflect the costs associated with
       operating a mutual fund, such as buying, selling, and holding
       securities.
(4)    Data reflect performance for the period August 31, 1976 to
       December 31, 1976 only.

<PAGE>

- --------------------------------------------------------------------------------
HOW DO I INVEST IN THE FUND?
- --------------------------------------------------------------------------------

HOW ARE INVESTMENTS MADE?

As described below, you may purchase shares of the Fund through an authorized
broker or investment adviser, or directly from the Fund. Your 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. Your payment will be
invested in full and fractional shares of the Fund. Orders transmitted to the
Fund in proper form prior to 4:00 p.m., Eastern Time will be executed that day.
You will not receive certificates for shares that you purchase. ALPS serves as
the Fund's Transfer Agent and ALPS maintains records of each shareholder's
holdings of Fund shares. Your initial investment in the Fund must be preceded or
accompanied by a completed, signed application. The Fund reserves the right to
reject any purchase.

MINIMUM PURCHASE REQUIREMENTS

The minimum initial investment in the Fund is $2,000, including Individual
Retirement Accounts ("IRA") purchases. Any subsequent investments must be at
least $50, including IRA investments. All initial investments should be
accompanied by a completed Purchase Application. A Purchase Application
accompanies this Prospectus. You may obtain additional Purchase Applications by
calling the Fund at 1-800-644-8595. In order to establish an IRA, you must
complete a separate application that you can obtain by calling the Fund.

INVESTING THROUGH YOUR BROKER OR INVESTMENT ADVISER

Shares are available to new and existing shareholders through authorized brokers
and investment advisers. Simply complete a Purchase Application 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 and investment advisers may impose additional
requirements and charges for the services rendered.

Your orders received by 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 your orders are obligated to transmit them promptly. You will receive
written confirmation of your order within a few days of receipt of instructions
from your broker.

INVESTING DIRECTLY WITH THE FUND

You can invest in the Fund directly by using any of the methods described below.

BY MAIL. Make your check payable to the ARISTATA EQUITY FUND and mail it, along
with the Purchase Application (if your purchase is an initial investment), to
the address indicated on the Purchase Application. Third party and foreign
checks will not be accepted. For existing accounts please include the Fund name
and your account number on all checks.

BY BANK TRANSFER. After you have established an account with the Fund, a bank
transfer will allow you to transfer money from your bank account via the
Automated Clearing House (ACH) network to your Fund account. To use this
service, you must select this option on your Purchase Application. You also will
need an account with a bank that provides bank transfer services. (Your bank may
charge you a fee for this service.) Once you have established this option, 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 initial authorization for
the transfer to occur.

BY WIRE. To initiate your wire transaction, contact your depository institution
and instruct them to wire Federal Funds (monies transferred from one bank to
another through the Federal Reserve System with same-day availability)
to:

         State Street Bank & Trust Co.
         ABA# 011000028
         Aristata Equity Fund
         Credit DDA# 22404081
         (Account Registration)
         (Account Number)

AUTOMATIC INVESTMENT PROGRAM. The Automatic Investment Program offers a simple
way to establish and maintain a consistent investment program. You may arrange
automatic transfers (minimum $50 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 Fund is $250. You may change the amount
of your automatic investment, skip an investment, or stop the Automatic
Investment Program by calling the Fund at 1-800-644-8595 at least three business
days prior to your next scheduled investment date.

The Fund may at its discretion discontinue, suspend or change the practice of
accepting orders by any of the methods described above. The Fund reserves the
right to suspend the sale of shares, or to reject any purchase order,

<PAGE>

including orders in connection with exchanges, for any reason.

HOW DO I REDEEM FUND SHARES?

Shareholders may redeem their shares, in whole or in part, on each day the Fund
is valued (see the section entitled "HOW ARE FUND SHARES VALUED?" later in this
Prospectus). Shares will be redeemed at the net asset value next determined
after a proper redemption request has been received by the Fund in good form.

A redemption is a tax reportable transaction and any gain or loss is a taxable
event. See the section entitled "WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON
THIS INVESTMENT?" later in this Prospectus for more information.

Where the shares to be redeemed have been purchased by check, the payment of
redemption proceeds may be delayed until the purchasing check has cleared.
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. Also, if the New York
Stock Exchange is closed (or when trading is restricted) for any reason other
than customary weekend or holiday closings or if an emergency condition, as
determined by the SEC, merits such action, the Fund may suspend redemptions or
postpone payment dates beyond the normal seven day redemption period.

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. It may be difficult to make
contact by telephone during periods of severe market or economic change.
Shareholders should consider alternative methods of communications during such
times.

The Fund may modify or terminate its redemption 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 can redeem your shares directly from the Fund using any of the methods
described below.

REDEEMING YOUR SHARES USING AN AUTHORIZED BROKER OR INVESTMENT ADVISER

You may redeem your shares by contacting your authorized broker or investment
adviser and instructing them to redeem your shares. They will then contact ALPS
and place a redemption order on your behalf.

REDEEMING YOUR SHARES DIRECTLY FROM THE FUND

BY MAIL.  You may redeem your shares by sending a letter directly to the Fund.
To be accepted, a letter requesting redemption must include:

     - the Fund name and account registration from which you are redeeming
       shares;

     - your account number;

     - the amount to be redeemed and an authorized signature.

BY TELEPHONE. If you have established the telephone redemption privilege on your
Purchase Application, you may redeem your shares by calling the Fund at
1-800-644-8595. You should be prepared to give the telephone representative the
following information:

     - your account number, social security number and account registration;

     - the Fund name from which you are redeeming shares; and

     - the amount to be redeemed.

The telephone conversation may be recorded to protect you and the Fund. The Fund
employs reasonable procedures to confirm that instructions communicated to its
representatives 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.
However, if the Fund acts on instructions it reasonably believes to be genuine,
you will bear the loss. For your protection, telephone redemptions will be
suspended for a period of 10 days following an address change given over the
telephone.

BY WIRE. You may instruct the Fund to send your redemption proceeds via federal
wire ($1,000 minimum per transaction) or bank transfer to your personal bank.
Your instructions should include:

     - your account number, social security number and account registration;

<PAGE>

     - the Fund name from which you are redeeming shares; and

     - 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.

You cannot redeem shares held in IRAs using the telephone.

SYSTEMATIC WITHDRAWAL PLAN. If your Fund account balance is $10,000 or more, you
may elect to have periodic redemptions made from your account on a monthly,
quarterly, semi-annual or annual basis by completing the Systematic Withdrawal
Plan section of the Purchase Application. The minimum periodic withdrawal is
$100 and the transaction normally will be executed on the fifth or twentieth day
of the selected month(s). You may request that these payments be sent to a
predesignated bank account or other designated party. Depending on the size of
the payment requested and fluctuation in the net asset value of the shares
redeemed, redemptions for the purpose of making such payments may reduce or even
exhaust your account. If a shareholder participates in the Systematic Withdrawal
Plan, all dividends are automatically reinvested unless the shareholder directs
otherwise.

EXCHANGE OF FUND SHARES

The Fund offers two convenient ways to exchange shares in one Fund for shares in
another Fund in the Trust. Before engaging in an exchange transaction, a
shareholder should read carefully the Prospectus describing the Fund into which
the exchange will occur. A prospectus for any fund offered by the Trust can be
obtained without charge by writing to the Fund at the address listed on the
cover of this Prospectus. A shareholder may not exchange shares of one Fund for
shares of another Fund if that Fund is not qualified for sale in the state of
the shareholder's residence. Please call the Fund at 1-800-644-8595 to see if
the fund you are interested in is available in your state. The minimum amount
for an initial and subsequent exchange is $50. 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 the section entitled "WHAT IS THE EFFECT OF FEDERAL INCOME
TAX ON THIS INVESTMENT?" later in this Prospectus 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:

     - your account number;

     - the Fund from and the Fund into which you wish to exchange your
       investment;

     - the dollar or share amount you wish to exchange; and

     - an authorized signature.

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 1-800-644-8595. You should be prepared to give the
telephone representative the following information:

     - your account number, social security or tax identification number and
       account registration;

     - the name of the Fund from and the Fund into which you wish to transfer
       your investment; and

     - 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 the section entitled "REDEEMING YOUR SHARES DIRECTLY FROM
THE FUND - BY TELEPHONE" earlier in this Prospectus for a discussion of
telephone transactions generally.

INDIVIDUAL RETIREMENT ACCOUNTS

The Fund may be used as a funding medium for traditional and Roth IRAs. In
addition, a traditional or Roth IRA may be established through a custodial
account with the Fund. Completion of a special application is required in order
to create such an account, and the minimum initial investment for an IRA is
$2,000. Contributions to IRAs are subject to the limits and conditions
established by the Internal Revenue Service. For more information, call the Fund
at 1-800-644-8595 or your tax advisor.

<PAGE>

Additional account level fees are imposed for IRA accounts.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The share price for the Fund is determined by adding the
value of the Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of the Fund's shares
outstanding. The Fund's NAV is calculated at the close of the regular trading
session of the New York Stock Exchange (normally 4:00 p.m. New York Time) each
day that the Exchange is open.

When the Fund calculates the share price for the Fund shares, it values the
securities it holds at market value. Sometimes market quotes for some securities
are not available or are not representative of market value. Examples would be
when events occur that materially affect the value of a security at a time when
the security is not trading or when the securities are illiquid. In that case,
securities may be valued in good faith at fair value, using consistently applied
procedures decided on by the Trustees of the Fund.

For more information please refer to the SAI.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

The Fund intends to distribute substantially all of its net investment income
and capital gains, if any, to shareholders within each calendar year as well as
on a fiscal year basis. Any net capital gains realized are normally distributed
in December. Income dividends for the Fund, if any, are declared and paid
quarterly.

FEDERAL TAXES. Distributions of gains from the sale of assets held by the Fund
for more than one year generally are taxable to shareholders at the applicable
capital gains rate, regardless of how long they have owned their Fund shares.
Distributions from other sources generally are taxed as ordinary income. A
portion of the Fund's dividends may qualify for the dividends-received deduction
for corporations. Distributions are taxable when they are paid, whether taken in
cash or reinvested in additional shares, except that distributions declared in
October, November or December and paid in January are taxable as if paid on
December 31. The Fund will send each shareholder an IRS Form 1099-DIV by
January 31.

"BUYING A DIVIDEND." On the record date for a distribution of income or capital
gains, the Fund's share price is reduced by the amount of the distribution. If
shares are bought just before the record date ("buying a dividend"), the full
price for the shares will be paid, and a portion of the price will be received
back as a taxable distribution.

CONVERSION OF THE FUND. On or before March 2, 1998, common trust and
collective investment fund assets ("pools") 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 the pools for shares of the
Fund ("reorganizing shareholders") or to investors who acquire shares of the
Fund after a transfer ("new shareholders"). The historical tax cost basis of
the pool assets carried forward to the Fund. Therefore, 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. New
shareholders would therefore incur a tax liability on distributions of
capital gains realized by the Fund even though the value of their investment
in the Fund may not have increased. 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, reorganizing shareholders who transferred into the Fund will be
unable to utilize the loss to offset gains, but, because the transfer itself
did not result in any realized gains (or losses), the inability of
shareholders who transferred into the Fund to utilize unrealized losses will
have no immediate tax effect. New shareholders, to the extent that unrealized
losses are realized by the Fund, may benefit by any reduction in net tax
liability attributable to the losses.

OTHER TAX INFORMATION. The information above is only a summary of some of the
Federal tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences generally
affecting the Fund and its shareholders. In addition to Federal tax,
distributions may be subject to state or local taxes. Shareholders should
consult their tax advisers for details and up-to-date information on the tax
laws in your state to determine whether the Fund is suitable given your
particular tax situation.

When you sign your account application, you will be asked to certify that your
taxpayer identification number is correct and that you are not subject to backup
withholding for failing to report income to the IRS. If you do not comply with
IRS regulations, the IRS can require the Fund to withhold 31% of taxable
distributions from your account.

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
1-800-644-8595.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding
throughout the period indicated:
<TABLE>
<CAPTION>
                                                                                      EQUITY FUND
                                                          ----------------------------------------------------------------------

                                                                 For the Year Ended            For the Period March 2, 1998
                                                                  April 30, 1999                     to April 30, 1998
                                                          ----------------------------------------------------------------------
<S>                                                              <C>                           <C>
SELECTED PER-SHARE DATA:
Net asset value - beginning of period                                   $10.44                             $10.00
                                                          ----------------------------------------------------------------------
Income from investment operations:
  Net investment income                                                   0.14                               0.01
  Net realized and unrealized gain on investments                         0.81                               0.44
                                                          ----------------------------------------------------------------------

  Total income from investment operations                                 0.95                               0.45
                                                          ----------------------------------------------------------------------

DISTRIBUTIONS:
  From net investment income                                             (0.14)                             (0.01)
  From net realized gain                                                 (0.14)                              -
                                                          ----------------------------------------------------------------------

  Total distributions                                                    (0.28)                             (0.01)
                                                          ----------------------------------------------------------------------

Net asset value - end of period                                         $11.11                             $10.44
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
TOTAL RETURN                                                              9.39%                              4.54%
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000)                                        $94,373                           $101,614
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
Ratio of expenses to average net assets                                   0.95%                              0.95%(1)
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
Ratio of net investment income to
  average net assets                                                      1.41%                              0.84%(1)
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
Ratio of expenses to average net
  assets without fee waivers                                              1.11%                              1.17%(1)
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers                                  1.25%                              0.62%(1)
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
Portfolio turnover rate                                                  25.26%                             14.20%(1)
                                                          ----------------------------------------------------------------------
                                                          ----------------------------------------------------------------------
</TABLE>

(1)  Annualized

<PAGE>

- --------------------------------------------------------------------------------
APPENDIX
- --------------------------------------------------------------------------------

ADDITIONAL, NON-PRINCIPAL, INFORMATION ABOUT THE FUND'S INVESTMENTS

The following information provides a brief description of the securities in
which the Fund may invest and the transactions it may make. The Fund is not
limited by this discussion, however, and may purchase other types of securities
and may enter into other types of transactions if they are consistent with the
Fund's investment objective and policies.

DELAYED-DELIVERY AND WHEN-ISSUED TRANSACTIONS. The Fund may buy and sell
obligations on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The market value of obligations
purchased in this way may change before the delivery date, which could increase
fluctuations in the Fund's share price, yield, and return. Ordinarily, the Fund
will not earn interest on obligations until they are delivered.

DEMAND FEATURES AND STAND-BY COMMITMENTS. A demand feature is a put that
entitles the security holder to repayment of the principal amount of the
underlying security at any time or at specified intervals. A standby commitment
is a put that entitles the security holder to same-day settlement at amortized
cost plus accrued interest.

ILLIQUID INVESTMENTS. Under guidelines established by the Trustees, the Adviser
determines the liquidity of the Fund's investments. The absence of a trading
market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expense, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price. The Fund may invest up to 15%
of its assets in illiquid investments and private placements.

RESTRICTED SECURITIES. The Fund may purchase securities which cannot be sold to
the public without registration under the Securities Act of 1933 (restricted
securities). Unless registered for sale, these securities can only be sold in
privately negotiated transactions or pursuant to an exemption from registration.
Provided that the security has a demand feature of seven days or less, or a
dealer or institutional trading market exists, these restricted securities are
not treated as illiquid securities for the purposes of the Fund's investment
limitations. Investing in restricted securities could have the effect of
increasing the level of Fund illiquidity if qualified institutional buyers
become, for a time, uninterested in purchasing these securities.

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

REFUNDING CONTRACTS. The Fund may purchase securities on a when-issued basis in
connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the Fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that may
be several months or several years in the future. Although the Fund may sell its
rights under a refunding contract, these contracts are relatively new and the
secondary market for them may be less liquid than the secondary market for other
types of municipal securities.

U.S. TREASURY OBLIGATIONS.  U.S. treasury obligations are obligations issued
by the United States and backed by its full faith and credit.

VARIABLE AND FLOATING RATE INSTRUMENTS. Variable and floating rate instruments,
including certain participation interests in municipal obligations, have
interest rate adjustment formulas that help to stabilize their market values.
Many variable or floating rate instruments also carry demand features that
permit the Fund to sell them at par value plus accrued interest on short notice.

<PAGE>

                      ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents are
available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund. A current
SAI has been filed with the Securities and Exchange Commission (the "SEC") and
is incorporated herein by reference. For a copy of the SAI, write or call the
Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and copied,
upon payment of a duplicating fee, at the SEC's Public Reference Room in
Washington, D.C. You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http://www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund. For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information about
the Fund's investments. The annual report contains a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during the last fiscal year.

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

         TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
      REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION
      ABOUT THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO
      ALPS MUTUAL FUNDS SERVICES AT 370 17TH STREET, SUITE 3100, DENVER,
               COLORADO 80202 OR CALL ALPS AT 1-800-644-8595.

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

INVESTMENT ADVISER
Tempest, Isenhart, Chafee, Lansdowne & Associates, Inc.
1380 Lawrence Street
Suite 1050
Denver, CO 80204                                --------------------------------
                                                ARISTATA FUNDS
ADMINISTRATOR & DISTRIBUTOR
ALPS Mutual Funds Services, Inc.                - Are NOT insured by the FDIC, a
370 Seventeenth Street                            bank or any agency of the U.S.
Suite 3100                                        Government.
Denver, CO  80202                               - Are NOT bank deposits or
                                                  other obligations of or
                                                  guaranteed by a bank.
                                                - Involve investment risks,
                                                  including the possible loss of
                                                  the principal amount invested.
                                                --------------------------------

ALPS
- ---------------------------
      MUTUAL FUNDS SERVICES

Sponsor and Distributor                Investment Company Act File No. 811-08194

<PAGE>

[GRAPHIC]    ARISTATA
             MUTUAL FUNDS

             A CLASS ABOVE


                               QUALITY BOND FUND
                                  PROSPECTUS

                               AUGUST 27, 1999



     AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION
     HAS NOT APPROVED OR DISAPPROVED THIS FUND'S SHARES OR DETERMINED
     WHETHER THE INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE.
     ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIME.


                                             [GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                  <C>
Investment Objective, Principal Strategies and Risks . . . . . . . . . . . . .1

Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Fees and Expenses of the Fund. . . . . . . . . . . . . . . . . . . . . . . . .2

Investment Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Who Manages the Fund?. . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

How Do I Invest in the Fund? . . . . . . . . . . . . . . . . . . . . . . . . .7

Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Appendix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1

Additional Information about the Fund. . . . . . . . . . . . . . . . Back Cover
</TABLE>












No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

- -------------------------------------------------------------------------------
           INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND RISKS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Aristata Quality Bond
Fund ("the Fund") is to seek to provide investors with as high a level of
current income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES -- Under normal market conditions, the Adviser
currently intends to invest at least 65% of the Fund's assets in U.S. Government
obligations, corporate debt obligations, and mortgage-backed and asset-backed
securities that are rated A or better by a nationally recognized statistical
rating organization ("NRSRO") or securities that the Adviser determines are of
comparable quality. The balance of the Fund's assets will be invested in
investment-grade securities. Investment-grade securities are generally of medium
to high qualtiy. Unrated securities deemed to be of comparable quality to the
rated securities listed above will not exceed 10% of the value of the total
assets of the Fund.

           FUND FACTS

           GOAL:
           To provide investors with a high level of current income while
           seeking to preserve principal.

           PRINCIPAL INVESTMENTS:
           - U.S. Government Obligations
           - Corporate Debt Obligations

           INVESTMENT ADVISER (THE "ADVISER");
           - Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc.

           DISTRIBUTOR:
           - ALPS Mutual Funds Services, Inc. ("ALPS")

PRINCIPAL INVESTMENT RISKS -- The principal risks of investing in this Fund are:

- - INTEREST RATE RISK: When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities.

- - CREDIT RISK: The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - CALL RISK: The risk that an issuer will exercise its right to pay principal on
an obligation held by the Fund (such as a mortgage backed security) earlier than
expected. This may happen when there is a decline in interest rates. Under these
circumstances, the Fund may be unable to recoup all of its initial investment
and will also suffer from having to reinvest in lower yielding securities.

- - EXTENSION RISK: The risk that an issuer will exercise its right to pay
principal on an obligation held by the Fund (such as a Mortgage-Backed Security)
later than expected. This may happen when there is a rise in interest rates.
Under these circumstances, the value of the obligation will decrease and the
Fund will also suffer from the inability to invest in higher yielding
securities.

- - LIQUIDITY RISK: The risk that certain securities or other investments may be
difficult or impossible to sell at the time the Fund would like to sell them or
it may be difficult for the Fund to sell the investment for the value the Fund
has placed on it.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ADDITIONALLY, THE VALUE OF THE FUND'S SHARES, LIKE STOCK PRICES GENERALLY, WILL
FLUCTUATE WITHIN A WIDE RANGE, SO AN INVESTOR IN THE FUND COULD LOSE MONEY OVER
SHORT OR EVEN LONG PERIODS.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains more specific information
about the risks associated with investing in the Fund.




[GRAPHIC] -------------------------------------------------------------------- 1
<PAGE>

SHOULD I INVEST IN THE QUALITY BOND FUND?

The Fund may be appropriate for you if:

- - You are seeking a high level of current income as is consistent with the
  preservation of capital.
- - You are seeking higher potential returns than money market funds and you
  can tolerate the risks associated with investing in fixed income securities.
- - You have a longer term investment perspective and are prepared to maintain
  your investment in the Fund for several years.

- -------------------------------------------------------------------------------
PERFORMANCE
- -------------------------------------------------------------------------------

Because the Fund commenced operations in March of 1998, historical performance
is not yet presented for the Fund. Performance history will be presented for the
Fund after it has been in operation for one calendar year, i.e., January through
December.

- -------------------------------------------------------------------------------
FEES AND EXPENSES OF THE FUND
- -------------------------------------------------------------------------------

The information in this section describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.

<TABLE>
<CAPTION>
               --------------------------------------------------
               SHAREHOLDER FEES
               (fees paid directly from your investment)
               --------------------------------------------------
               <S>                                           <C>
               Maximum Sales Load                            None

               Maximum Deferred Sales Charge                 None

               Redemption                                    None

               Exchange                                      None
               --------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
               --------------------------------------------------

                         ANNUAL FUND OPERATING EXPENSES
                 (expenses that are deducted from Fund Assets)
                      (for the year ended April 30, 1999.)

               --------------------------------------------------
               <S>                                           <C>
               Management Fees                               0.50%
               --------------------------------------------------
               Distribution (12b-1) Fees                     None
               --------------------------------------------------
               Other Expenses                                0.26%
               --------------------------------------------------
               Total Annual Fund Operating Expenses          0.76%*
               --------------------------------------------------
</TABLE>
               * The Adviser has agreed to waive that portion of
               its fee to the extent necessary for the Fund to
               maintain an expense ratio of not more than 0.70%
               of average net assets of the Fund. This waiver
               may be cancelled at any time by the Adviser.
               --------------------------------------------------


EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that total annual operating expenses set forth above are
incurred. The example also assumes a 5% return each year and that the Fund's
operating expenses will remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
                                           -------------------------------------------
                                             ONE        THREE       FIVE       TEN
                                            YEAR        YEARS      YEARS      YEARS
<S>                                        <C>          <C>        <C>        <C>
- --------------------------------------------------------------------------------------
ARISTATA QUALITY BOND FUND                  $78          $243       $422       $942
- --------------------------------------------------------------------------------------
</TABLE>


2 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
INVESTMENT DETAILS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Aristata Quality Bond
Fund ("the Fund") is to seek to provide investors with as high a level of
current income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGY -- Under normal market conditions, the Adviser
currently intends to invest at least 65% of the Fund's assets in U.S.
Government obligations, corporate debt obligations, mortgage-backed and
asset-backed securities that are rated A or better by a nationally recognized
statistical rating organization ("NRSRO") or securities that the Adviser
determines are of comparable quality. The balance of the Fund's assets will
be invested in investment-grade securities. Investment-grade securities are
generally of medium to high qualtiy. Unrated securities deemed to be of
comparable quality to the rated securities listed above will not exceed 10%
of the value of the total assets of the Fund.

- -------------------------------------------------------------------------------
WHAT IS MEANT BY "AVERAGE PORTFOLIO MATURITY?"

The stated maturity of a bond is the date the issuer must repay the bond's
entire principal value to an investor.  The Aristata Quality Bond Fund has no
limitations on maturity of individual investments or on average portfolio
maturity.  Average portfolio maturity refers to the average of the maturities
of the securities, with each maturity "weighted" in relation to the portfolio
assets.
- -------------------------------------------------------------------------------

The Adviser seeks to maximize current income as is consistent with preservation
of capital by assembling and maintaining a portfolio of "Quality" income
producing obligations that the Adviser believes is best positioned to achieve
the investment objective of the Fund while still maintaining the credit and risk
tolerances established for the Fund. Quality income producing obligations are
those obligations that are rated within the four highest rating categories of an
NRSRO or, if unrated by an NRSRO, obligations that the Adviser has determined
are of comparable quality. In selecting individual securities for the Fund, the
Adviser evaluates a number of factors concerning the security, including: the
issuer's creditworthiness, the terms and conditions of the security, and the
current price of the security compared to other issues of comparable quality,
size, and rating.

The Fund has no stated restrictions on average portfolio maturity. Accordingly,
in selecting investments for the Fund, the Adviser is free to select securities
that, in its judgment are coincident with its view as to the trend of interest
rate levels in the future and the maturities which would most benefit from that
expected trend. Thus, the Fund may, from time to time, have a greater or lesser
average portfolio maturity than other comparable funds.

The Fund may also, from time to time, engage in the following investment
practices or techniques:

BORROWING FROM BANKS. The Fund may borrow money from banks (up to 30% of the
Fund's total assets) for temporary or emergency purposes.

LENDING SECURITIES. The Fund may temporarily lend up to 30% of its Fund
securities to broker-dealers and institutions, but only when the loans are
fully collateralized.

TEMPORARY DEFENSIVE POSITION. The Fund may, from time to time, take temporary
defensive positions that are inconsistent with the Fund's principal investment
strategies in attempting to respond to adverse market, economic, political, or
other conditions. In response to these adverse conditions, the Fund may invest
without limit in short-term money market securities, including, but not limited
to, U.S. Government obligations, commercial paper and certificates of deposit.
As a result of these temporary positions, the Fund may not achieve its
investment objective.

PRINCIPAL INVESTMENT RISKS -- The principal investment risks associated with
this Fund are:

- - INTEREST RATE RISK: When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - CREDIT RISK: The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - CALL RISK: The risk that an issuer will exercise its right to pay principal on
an obligation held by the Fund (such as a mortgage backed security) earlier than
expected. This may happen when there is a decline in interest rates. Under these


[GRAPHIC] -------------------------------------------------------------------- 3
<PAGE>

circumstances, the Fund may be unable to recoup all of its initial investment
and will also suffer from having to reinvest in lower yielding securities.

- - EXTENSION RISK: The risk that an issuer will exercise its right to pay
principal on an obligation held by the Fund (such as a Mortgage-Backed Security)
later than expected. This may happen when there is a rise in interest rates.
Under these circumstances, the value of the obligation will decrease and the
Fund will also suffer from the inability to invest in higher yielding
securities.

- - LIQUIDITY RISK: The risk that certain securities or other investments may be
difficult or impossible to sell at the time the Fund would like to sell them or
it may be difficult for the Fund to sell the investment for the value the Fund
has placed on it.

OTHER RISKS

- - YEAR 2000 RISK -- The Fund could be adversely affected if the computer systems
used by the Fund and the Fund's other service providers do not properly process
and calculate date-related information on or after January 1, 2000. We are
working to avoid Year 2000-related problems in our systems and to obtain
assurances from other service providers that they are taking similar steps. In
addition, issuers of securities in which the Fund invests may be adversely
affected by Year 2000-related problems. This could have an impact on the value
of the Fund's investments and the Fund's share price.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:

CORPORATE DEBT OBLIGATIONS:  Corporate debt obligations include bonds, notes,
debentures, and other obligations of corporate entities to pay interest and
repay principal.

U.S. GOVERNMENT OBLIGATIONS:  U.S. government obligations are debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. government.  Not all U.S. government obligations are backed by the full
faith and credit of the United States.  For example, obligations issued by the
Federal Farm Credit Bank or by the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances.  There is no guarantee that the government will support
these types of obligations, and, therefore, they involve more risk than other
government obligations backed by the full faith and credit of the U.S.
Government.

MORTGAGE-BACKED SECURITIES: Mortgage-backed securities represent direct or
indirect participations in, or are collateralized by and payable from, mortgage
loans secured by real property. Mortgage-backed securities can be backed by
either fixed rate mortgage loans or adjustable rate mortgage loans, and may be
issued by either a governmental or non-governmental entity. Typically,
mortgage-backed securities issued by private entities do not have the same
credit standing as mortgage-backed securities issued or guaranteed by the U.S.
Government.

ASSET-BACKED SECURITIES: Asset-backed securities are securities whose principal
and interest payments are collateralized by pools of assets such as auto loans,
credit card receivables, leases, installment contracts and personal property.
Such asset pools are securitized through the use of special purpose trusts or
corporations. Principal and interest payments may be credit enhanced by a letter
of credit, a pool insurance policy or a senior/subordinated structure.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS: Repurchase agreements
involve the purchase of a security by a purchaser and a simultaneous agreement
by the seller (generally a bank or dealer) to repurchase the security from the
purchaser at a specified date or on demand. This technique offers a method of
earning income on idle cash. Reverse repurchase agreements involve the sale of a
security to another party (generally a bank or dealer) in return for cash and an
agreement to buy the security back at a specified price and time.

For more information about the securities in which the Fund invests, please
refer to the Appendix to this Prospectus and the SAI.


4 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
WHO MANAGES THE FUND?
- -------------------------------------------------------------------------------

Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc., ("Tempest, Isenhart") 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 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 members
include: Robert J. Alder, CFA, J. Jeffrey Dohse, Barbara Grummel and Greg H.
Thompson, CFA.

Mr. Lansdowne earned both his B.S. (1969) and his M.B.A. (1972) from the
University of Denver. He was awarded the Chartered Financial Analyst (CFA)
designation in 1977. Mr. Lansdowne joined Tempest, Isenhart in 1983 as
Director of Research. He began his career as an Investment Officer with
Colorado National Bank in Denver. He later joined United Capital Management,
a subsidiary of United Bank of Denver, where he was Vice President and
Portfolio Manager, overseeing large corporate pension plans. Immediately
prior to joining the Adviser, 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. Immediately
prior to joining the Adviser she was Executive Vice President with Lord Abbett
and Company, a 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 Quality Bond 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 (CFA) 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.

As stated on page 2, For the advisory services it provides to the Funds,
Tempest, Isenhart receives from the Fund a monthly fee, based on average daily
net assets, at the annual rate of 0.70%.


[GRAPHIC] -------------------------------------------------------------------- 5
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
            FUND PERFORMANCE SINCE INCEPTION VS. LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX JUNE 30, 1999
                                                 (Fund Inception 3/2/98)

                                                 QUALITY                  LEHMAN BROTHERS
                                                BOND FUND              GOV'T/CORP BOND INDEX
                                                ---------              ---------------------
<S>                                             <C>                    <C>
Since Inception (March 2, 1998)                   5.18%                         5.70%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

ADVISER'S PRIOR FIXED INCOME PERFORMANCE. Although the Adviser did not manage a
registered investment company prior to March 2, 1998 (the date the Fund
commenced operations), the Adviser has been providing investment advisory
services to certain institutional clients since 1976. Substantially all of the
initial investors in the Fund previously were investors in certain unregistered
commingled investment pools advised by the Adviser (the "Pools") that were
converted into the Fund.

The performance information presented below represents the performance of those
Pools which had investment objectives, policies, and strategies substantially
similar to those of the Fund. However, the Pools were not subject to certain
limitations imposed on registered investment companies by the 1940 Act and the
Internal Revenue Code (the "Code"). If the Pools had been subject to the
limitations of the 1940 Act and the Code, the performance of the Pools may have
been reduced. THE PAST PERFORMANCE INFORMATION PRESENTED BELOW DOES NOT INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE AND IS INTENDED TO BE USED FOR PURPOSES
OF COMPARISON ONLY.

<TABLE>
<CAPTION>
                                           Assets Included in         Adviser's Fixed-Income       Lehman Brothers
                                         Adviser's Fixed-Income           Performance(2)             Gov't/Corp.
                       Year(1)                 Performance       Before Waivers    After Waivers    Index Return(3)
                       ----                    -----------       --------------    -------------    ------------
                       <S>               <C>                     <C>               <C>              <C>
                       1976(4)                   $968,179             4.94%            4.97%              6.00%
                       1977                     $1,445,191            2.05%            2.11%              3.00%
                       1978                     $2,009,274           -2.76%           -2.70%              1.20%
                       1979                     $2,420,222           -6.06%           -6.01%              2.30%
                       1980                     $3,454,650           -5.35%           -5.29%              3.10%
                       1981                     $5,447,729            3.65%            3.71%              7.30%
                       1982                     $8,763,872           34.75%           34.76%             31.10%
                       1983                     $9,312,049            7.46%            7.53%              8.00%
                       1984                    $12,254,388           14.81%           14.88%             15.00%
                       1985                    $15,825,978           28.56%           28.37%             21.30%
                       1986                    $21,717,302           20.68%           20.75%             15.60%
                       1987                    $21,136,741           -4.13%           -4.07%              2.30%
                       1988                    $23,312,790           10.23%           10.29%              7.60%
                       1989                    $30,805,533           21.53%           21.35%             14.00%
                       1990                    $29,695,223            2.89%            2.95%              8.30%
                       1991                    $32,838,982           19.35%           19.42%             16.10%
                       1992                    $35,641,126            8.49%            8.55%              7.60%
                       1993                    $39,889,055           13.63%           13.61%             11.20%
                       1994                    $39,788,637           -6.22%           -6.16%             -3.50%
                       1995                    $46,617,593           20.94%           21.02%             19.30%
                       1996                    $48,554,576            2.37%            2.43%              2.90%
                       1997                    $56,287,947            8.40%            8.47%              9.80%
                       1998                    $57,590,028            7.82%            7.88%              9.50%
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                     PRIOR PERFORMANCE
                                 AVERAGE ANNUAL TOTAL RETURN

                                                  Adviser's Fixed Income             Lehman Brothers
                                                      Performance(2)                   Gov't/Corp.
                                              Before Waivers    After Waivers        Index Return(3)
                                              --------------    -------------        ---------------
<S>                                           <C>               <C>                  <C>
  For 1 Year Ended 1998(1)                        7.82%            7.88%                 9.50%
  For 5 Years Ended 1998(1)                       6.30%            6.36%                 7.31%
  For 10 Years Ended 1998(1)                      9.58%            9.62%                 9.33%
  Since Inception (August 31, 1976)               8.77%            8.80%                 9.55%
- ----------------------------------------------------------------------------------------------------------
</TABLE>


6 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

(1)      All periods are ended December 31.
(2)      The annual total returns achieved by the Pools as presented above
         reflects the annual operating expenses of the Fund and is calculated
         in accordance with SEC guidelines. The performance information in the
         first column reflects the weighted average of the performance of the
         Pools and has been restated to reflect a total expense ratio of .76%
         which is the gross expense ratio that the Fund experienced for the
         fiscal period ended April 30, 1999 and which reflects a management fee
         of .50% of average net assets. The performance information in the
         second column has been restated to reflect a total expense ratio of
         .70% which reflects certain voluntary fee waivers and/or expense
         reimbursements. These waivers and/or reimbursements may be modified or
         terminated at any time.
(3)      The Lehman Brothers Aggregate Bond Index represents an unmanaged
         diversified portfolio of fixed-income securities, including U.S.
         Treasuries, investment grade corporate bonds, and mortgage backed and
         asset backed securities. The Lehman Brothers Aggregate Bond Index is
         not a mutual fund, and you cannot invest in it directly. Also, the
         performance of the Lehman Brothers Aggregate Bond Index does not
         reflect the costs associated with operating a mutual fund, such as
         buying, selling, and holding securities.
(4)      Data reflects performance for the period August 31, 1976 to
         December 31, 1976 only.

- -------------------------------------------------------------------------------
HOW DO I INVEST IN THE FUND?
- -------------------------------------------------------------------------------

HOW ARE INVESTMENTS MADE?

As described below, you may purchase shares of the Fund through an authorized
broker or investment adviser, or directly from the Fund. Your 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. Your payment will be
invested in full and fractional shares of the Fund. Orders transmitted to the
Fund in proper form prior to 4:00 p.m., Eastern Time will be executed that day.
You will not receive certificates for shares that you purchase. ALPS serves as
the Fund's Transfer Agent and ALPS maintains records of each shareholder's
holdings of Fund shares. Your initial investment in the Fund must be preceded or
accompanied by a completed, signed application. The Fund reserves the right to
reject any purchase.

MINIMUM PURCHASE REQUIREMENTS

The minimum initial investment in the Fund is $2,000, including Individual
Retirement Accounts ("IRA") purchases. Any subsequent investments must be at
least $50, including IRA investments. All initial investments should be
accompanied by a completed Purchase Application. A Purchase Application
accompanies this Prospectus. You may obtain additional Purchase Applications by
calling the Fund at 1-800-644-8595. In order to establish an IRA, you must
complete a separate application that you can obtain by calling the Fund.

INVESTING THROUGH YOUR BROKER OR INVESTMENT ADVISER

Shares are available to new and existing shareholders through authorized brokers
and investment advisers. Simply complete a Purchase Application 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 and investment advisers may impose additional
requirements and charges for the services rendered.

Your orders received by 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 your orders are obligated to transmit them promptly. You will receive
written confirmation of your order within a few days of receipt of instructions
from your broker.

INVESTING DIRECTLY WITH THE FUND

You can invest in the Fund directly by using any of the methods described below.

BY MAIL. Make your check payable to the ARISTATA QUALITY BOND FUND and mail it,
along with the Purchase Application (if your purchase is an initial investment),
to the address indicated on the Purchase Application. Third party and foreign
checks will not be accepted. For existing accounts please include the Fund name
and your account number on all checks.

BY BANK TRANSFER. After you have established an account with the Fund, a bank
transfer will allow you to transfer money from your bank account via the
Automated Clearing House (ACH) network to your Fund account. To use this
service, you must select this option on your Purchase Application. You also will
need an account with a bank that provides bank transfer services. (Your bank may
charge you a fee for this service.) Once you have established this option, 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 initial authorization for
the transfer to occur.

BY WIRE. To initiate your wire transaction, contact your depository institution
and instruct them to wire Federal Funds (monies transferred from one bank to
another through the Federal Reserve System with same-day availability)
to:


[GRAPHIC] -------------------------------------------------------------------- 7
<PAGE>

         State Street Bank & Trust Co.
         ABA# 011000028
         Aristata Quality Bond Fund
         Credit DDA# 22404081
         (Account Registration)
         (Account Number)

AUTOMATIC INVESTMENT PROGRAM. The Automatic Investment Program offers a simple
way to establish and maintain a consistent investment program. You may arrange
automatic transfers (minimum $50 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 Fund is $250. You may change the amount
of your automatic investment, skip an investment, or stop the Automatic
Investment Program by calling the Fund at 1-800-644-8595 at least three business
days prior to your next scheduled investment date.

The Fund may at its discretion discontinue, suspend or change the practice of
accepting orders by any of the methods described above. 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.

HOW DO I REDEEM FUND SHARES?

Shareholders may redeem their shares, in whole or in part, on each day the Fund
is valued (see the section entitled "HOW ARE FUND SHARES VALUED?" later in this
Prospectus). Shares will be redeemed at the net asset value next determined
after a proper redemption request has been received by the Fund in good form.

A redemption is a tax reportable transaction and any gain or loss is a taxable
event. See the section entitled "WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON
THIS INVESTMENT?" later in this Prospectus for more information.

Where the shares to be redeemed have been purchased by check, the payment of
redemption proceeds may be delayed until the purchasing check has cleared.
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. Also, if the
New York Stock Exchange is closed (or when trading is restricted) for any
reason other than customary weekend or holiday closings or if an emergency
condition, as determined by the SEC, merits such action, the Fund may suspend
redemptions or postpone payment dates beyond the normal seven day redemption
period.

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. It may be difficult to make
contact by telephone during periods of severe market or economic change.
Shareholders should consider alternative methods of communications during
such times.

The Fund may modify or terminate its redemption 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 can redeem your shares directly from the Fund using any of the methods
described below.

REDEEMING YOUR SHARES USING AN AUTHORIZED BROKER OR INVESTMENT ADVISER

You may redeem your shares by contacting your authorized broker or investment
adviser and instructing them to redeem your shares. They will then contact ALPS
and place a redemption order on your behalf.

REDEEMING YOUR SHARES DIRECTLY FROM THE FUND

BY MAIL.  You may redeem your shares by sending a letter directly to the Fund.
To be accepted, a letter requesting redemption must include:

     - the Fund name and account registration from which you are redeeming
       shares;

     - your account number;

     - the amount to be redeemed and an authorized signature.

BY TELEPHONE. If you have established the telephone redemption privilege on your
Purchase Application, you may redeem your shares by calling the Fund at
1-800-644-8595. You should be prepared to give the telephone representative the
following information:

     -  your account number, social security number and account registration;

     -  the Fund name from which you are redeeming shares; and

     -  the amount to be redeemed.


8 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

The telephone conversation may be recorded to protect you and the Fund. The Fund
employs reasonable procedures to confirm that instructions communicated to its
representatives 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.
However, if the Fund acts on instructions it reasonably believes to be genuine,
you will bear the loss. For your protection, telephone redemptions will be
suspended for a period of 10 days following an address change given over the
telephone.

BY WIRE. You may instruct the Fund to send your redemption proceeds via federal
wire ($1,000 minimum per transaction) or bank transfer to your personal bank.
Your instructions should include:

     - your account number, social security number and account registration;

     - the Fund name from which you are redeeming shares; and

     - 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.

You cannot redeem shares held in IRAs using the telephone.

SYSTEMATIC WITHDRAWAL PLAN. If your Fund account balance is $10,000 or more, you
may elect to have periodic redemptions made from your account on a monthly,
quarterly, semi-annual or annual basis by completing the Systematic Withdrawal
Plan section of the Purchase Application. The minimum periodic withdrawal is
$100 and the transaction normally will be executed on the fifth or twentieth day
of the selected month(s). You may request that these payments be sent to a
predesignated bank account or other designated party. Depending on the size of
the payment requested and fluctuation in the net asset value of the shares
redeemed, redemptions for the purpose of making such payments may reduce or even
exhaust your account. If a shareholder participates in the Systematic Withdrawal
Plan, all dividends are automatically reinvested unless the shareholder directs
otherwise.

EXCHANGE OF FUND SHARES

The Fund offers two convenient ways to exchange shares in one Fund for shares in
another Fund in the Trust. Before engaging in an exchange transaction, a
shareholder should read carefully the Prospectus describing the Fund into which
the exchange will occur. A prospectus for any fund offered by the Trust can be
obtained without charge by writing to the Fund at the address listed on the
cover of this Prospectus. A shareholder may not exchange shares of one Fund for
shares of another Fund if that Fund is not qualified for sale in the state of
the shareholder's residence. Please call the Fund at 1-800-644-8595 to see if
the fund you are interested in is available in your state. The minimum amount
for an initial and subsequent exchange is $50. 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 the section entitled "WHAT IS THE EFFECT OF FEDERAL INCOME TAX
ON THIS INVESTMENT?" later in this Prospectus 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:

     - your account number;

     - the Fund from and the Fund into which you wish to exchange your
       investment;

     - the dollar or share amount you wish to exchange; and

     - an authorized signature.

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 1-800-644-8595. You should be prepared to give the
telephone representative the following information:

     - your account number, social security or tax identification number and
       account registration;

     - the name of the Fund from and the Fund into which you wish to transfer
       your investment; and


[GRAPHIC] -------------------------------------------------------------------- 9
<PAGE>

     - 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 the section entitled "REDEEMING YOUR SHARES DIRECTLY FROM
THE FUND - BY TELEPHONE" earlier in this Prospectus for a discussion of
telephone transactions generally.

INDIVIDUAL RETIREMENT ACCOUNTS

The Fund may be used as a funding medium for traditional and Roth IRAs. In
addition, a traditional or Roth IRA may be established through a custodial
account with the Fund. Completion of a special application is required in order
to create such an account, and the minimum initial investment for an IRA is
$2,000. Contributions to IRAs are subject to the limits and conditions
established by the Internal Revenue Service. For more information, call the Fund
at 1-800-644-8595 or your tax advisor.

Additional account level fees are imposed for IRA accounts.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The share price for the Fund is determined by adding the
value of the Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of the Fund's shares
outstanding. The Fund's NAV is calculated at the close of the regular trading
session of the New York Stock Exchange (normally 4:00 p.m. New York Time) each
day that the Exchange is open.

When the Fund calculates the share price for the Fund shares, it values the
securities it holds at market value. Sometimes market quotes for some securities
are not available or are not representative of market value. Examples would be
when events occur that materially affect the value of a security at a time when
the security is not trading or when the securities are illiquid. In that case,
securities may be valued in good faith at fair value, using consistently applied
procedures decided on by the Trustees of the Fund.

For more information please refer to the SAI.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

The Fund intends to distribute substantially all of its net investment income
and capital gains, if any, to shareholders within each calendar year as well
as on a fiscal year basis. Any net capital gains realized are normally
distributed in December. Income dividends for the Fund, if any, are declared
daily and paid monthly.

FEDERAL TAXES. Distributions of gains from the sale of assets held by the
Fund for more than one year generally are taxable to shareholders at the
applicable capital gains rate, regardless of how long they have owned their
Fund shares. Distributions from other sources generally are taxed as ordinary
income. Distributions are taxable when they are paid, whether taken in cash
or reinvested in additional shares, except that distributions declared in
October, November or December and paid in January are taxable as if paid on
December 31. The Fund will send each shareholder an IRS Form 1099-DIV by
January 31.

"BUYING A DIVIDEND." On the record date for a distribution of income or capital
gains, the Fund's share price is reduced by the amount of the distribution. If
shares are bought just before the record date ("buying a dividend"), the full
price for the shares will be paid, and a portion of the price will be received
back as a taxable distribution.

CONVERSION OF THE FUND. On or before March 2, 1998, common trust and collective
investment fund assets ("pools") 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 the pools for shares of the Fund ("reorganizing
shareholders") or to investors who acquire shares of the Fund after a transfer
("new shareholders"). The historical tax cost basis of the pool assets carried
forward to the Fund. Therefore, 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. New shareholders would therefore incur a tax
liability on distributions of capital gains realized by the Fund even though the
value of their investment in the Fund may not have increased. 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, reorganizing shareholders who transferred into the Fund will
be unable to utilize the loss to offset gains, but, because the transfer itself
did not result in any realized gains (or losses), the inability of shareholders
who transferred into the Fund to utilize unrealized losses will have no
immediate tax effect. New shareholders, to the extent that unrealized losses are
realized by the Fund, may benefit by any reduction in net tax liability
attributable to the losses.

OTHER TAX INFORMATION. The information above is only a summary of some of the
Federal tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences generally
affecting the Fund and its


10 ------------------------------------------------------------------- [GRAPHIC]
<PAGE>

shareholders. In addition to Federal tax, distributions may be subject to state
or local taxes. Shareholders should consult their tax advisers for details and
up-to-date information on the tax laws in your state to determine whether the
Fund is suitable given your particular tax situation.

When you sign your account application, you will be asked to certify that your
taxpayer identification number is correct and that you are not subject to backup
withholding for failing to report income to the IRS. If you do not comply with
IRS regulations, the IRS can require the Fund to withhold 31% of taxable
distributions from your account.

- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the Fund's
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
1-800-644-8595.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout the
period indicated:

<TABLE>
<CAPTION>
                                                                            QUALITY BOND FUND
                                                     ------------------------------------------------------------------
                                                               For the                         For the Period
                                                             Year Ended                         March 2, 1998
                                                           April 30, 1999                     to April 30, 1998
                                                     ------------------------------------------------------------------
<S>                                                  <C>                               <C>
SELECTED PER-SHARE DATA:
Net asset value - beginning of period                            $9.97                             $10.00
                                                     ------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.62                               0.10
  Net realized and unrealized loss on investments                (0.08)                             (0.03)
                                                     ------------------------------------------------------------------

  Total income from investment operations                         0.54                               0.07
                                                     ------------------------------------------------------------------

DISTRIBUTIONS:
  From net investment income                                     (0.61)                             (0.10)
  From net realized gain                                         (0.02)                              -
                                                     ------------------------------------------------------------------

  Total distributions                                            (0.63)                             (0.10)
                                                     ------------------------------------------------------------------

Net asset value - end of period                                  $9.88                              $9.97
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

TOTAL RETURN                                                      5.49%                              0.69%
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000)                                $51,980                            $57,510
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

Ratio of expenses to average net assets                           0.65%                              0.65%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
Ratio of net investment income to
  average net assets                                              6.10%                              6.00%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
Ratio of expenses to average net
  assets without fee waivers                                      0.76%                              0.83%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers                          5.99%                              5.82%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

Portfolio turnover rate                                           9.79%                             11.44%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
</TABLE>

(1)  Annualized



[GRAPHIC] ------------------------------------------------------------------- 11
<PAGE>

- -------------------------------------------------------------------------------
APPENDIX
- -------------------------------------------------------------------------------

ADDITIONAL, NON-PRINCIPAL, INFORMATION ABOUT THE FUND'S INVESTMENTS

The following information provides a brief description of the securities in
which the Fund may invest and the transactions it may make. The Fund is not
limited by this discussion, however, and may purchase other types of securities
and may enter into other types of transactions if they are consistent with the
Fund's investment objective and policies.

DELAYED-DELIVERY AND WHEN-ISSUED TRANSACTIONS. The Fund may buy and sell
obligations on a when-issued or delayed delivery basis, with payment and
delivery taking place at a future date. The market value of obligations
purchased in this way may change before the delivery date, which could increase
fluctuations in the Fund's share price, yield, and return. Ordinarily, the Fund
will not earn interest on obligations until they are delivered.

DEMAND FEATURES AND STAND-BY COMMITMENTS. A demand feature is a put that
entitles the security holder to repayment of the principal amount of the
underlying security at any time or at specified intervals. A standby commitment
is a put that entitles the security holder to same-day settlement at amortized
cost plus accrued interest.

ILLIQUID INVESTMENTS. Under guidelines established by the Trustees, the Adviser
determines the liquidity of the Fund's investments. The absence of a trading
market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expense, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price. The Fund may invest up to 15%
of its assets in illiquid investments and private placements.

RESTRICTED SECURITIES. The Fund may purchase securities which cannot be sold to
the public without registration under the Securities Act of 1933 (restricted
securities). Unless registered for sale, these securities can only be sold in
privately negotiated transactions or pursuant to an exemption from registration.
Provided that the security has a demand feature of seven days or less, or a
dealer or institutional trading market exists, these restricted securities are
not treated as illiquid securities for the purposes of the Fund's investment
limitations. Investing in restricted securities could have the effect of
increasing the level of Fund illiquidity if qualified institutional buyers
become, for a time, uninterested in purchasing these securities.

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

REFUNDING CONTRACTS. The Fund may purchase securities on a when-issued basis in
connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the Fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that may
be several months or several years in the future. Although the Fund may sell its
rights under a refunding contract, these contracts are relatively new and the
secondary market for them may be less liquid than the secondary market for other
types of municipal securities.

U.S. TREASURY OBLIGATIONS.  U.S. treasury obligations are obligations issued by
the United States and backed by its full faith and credit.

VARIABLE AND FLOATING RATE INSTRUMENTS. Variable and floating rate instruments,
including certain participation interests in municipal obligations, have
interest rate adjustment formulas that help to stabilize their market values.
Many variable or floating rate instruments also carry demand features that
permit the Fund to sell them at par value plus accrued interest on short notice.


A-1 ----------------------------------------------------------------- [GRAPHIC]
<PAGE>

                    ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents are
available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund. A current
SAI has been filed with the Securities and Exchange Commission (the "SEC") and
is incorporated herein by reference. For a copy of the SAI, write or call the
Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and copied,
upon payment of a duplicating fee, at the SEC's Public Reference Room in
Washington, D.C. You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http://www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund. For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information about
the Fund's investments. The annual report contains a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during the last fiscal year.

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

          TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
   REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION ABOUT
      THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO ALPS
    MUTUAL FUNDS SERVICES AT 370 17TH STREET, SUITE 3100, DENVER, COLORADO
                   80202 OR CALL ALPS AT 1-800-644-8595.

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


INVESTMENT ADVISER
Tempest, Isenhart, Chafee, Lansdowne & Associates, Inc.
1380 Lawrence Street
Suite 1050
Denver, CO 80204

ADMINISTRATOR & DISTRIBUTOR
ALPS Mutual Funds Services, Inc.
370 Seventeenth Street
Suite 3100
Denver, CO  80202

                  -------------------------------------------------------
                    ARISTATA FUNDS

                    - Are NOT insured by the FDIC, a bank
                      or any agency of the U.S. Government.
                    - Are NOT bank deposits or other obligations
                      of or guaranteed by a bank.
                    - Involve investment risks, including the
                      possible loss of the principal amount invested.
                  -------------------------------------------------------


[LOGO]

                                       Investment Company Act File No. 811-08194

<PAGE>

[LOGO]      ARISTATA
            MUTUAL FUNDS

            A CLASS ABOVE



                                COLORADO QUALITY
                                TAX-EXEMPT FUND
                                  PROSPECTUS

                                AUGUST 27, 1999



AS WITH OTHER MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THIS FUND'S SHARES OR DETERMINED WHETHER THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE OR COMPLETE.  ANYONE WHO TELLS YOU
OTHERWISE IS COMMITTING A CRIME.


                                             [GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
                                TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                  <C>
Investment Objective, Principal Strategies and Risks. . . . . . . . . . . . . 1

Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Fees and Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 2

Investment Details. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Who Manages the Fund? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

How Do I Invest in the Fund?. . . . . . . . . . . . . . . . . . . . . . . . . 7

Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

Additional Information about the Fund . . . . . . . . . . . . . . . .Back Cover
</TABLE>



No person has been authorized to give any information or to make any
representation that is not contained in this Prospectus, or in the Statement of
Additional Information that is incorporated herein by reference, in connection
with the offering made by this Prospectus and, if given or made, such
information or representations must not be relied upon. Also, this Prospectus
does not constitute an offering by the Trust or its Distributor in any
jurisdiction where such an offering would not be lawful.

<PAGE>

- -------------------------------------------------------------------------------
           INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND RISKS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Aristata Colorado
Quality Tax-Exempt Fund (the "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 high quality
municipal obligations which pay interest exempt from Colorado State and Federal
income taxes.

PRINCIPAL INVESTMENT STRATEGIES -- The Fund invests primarily in "quality"
municipal obligations, including those of certain non-Colorado issuers, of any
maturity that pay interest which is exempt from Federal and Colorado income
taxes. The non-Colorado "quality" municipal obligations that currently qualify
are those issued by Guam, the Northern Mariana Islands, Puerto Rico and the
Virgin Islands. However, as a Colorado-oriented fund, at least 65% of the Fund's
total assets will be invested in the "quality" municipal obligations of Colorado
issuers. It is possible, but not anticipated, that up to 35% of the Fund's total
assets could be invested in obligations of non-Colorado issuers.

           FUND FACTS

           GOAL:
           To provide the investors with a high level of current income that is
           exempt from Colorado and Federal income taxes while seeking to
           preserve principal.

           PRINCIPAL INVESTMENTS:
           - Colorado Municipal Obligations

           INVESTMENT ADVISER (THE "ADVISER"):
           - Tempest, Isenhart, Chafee, Lansdowne & Assoc. Inc.

           DISTRIBUTOR:
           - ALPS Mutual Funds Services, Inc. ("ALPS")

"Quality" municipal obligations are those rated in one of the four highest
categories by a nationally recognized statistical rating organization ("NRSRO")
such a Moody's Investors Service or Standard & Poor's Corporation or, if
unrated, are determined to be of comparable quality by the Adviser. The Fund may
invest up to 15% of its total assets in such unrated securities.

At least 80% of the Fund's net assets will be invested in obligations that will
not be subject to the Federal taxes, including the alternative minimum tax
("AMT") and, accordingly, the Fund can invest up to 20% of its net assets in
obligations which are subject to the Federal AMT.

PRINCIPAL INVESTMENT RISKS -- The principal risks of investing in this Fund are:

- - INTEREST RATE RISK: When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

- - CREDIT RISK: The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - CALL RISK: The risk that an issuer will exercise its right to pay principal on
an obligation held by the Fund (such as a mortgage backed security) earlier than
expected. This may happen when there is a decline in interest rates. Under these
circumstances, the Fund may be unable to recoup all of its initial investment
and will also suffer from having to reinvest in lower yielding securities.

- - LIQUIDITY RISK: The risk that certain securities or other investments may be
difficult or impossible to sell at the time the Fund would like to sell them or
it may be difficult for the Fund to sell the investment for the value the Fund
has placed on it.

- - NON-DIVERSIFICATION RISK -- An investment in a non-diversified mutual fund (as
defined in the Investment Company Act of 1940) such as the Fund, entails greater
risks than an investment in a diversified mutual fund. Because the Fund is
non-diversified, it may invest a higher percentage of its assets in the
securities of a smaller number of issuers. As a result, the Fund may be more
susceptible to any single economic, political, or regulatory occurrence than a
more widely diversified mutual fund and may be subject to greater risk of loss
with respect to its portfolio securities.

- - GEOGRAPHIC CONCENTRATION RISK -- The performance of the Fund is susceptible to
various statutory, political, and economic factors that are unique to the State
of Colorado. Some of these factors include the Colorado budget process, the
state economy, and the volatility of state tax collections. For more information
about the specific factors that could impact the performance of the Fund, please
refer to the SAI.


[GRAPHIC] -------------------------------------------------------------------- 1
<PAGE>

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT ISSUED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ADDITIONALLY, THE VALUE OF THE FUND'S SHARES, LIKE STOCK PRICES GENERALLY, WILL
FLUCTUATE WITHIN A WIDE RANGE, SO AN INVESTOR IN THE FUND COULD LOSE MONEY OVER
SHORT OR EVEN LONG PERIODS.

For more information about the risk factors identified above, please refer to
the section entitled "INVESTMENT DETAILS" later in this prospectus. The
Statement of Additional Information ("SAI") contains more specific information
about the risks associated with investing in the Fund.

SHOULD I INVEST IN THE COLORADO QUALITY TAX-EXEMPT FUND?

The Fund may be appropriate for you if:

- - You are seeking a high quality portfolio of municipal obligations, and you
  are seeking income that is exempt from both federal and Colorado income tax,
  other than the Federal Alternative Minimum Tax ("AMT").  (As a matter of
  fundamental policy, no less than 80% of the Fund's assets will be invested in
  Colorado Obligations that are not subject to the federal AMT.)
- - You have a longer term investment perspective and are prepared to maintain
  your investment in the Fund for several years.

- -------------------------------------------------------------------------------
                                  PERFORMANCE
- -------------------------------------------------------------------------------

Because the Fund commenced operations in March of 1998, historical performance
is not yet presented for the Fund. Performance history will be presented for the
Fund after it has been in operation for one calendar year, i.e., January through
December.

- -------------------------------------------------------------------------------
                        FEES AND EXPENSES OF THE FUND
- -------------------------------------------------------------------------------

The information in this section describes the fees and expenses that you may pay
if you buy and hold shares of the Fund.

<TABLE>
<CAPTION>
               --------------------------------------------------
               SHAREHOLDERS FEES
               (fees paid directly from your investment)
               --------------------------------------------------
               <S>                                           <C>
               Maximum Sales Load                            None

               Maximum Deferred Sales Charge                 None

               Redemption                                    None

               Exchange                                      None
               --------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
               --------------------------------------------------

                         ANNUAL FUND OPERATING EXPENSES
                 (expenses that are deducted from Fund Assets)
                      (For the year ended April 30, 1999.)

               --------------------------------------------------
               <S>                                           <C>
               Management Fees                               0.50%
               --------------------------------------------------
               Distribution (12b-1) Fees                     None
               --------------------------------------------------
               Other Expenses                                0.41%
               --------------------------------------------------
               Total Annual Fund Operating Expenses          0.91%*
               --------------------------------------------------
</TABLE>
               * The Adviser has agreed to waive that portion of
               its fee to the extent necessary for the Fund to
               maintain an expense ratio of not more than 0.50%
               of average net assets of the Fund. This waiver
               may be cancelled at any time by the Adviser.
               --------------------------------------------------


EXAMPLE -- The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and that total annual operating expenses set forth above are
incurred. The example also assumes a 5% return each year and that the Fund's
operating expenses will remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
                                           -------------------------------------------
                                             ONE        THREE       FIVE       TEN
                                            YEAR        YEARS      YEARS      YEARS
<S>                                        <C>          <C>        <C>        <C>
- --------------------------------------------------------------------------------------
ARISTATA COLORADO QUALITY TAX-EXEMPT FUND   $93         $290        $504      $1,119
- --------------------------------------------------------------------------------------
</TABLE>


2 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
                              INVESTMENT DETAILS
- -------------------------------------------------------------------------------

INVESTMENT OBJECTIVE -- The investment objective of the Aristata Colorado
Quality Tax-Exempt Fund (the "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 high quality
municipal obligations which pay interest exempt from Colorado State and Federal
income taxes.

PRINCIPAL INVESTMENT STRATEGY -- The Fund invests primarily in "quality"
municipal obligations, including those of certain non-Colorado issuers, of any
maturity that pay interest which is exempt from Federal and Colorado income
taxes. The non-Colorado "quality" municipal obligations that currently qualify
are those issued by Guam, the Northern Mariana Islands, Puerto Rico and the
Virgin Islands. However, as a Colorado-oriented fund, at least 65% of the Fund's
total assets will be invested in the "Quality" Municipal obligations of Colorado
issuers. It is possible, but not anticipated, that up to 35% of the Fund's total
assets could be invested in obligations of non-Colorado issuers.

- -------------------------------------------------------------------------------
WHAT IS MEANT BY "AVERAGE PORTFOLIO MATURITY?"

The stated maturity of a bond is the date the issuer must repay the bond's
entire principal value to an investor.  The Aristata Colorado Quality
Tax-Exempt Fund has no limitations on maturity of individual investments or
on average portfolio maturity.  Average portfolio maturity refers to the
average of the maturities of the securities, with each maturity "weighted" in
relation to the portfolio assets.
- -------------------------------------------------------------------------------

"Quality" municipal obligations are those rated in one of the four highest
categories by a nationally recognized statistical rating organization ("NRSRO")
such as Moody's Investors Service or Standard & Poor's Corporation or, if
unrated, are determined to be of comparable quality by the Adviser. The Fund may
invest up to 15% of its total assets in such unrated securities. In selecting
individual securities for the Fund, the Adviser evaluates a number of factors
concerning the security, including: the issuer's creditworthiness, the terms and
conditions of the security, and the current price of the security compared to
other issues of comparable quality, size, and rating.

At least 80% of the Fund's net assets will be invested in obligations that will
not be subject to the Federal alternative minimum tax ("AMT") and, accordingly,
the Fund can invest up to 20% of its net assets in obligations which are subject
to the Federal AMT.

The Fund has no stated restrictions on average portfolio maturity. Accordingly,
in selecting investments for the Fund, the Adviser is free to select securities
that, in its judgment, are coincident with its view as to the trend of interest
rate levels in the future and the maturities which would most benefit from that
expected trend. Thus, the Fund may, from time to time, have a greater or lesser
average portfolio maturity than other comparable funds.

The Fund may also, from time to time, engage in the following investment
practices or techniques:

BORROWING FROM BANKS. The Fund may borrow money from banks (up to 30% of the
Fund's total assets) for temporary or emergency purposes.

LENDING SECURITIES. The Fund may temporarily lend up to 30% of its Fund
securities to broker-dealers and institutions, but only when the loans are
fully collateralized.

TEMPORARY DEFENSIVE POSITION. The Fund may, from time to time, take temporary
defensive positions that are inconsistent with the Fund's principal investment
strategies in attempting to respond to adverse market, economic, political, or
other conditions. In response to these adverse conditions, the Fund may invest
without limit in short-term money market securities, including, but not limited
to, U.S. Government obligations, commercial paper and certificates of deposit.
As a result of these temporary positions, the Fund may not achieve its
investment objective.

PRINCIPAL INVESTMENT RISKS -- The principal investment risks associated with
this Fund are:

- - INTEREST RATE RISK: When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.


[GRAPHIC] -------------------------------------------------------------------- 3
<PAGE>

- - CREDIT RISK: The value of the debt securities held by the Fund fluctuates with
the credit quality of the issuers of those securities. Credit risk relates to
the ability of the issuer to make payments of principal and interest when due,
including default risk.

- - CALL RISK: The risk that an issuer will exercise its right to pay principal on
an obligation held by the Fund earlier than expected. This may happen when there
is a decline in interest rates. Under these circumstances, the Fund may be
unable to recoup all of its initial investment and will also suffer from having
to reinvest in lower yielding securities.

- - LIQUIDITY RISK: The risk that certain securities or other investments may be
difficult or impossible to sell at the time the Fund would like to sell them or
it may be difficult for the Fund to sell the investment for the value the Fund
has placed on it.

- - NON-DIVERSIFICATION RISK -- An investment in a non-diversified mutual fund (as
defined in the Investment Company Act of 1940) such as the Fund, entails greater
risks than an investment in a diversified mutual fund. Because the Fund is
non-diversified, it may invest a higher percentage of its assets in the
securities of a smaller number of issuers. As a result, the Fund may be more
susceptible to any single economic, political, or regulatory occurrence than a
more widely diversified mutual fund and may be subject to greater risk of loss
with respect to its portfolio securities.

- - GEOGRAPHIC CONCENTRATION RISK -- The performance of the Fund is susceptible to
various statutory, political, and economic factors that are unique to the State
of Colorado. Some of these factors include the Colorado budget process, the
state economy, and the volatility of state tax collections. For more information
about the specific factors that could impact the performance of the Fund, please
refer to the SAI.

OTHER INVESTMENT RISKS -- The Fund is also subject to certain other investment
risks, including:

- - SPECIAL CONSIDERATIONS RELATED TO COLORADO OBLIGATIONS -- 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.
However, several agencies and instrumentalities of state government are
authorized by statute to issue bonds secured by revenues from specific projects
and activities.

Also, 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, that 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 seeking a referendum on the issue. As a result, the ability
of issuers of Colorado issuers to repay their debts or to pay interest on such
debts may be impaired as a result of factors that are not directly related to
the issuer.

- - LIQUIDITY RISK RELATED TO COLORADO OBLIGATIONS -- The Constitution of Colorado
limits the ability of the State and local governments to increase revenues and
expenditures, issue debt and enter into other financial obligations and raise
taxes. Presently, it is not possible to predict how this provision of the
Colorado Constitution 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. At the
present time an established resale market exists for the Colorado Obligations in
which the Fund invests. However, there is no guarantee that this secondary
market will be available to the Fund in the future.

- - YEAR 2000 RISK -- The Fund could be adversely affected if the computer systems
used by the Fund and the Fund's other service providers do not properly process
and calculate date-related information on or after January 1, 2000. We are
working to avoid Year 2000-related problems in our systems and to obtain
assurances from other service providers that they are taking similar steps. In
addition, issuers of securities in which the Fund invests may be adversely
affected by Year 2000-related problems. This could have an impact on the value
of the Fund's investments and the Fund's share price.

DESCRIPTION OF PRINCIPAL SECURITY TYPES - The Fund invests exclusively in the
following types of securities:


MUNICIPAL OBLIGATIONS (IN GENERAL): Securities that are issued to raise money
for various public purposes. This includes general purpose financing for state
and local governments as well as financing for specific projects or public
facilities. Municipal obligations may be backed by the full taxing power of a
municipality or by the revenues from a specific project


4 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

or the credit of a private organization. Some municipal obligations are insured
by private insurance companies, while others may be supported by letters of
credit furnished by domestic or foreign banks.

MUNICIPAL LEASE OBLIGATIONS: Securities issued by state and local governments or
authorities to acquire land and/or a wide variety of equipment and facilities.
These obligations typically are not backed by the credit of the issuing
municipality, and their interest may become taxable if the lease is assigned. If
funds are not appropriated for the lease payments for the following year, the
lease may terminate, with the possibility of significant loss to the Fund.
Certificates of Participation in municipal lease obligations or installment
sales contracts entitle the bond holder to a proportionate interest in the lease
purchase payments made.

U.S. GOVERNMENT OBLIGATIONS:  U.S. government obligations are debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or instrumentality
of the U.S. government.  Not all U.S. government obligations are backed by the
full faith and credit of the United States.  For example, obligations issued
by the Federal Farm Credit Bank or by the Federal National Mortgage Association
are supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances.  There is no guarantee that the government will support
these types of obligations, and, therefore, they involve more risk than other
government obligations backed by the full faith and credit of the U.S.
Government.

TAX-EXEMPT COMMERCIAL PAPER:  Promissory notes issued by municipalities to help
finance short-term capital or operating needs.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS: Repurchase agreements
involve the purchase of a security by a purchaser and a simultaneous agreement
by the seller (generally a bank or dealer) to repurchase the security from the
purchaser at a specified date or on demand. This technique offers a method of
earning income on idle cash. Reverse repurchase agreements involve the sale of a
security to another party (generally a bank or dealer) in return for cash and an
agreement to buy the security back at a specified price and time.

For more information about the securities in which the Fund invests, please
refer to the Appendix to this Prospectus and the SAI.

- -------------------------------------------------------------------------------
WHO MANAGES THE FUND?
- -------------------------------------------------------------------------------

Tempest, Isenhart, Chafee, Lansdowne & Assoc., Inc., ("Tempest, Isenhart") 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 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 members
include: Robert J. Alder, CFA, J. Jeffrey Dohse, Barbara Grummel and Greg H.
Thompson, CFA.

Mr. Lansdowne earned both his B.S. (1969) and his M.B.A. (1972) from the
University of Denver. He was awarded the Chartered Financial Analyst (CFA)
designation in 1977. Mr. Lansdowne joined Tempest, Isenhart in 1983 as
Director of Research. He began his career as an Investment Officer with
Colorado National Bank in Denver. He later joined United Capital Management,
a subsidiary of United Bank of Denver, where he was Vice President and
Portfolio Manager, overseeing large corporate pension plans. Immediately
prior to joining the Adviser, 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


[GRAPHIC] -------------------------------------------------------------------- 5
<PAGE>

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. Immediately
prior to joining the Adviser she was Executive Vice President with Lord Abbett
and Company, a 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 (CFA) 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.

As stated on page 2, For the advisory services it provides to the Funds,
Tempest, Isenhart receives from the Fund a monthly fee, based on average daily
net assets, at the annual rate of 0.50%.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                FUND PERFORMANCE SINCE INCEPTION VS. LEHMAN BROTHERS MUNICIPAL INDEX AS OF JUNE 30, 1999
                                                 (Fund Inception 3/2/98)

                                                COLORADO QUALITY                  LEHMAN BROTHERS
                                                 TAX-EXEMPT FUND                  MUNICIPAL INDEX
                                                 ---------------                  ---------------
<S>                                             <C>                             <C>
Since Inception (March 2, 1998)                       4.09%                             4.41%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

ADVISER'S PRIOR MUNICIPAL PERFORMANCE. Although the Adviser did not manage a
registered investment company prior to March 2, 1998 (the date the Fund
commenced operations), the Adviser has been providing investment advisory
services to certain institutional clients since 1976. Substantially all of the
initial investors in the Fund previously were investors in an unregistered,
commingled investment pool advised by the Adviser (the "Pool") that was
converted into the Fund.

The performance information presented below represents the performance of that
Pool which had investment objectives, policies, and strategies substantially
similar to those of the Fund. Since, in a practical sense the commingled pool
constitutes the "predecessor" of the Fund, the Trust calculates the performance
of the Fund in accordance with SEC guidelines for periods commencing prior to
the transfer of the commingled assets to the Fund by including the corresponding
commingled pool total return adjusted to reflect the deduction of anticipated
fees and expenses applicable to the Fund. However, the Pool was not subject to
certain limitations imposed on registered investment companies by the 1940 Act
and the Internal Revenue Code (the "Code"). If the Pool were subject to the
limitations of the 1940 Act and the Code, the performance of the Pool may have
been reduced. THE PAST PERFORMANCE INFORMATION PRESENTED BELOW DOES NOT INDICATE
HOW THE FUND WILL PERFORM IN THE FUTURE AND IS INTENDED TO BE USED FOR PURPOSES
OF COMPARISON ONLY.

<TABLE>
<CAPTION>
                                       Assets Included in           Adviser's Municipal
                                       Adviser's Municipal            Performance(2)                Lehman Brothers
        Year(1)                           Performance        Before Waivers      After Waivers     Municipal Index(3)
        ----                              -----------        --------------      -------------     ------------------
        <S>                            <C>                   <C>                 <C>               <C>
        1976(4)                             $249,464              4.87%               5.01%
        1977                                $262,787              7.27%               7.71%              Index Not
        1978                                $833,728             -1.54%              -1.13%              Available
        1979                                $854,732             -3.82%              -3.42%              Until 1979
        1980                                $790,883            -19.33%             -18.99%              -8.90%
        1981                                $725,230            -10.20%              -9.83%             -10.20%
</TABLE>


6 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>
<TABLE>
<CAPTION>
                         Assets Included in              Adviser's Municipal
                         Adviser's Municipal               Performance(2)                Lehman Brothers
        Year(1)             Performance          Before Waivers      After Waivers      Municipal Index(3)
        ----                -----------          ---------------      -------------     ------------------
        <S>              <C>                     <C>                  <C>               <C>
        1982                 $3,469,564              30.82%              31.35%                40.90%
        1983                  $5,126081               5.24%               5.67%                 8.10%
        1984                 $6,702,900               8.43%               8.87%                10.60%
        1985                $11,636,383              23.44%              23.94%                20.00%
        1986                $18,092,331              20.64%              21.12%                19.30%
        1987                $18,170,711              -4.08%              -3.69%                 1.50%
        1988                $19,711,632              12.33%              12.79%                10.20%
        1989                $19,893,827              13.67%              14.13%                10.80%
        1990                $20,173,419               5.46%               5.89%                 7.60%
        1991                $21,055,078              11.33%              11.78%                12.14%
        1992                $21,624,650               8.19%               8.63%                 8.82%
        1993                $23,382,449              10.17%              10.62%                12.28%
        1994                $23,906,936              -3.22%              -2.82%                -5.14%
        1995                $27,173,100              11.17%              11.63%                17.46%
        1996                $25,234,140               3.95%               4.38%                 5.95%
        1997                $25,291,237               6.15%               6.59%                 9.20%
        1998                $24,728,838               4.68%               5.11%                 6.48%
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                               PRIOR PERFORMANCE
                          AVERAGE ANNUAL TOTAL RETURN

                                                          Adviser's Municipal
                                                             Performance(2)                Lehman Brothers
                                                  Before Waivers       After Waivers      Municipal Index(3)
                                                  --------------       -------------      ------------------
<S>                                             <C>                    <C>                <C>
For 1 Year Ended 1998(1)                              4.68%               5.11%                6.48%
For 5 Years Ended 1998(1)                             4.44%               4.87%                6.54%
For 10 Years Ended l998(1)                            7.05%               7.49%                8.40%
Since Inception (August 31, 1976)                     5.97%               6.41%                 N/A
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1)       All periods are ended December 31.
(2)       The annual total returns achieved by the Pool as presented above
          reflects the annual operating expenses of the Fund and is calculated
          in accordance with SEC guidelines. The performance information in the
          first column reflects the weighted average of the performance of the
          Pool and has been restated to reflect a total expense ratio of .91%
          which is the gross expense ratio that the Fund experienced for the
          fiscal period ended April 30, 1999 and which reflects a management fee
          of .50% of average net assets. The performance information in the
          second column has been restated to reflect a total expense ratio of
          .50% which reflects certain voluntary fee waivers and/or expense
          reimbursements. These waivers and/or reimbursements may be modified or
          terminated at any time.
(3)       The Lehman Brothers Municipal Index represents an unmanaged portfolio
          of tax-exempt securities. The Lehman Brothers Municipal Index is not
          a mutual fund, and you cannot invest in it directly. Also, the
          performance of the Lehman Brothers Municipal Index does not reflect
          the costs associated with operating a mutual fund, such as buying,
          selling, and holding securities.
(4)       Data reflects performance for the period August 31, 1976 to
          December 31, 1976 only.

- --------------------------------------------------------------------------------
                         HOW DO I INVEST IN THE FUND?
- --------------------------------------------------------------------------------
HOW ARE INVESTMENTS MADE?

As described below, you may purchase shares of the Fund through an authorized
broker or investment adviser, or directly from the Fund. Your 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. Your payment will be
invested in full and fractional shares of the Fund. Orders transmitted to the
Fund in proper form prior to 4:00 p.m., Eastern Time will be executed that day.
You will not receive certificates for shares that you purchase. ALPS serves as
the Fund's Transfer Agent and ALPS maintains records of each shareholder's
holdings of Fund shares. Your initial investment in the Fund must be preceded
or accompanied by a completed, signed application. The Fund reserves the right
to reject any purchase.


[GRAPHIC] -------------------------------------------------------------------- 7
<PAGE>

MINIMUM PURCHASE REQUIREMENTS

The minimum initial investment in the Fund is $2,000. Any subsequent investments
must be at least $50. All initial investments should be accompanied by a
completed Purchase Application. A Purchase Application accompanies this
Prospectus. You may obtain additional Purchase Applications by calling the Fund
at 1-800-644-8595.

INVESTING THROUGH YOUR BROKER OR INVESTMENT ADVISER

Shares are available to new and existing shareholders through authorized brokers
and investment advisers.

Simply complete a Purchase Application 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 and
investment advisers may impose additional requirements and charges for the
services rendered.

Your orders received by 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 your orders are obligated to transmit them promptly.  You will
receive written confirmation of your order within a few days of receipt of
instructions from your broker.

INVESTING DIRECTLY WITH THE FUND

You can invest in the Fund directly by using any of the methods described below.

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. Third
party and foreign checks will not be accepted. For existing accounts please
include the Fund name and your account number on all checks.

BY BANK TRANSFER. After you have established an account with the Fund, a bank
transfer will allow you to transfer money from your bank account via the
Automated Clearing House (ACH) network to your Fund account. To use this
service, you must select this option on your Purchase Application. You also will
need an account with a bank that provides bank transfer services. (Your bank may
charge you a fee for this service.) Once you have established this option, 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 initial authorization for
the transfer to occur.

BY WIRE. To initiate your wire transaction, contact your depository institution
and instruct them to wire Federal Funds (monies transferred from one bank to
another through the Federal Reserve System with same-day availability) to:

         State Street Bank & Trust Co.
         ABA# 011000028
         Aristata Colorado Quality Tax-Exempt Fund
         Credit DDA# 22404081
         (Account Registration)
         (Account Number)

AUTOMATIC INVESTMENT PROGRAM. The Automatic Investment Program offers a simple
way to establish and maintain a consistent investment program. You may arrange
automatic transfers (minimum $50 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 Fund is $250. You may change the amount
of your automatic investment, skip an investment, or stop the Automatic
Investment Program by calling the Fund at 1-800-644-8595 at least three business
days prior to your next scheduled investment date.

The Fund may at its discretion discontinue, suspend or change the practice of
accepting orders by any of the methods described above. 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.

HOW DO I REDEEM FUND SHARES?

Shareholders may redeem their shares, in whole or in part, on each day the Fund
is valued (see the section entitled "HOW ARE FUND SHARES VALUED?" later in this
Prospectus). Shares will be redeemed at the net asset value next determined
after a proper redemption request has been received by the Fund in good form.

A redemption is a tax reportable transaction and any gain or loss is a taxable
event. See the section entitled "WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON
THIS INVESTMENT?" later in this Prospectus for more information.

Where the shares to be redeemed have been purchased by check, the payment of
redemption proceeds may be delayed until the purchasing check has cleared.
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


8 -------------------------------------------------------------------- [GRAPHIC]
<PAGE>

address of record on the next business day. The Fund may, however, take up to
seven days to make payment. Also, if the New York Stock Exchange is closed
(or when trading is restricted) for any reason other than customary weekend
or holiday closings or if an emergency condition, as determined by the SEC,
merits such action, the Fund may suspend redemptions or postpone payment
dates beyond the normal seven day redemption period.

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. It may be difficult to make
contact by telephone during periods of severe market or economic change.
Shareholders should consider alternative methods of communications during such
times.

The Fund may modify or terminate its redemption 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 can redeem your shares directly from the Fund using any of the methods
described below.

REDEEMING YOUR SHARES USING AN AUTHORIZED BROKER OR INVESTMENT ADVISER

You may redeem your shares by contacting your authorized broker or investment
adviser and instructing them to redeem your shares. They will then contact ALPS
and place a redemption order on your behalf.

REDEEMING YOUR SHARES DIRECTLY FROM THE FUND

BY MAIL.  You may redeem your shares by sending a letter directly to the Fund.
To be accepted, a letter requesting redemption must include:

   - the Fund name and account registration from which you are redeeming shares;

   - your account number;

   - the amount to be redeemed and an authorized signature.

BY TELEPHONE. If you have established the telephone redemption privilege on your
Purchase Application, you may redeem your shares by calling the Fund at
1-800-644-8595. You should be prepared to give the telephone representative the
following information:

   - your account number, social security number and account registration;

   - the Fund name from which you are redeeming shares; and

   - the amount to be redeemed.

The telephone conversation may be recorded to protect you and the Fund. The Fund
employs reasonable procedures to confirm that instructions communicated to its
representatives 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.
However, if the Fund acts on instructions it reasonably believes to be genuine,
you will bear the loss. For your protection, telephone redemptions will be
suspended for a period of 10 days following an address change given over the
telephone.

BY WIRE. You may instruct the Fund to send your redemption proceeds via federal
wire ($1,000 minimum per transaction) or bank transfer to your personal bank.
Your instructions should include:

   - your account number, social security number and account registration;

   - the Fund name from which you are redeeming shares; and

   - 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. If your Fund account balance is $10,000 or more, you
may elect to have periodic redemptions made from your account on a monthly,
quarterly, semi-annual or annual basis by completing the Systematic Withdrawal
Plan section of the Purchase Application. The minimum periodic withdrawal is
$100 and the transaction normally will be executed on the fifth or twentieth day
of the selected month(s). You may request that these payments be sent to a
predesignated bank account or other designated party. Depending on the size of
the payment requested and fluctuation in the net asset value of the shares
redeemed, redemptions for the purpose of making such payments may reduce or even
exhaust your account. If a shareholder participates in the Systematic Withdrawal
Plan, all dividends are automatically reinvested unless the shareholder directs
otherwise.


[GRAPHIC] -------------------------------------------------------------------- 9
<PAGE>

EXCHANGE OF FUND SHARES

The Fund offers two convenient ways to exchange shares in one Fund for shares in
another Fund in the Trust. Before engaging in an exchange transaction, a
shareholder should read carefully the Prospectus describing the Fund into which
the exchange will occur. A prospectus for any fund offered by the Trust can be
obtained without charge by writing to the Fund at the address listed on the
cover of this Prospectus. A shareholder may not exchange shares of one Fund for
shares of another Fund if that Fund is not qualified for sale in the state of
the shareholder's residence. Please call the Fund at 1-800-644-8595 to see if
the fund you are interested in is available in your state. The minimum amount
for an initial and subsequent exchange is $50. 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 the section entitled "WHAT IS THE EFFECT OF FEDERAL INCOME TAX
ON THIS INVESTMENT?" later in this Prospectus 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:

   - your account number;

   - the Fund from and the Fund into which you wish to exchange your investment;

   - the dollar or share amount you wish to exchange; and

   - an authorized signature.

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 1-800-644-8595. You should be prepared to give the
telephone representative the following information:

   - your account number, social security or tax identification number and
     account registration;

   - the name of the Fund from and the Fund into which you wish to transfer your
     investment; and

   - 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 the section entitled "REDEEMING YOUR SHARES DIRECTLY FROM
THE FUND - BY TELEPHONE" earlier in this Prospectus for a discussion of
telephone transactions generally.

HOW ARE FUND SHARES VALUED?

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The share price for the Fund is determined by adding the
value of the Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of the Fund's shares
outstanding. The Fund's NAV is calculated at the close of the regular trading
session of the New York Stock Exchange (normally 4:00 p.m. New York Time) each
day that the Exchange is open.

When the Fund calculates the share price for the Fund shares, it values the
securities it holds at market value. Sometimes market quotes for some securities
are not available or are not representative of market value. Examples would be
when events occur that materially affect the value of a security at a time when
the security is not trading or when the securities are illiquid. In that case,
securities may be valued in good faith at fair value, using consistently applied
procedures decided on by the Trustees of the Fund.

For more information please refer to the SAI.

WHAT IS THE EFFECT OF FEDERAL INCOME TAX ON THIS INVESTMENT?

The Fund intends to distribute substantially all of its net investment income
and capital gains, if any, to shareholders within each calendar year as well as
on a fiscal year basis. Any net capital gains realized are normally distributed
in December. Income dividends for the Fund, if any, are declared daily and paid
monthly.

FEDERAL TAXES. Distributions of gains from the sale of assets held by the
Fund for more than one year generally are taxable to shareholders at the
applicable capital gains rate, regardless of how long they have owned their
Fund shares. Distributions from other sources generally are taxed as ordinary
income. Distributions are taxable when they are paid, whether taken in cash
or reinvested in additional shares, except that distributions declared in
October, November or December and paid in January are taxable as if paid on


10 ------------------------------------------------------------------- [GRAPHIC]
<PAGE>

December 31. The Fund will send each shareholder an IRS Form 1099-DIV by
January 31.

STATE TAXES. Distributions received from the Fund will not be subject to
Colorado personal income taxes to the extent such distributions are attributable
to interest on bonds or securities of the U.S. Government or any of its agencies
and certain instrumentalities, or on bonds or securities issued by the State of
Colorado or any county, municipality or political subdivision of Colorado,
including any agency, board, authority or commission thereof, without regard to
maturity.

TAXATION OF CERTAIN PRIVATE ACTIVITY BONDS. 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 AMT. Therefore,
shareholders who may be deemed to be "substantial users" (or "related persons"
of substantial users) of facilities financed by private activity bonds could
suffer adverse tax consequences from investing in the Fund and, therefore,
should consult their tax advisers before purchasing Fund shares.

"BUYING A DIVIDEND." On the record date for a distribution of income or capital
gains, the Fund's share price is reduced by the amount of the distribution. If
shares are bought just before the record date ("buying a dividend"), the full
price for the shares will be paid, and a portion of the price will be received
back as a taxable distribution.

CONVERSION OF THE FUND. On or before March 2, 1998, common trust and collective
investment fund assets ("pool") 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 the pool for shares of the Fund ("reorganizing shareholders") or to
investors who acquire shares of the Fund after a transfer ("new shareholders").
The historical tax cost basis of the pool assets carried forward to the Fund.
Therefore, 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. New shareholders would therefore incur a tax liability on
distributions of capital gains realized by the Fund even though the value of
their investment in the Fund may not have increased. 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, reorganizing shareholders who transferred into the Fund will be unable to
utilize the loss to offset gains, but, because the transfer itself did not
result in any realized gains (or losses), the inability of shareholders who
transferred into the Fund to utilize unrealized losses will have no immediate
tax effect. New shareholders, to the extent that unrealized losses are realized
by the Fund, may benefit by any reduction in net tax liability attributable to
the losses.

OTHER TAX INFORMATION. The information above is only a summary of some of the
Federal tax consequences generally affecting the Fund and its shareholders, and
no attempt has been made to discuss individual tax consequences generally
affecting the Fund and its shareholders. In addition to Federal tax,
distributions may be subject to state or local taxes. Shareholders should
consult their tax advisers for details and up-to-date information on the tax
laws in your state to determine whether the Fund is suitable given your
particular tax situation.

When you sign your account application, you will be asked to certify that your
taxpayer identification number is correct and that you are not subject to backup
withholding for failing to report income to the IRS. If you do not comply with
IRS regulations, the IRS can require the Fund to withhold 31% of taxable
distributions from your account.





[GRAPHIC] ------------------------------------------------------------------- 11
<PAGE>

- -------------------------------------------------------------------------------
                            FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the FundOs
financial performance since the inception of the Fund. Certain information
reflects financial results for a single Fund share. The total returns in the
table below represent the rate that an investor would have earned on an
investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by Deloitte & Touche LLP,
whose report, along with the Fund's financial statements, is included in the
Fund's annual report, which is available upon request by calling the Fund at
1-800-644-8595.

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout the
period indicated:

<TABLE>
<CAPTION>
                                                                   COLORADO QUALITY TAX-EXEMPT FUND
                                                     ------------------------------------------------------------------
                                                         For the Year Ended            For the Period March 2, 1998
                                                           April 30, 1999                    to April 30, 1998
                                                     ------------------------------------------------------------------
<S>                                                  <C>                               <C>
SELECTED PER-SHARE DATA:
Net asset value - beginning of period                          $9.94                               $10.00
                                                     ------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.49                                 0.08
  Net realized and unrealized loss on investments               0.04                                (0.06)
                                                     ------------------------------------------------------------------

  Total income from investment operations                       0.53                                 0.02
                                                     ------------------------------------------------------------------
Distributions:
  From net investment income                                   (0.49)                               (0.08)
  From net realized gain                                       (0.09)                                -
                                                     ------------------------------------------------------------------

  Total distributions                                          (0.58)                               (0.08)
                                                     ------------------------------------------------------------------

Net asset value - end of period                                $9.89                                $9.94
                                                     ------------------------------------------------------------------

TOTAL RETURN                                                    5.40%                                0.22%
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000)                              $17,502                              $23,381
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

Ratio of expenses to average net assets                         0.45%                                0.45%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

Ratio of net investment income to average net assets            4.85%                                5.00%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
Ratio of expenses to average net
  assets without fee waivers                                    0.91%                                0.92%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
Ratio of net investment income to
  average net assets without fee waivers                        4.40%                                4.53%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------

Portfolio turnover rate                                         7.86%                               17.64%(1)
                                                     ------------------------------------------------------------------
                                                     ------------------------------------------------------------------
</TABLE>

(1)  Annualized


12 ------------------------------------------------------------------- [GRAPHIC]
<PAGE>

- -------------------------------------------------------------------------------
                                   APPENDIX
- -------------------------------------------------------------------------------

ADDITIONAL NON-PRINCIPAL, INFORMATION ABOUT THE FUND'S INVESTMENTS

The following information provides a brief description of the securities in
which the Fund may invest and the transactions it may make. The Fund is not
limited by this discussion, however, and may purchase other types of securities
and may enter into other types of transactions if they are consistent with the
Fund's investment objective and policies.

DELAYED-DELIVERY AND WHEN-ISSUED TRANSACTIONS. The Fund may buy and sell
obligations on a when-issued or delayed-delivery basis, with payment and
delivery taking place at a future date. The market value of obligations
purchased in this way may change before the delivery date, which could increase
fluctuations in the Fund's share price, yield, and return. Ordinarily, the Fund
will not earn interest on obligations until they are delivered.

DEMAND FEATURES AND STAND-BY COMMITMENTS. A demand feature is a put that
entitles the security holder to repayment of the principal amount of the
underlying security at any time or at specified intervals. A stand-by commitment
is a put that entitles the security holder to same-day settlement at amortized
cost plus accrued interest.

ILLIQUID SECURITIES. Under guidelines established by the Trustees, the Adviser
determines the liquidity of the Fund's investments. The absence of a trading
market can make it difficult to ascertain a market value for illiquid
investments. Disposing of illiquid investments may involve time-consuming
negotiation and legal expense, and it may be difficult or impossible for the
Fund to sell them promptly at an acceptable price. The Fund may invest up to 15%
of its assets in illiquid investments and private placements.

RESTRICTED SECURITIES. The Fund may purchase securities which cannot be sold to
the public without registration under the Securities Act of 1933 ("Restricted
Securities"). Unless registered for sale, these securities can only be sold in
privately negotiated transactions or pursuant to an exemption from registration.
Provided that the security has a demand feature of seven days or less, or a
dealer or institutional trading market exists, these Restricted Securities are
not treated as illiquid securities for the purposes of the Fund's investment
limitations. Investing in restricted securities could have the effect of
increasing the level of Fund illiquidity if qualified institutional buyers
become, for a time, uninterested in purchasing these securities.

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

RESOURCE RECOVERY BONDS. Resource Recovery Bonds are a type of revenue bond
issued to build facilities such as solid waste incinerators or waste-to-energy
plants. Typically, a private corporation will be involved, at least during the
construction phase, and the revenue stream will be secured by fees or rents paid
by municipalities for use of the facilities. The viability of a resource
recovery project, environmental protection regulations, and project operator tax
incentives may affect the value and credit quality of resource recovery bonds.

REFUNDING CONTRACTS. The Fund may purchase securities on a when-issued basis in
connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the Fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that may
be several months or several years in the future. Although the Fund may sell its
rights under a refunding contract, these contracts are relatively new and the
secondary market for them may be less liquid than the secondary market for other
types of municipal securities.

U.S. GOVERNMENT OBLIGATIONS.  U.S. Government obligations are debt obligations
issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government.  Not all U.S. Government obligations are backed by the full
faith and credit of the United States.  For example, obligations issued by the
Federal Farm Credit Bank or by the Federal National Mortgage Association are
supported by the agency's right to borrow money from the U.S. Treasury under
certain circumstances.  Obligations issued by the Federal Home Loan Bank are
supported only by the credit of the agency.  There is


[GRAPHIC] ------------------------------------------------------------------- 13
<PAGE>

no guarantee that the Government will support these types of obligations, and,
therefore, they involve more risk than other government obligations.

U.S. TREASURY OBLIGATIONS.  U.S. Treasury obligations are obligations issued by
the United States and backed by its full faith and credit.

VARIABLE AND FLOATING RATE INSTRUMENTS. Variable and floating rate instruments,
including certain participation interests in municipal obligations, have
interest rate adjustment formulas that help to stabilize their market values.
Many variable or floating rate instruments also carry demand features that
permit the Fund to sell them at par value plus accrued interest on short notice.

















14 ------------------------------------------------------------------- [GRAPHIC]
<PAGE>

                                   THIS PAGE
                                 INTENTIONALLY
                                   LEFT BLANK

<PAGE>

ADDITIONAL INFORMATION ABOUT THE FUND

If you would like more information about the Fund, the following documents are
available free upon request:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI contains additional information about all aspects of the Fund. A current
SAI has been filed with the Securities and Exchange Commission (the "SEC") and
is incorporated herein by reference. For a copy of the SAI, write or call the
Fund at the address or phone number listed below.

Information about the Fund (including the SAI) also may be reviewed and copied,
upon payment of a duplicating fee, at the SEC's Public Reference Room in
Washington, D.C. You also can obtain this information, upon payment of a
duplicating fee, by writing to the Public Reference Section of the SEC,
Washington, D.C. 20549-6009.

The SEC also maintains a Web site located at http://www.sec.gov that contains
the SAI, material incorporated herein by reference, and other information
regarding the Fund. For more information about the operation of the Public
Reference Room, please call the SEC at 1-800-SEC-0330.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information about
the Fund's investments. The annual report contains a discussion of the market
conditions and investment strategies that significantly affected the Fund's
performance during the last fiscal year.

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

          TO OBTAIN THE SAI OR THE MOST RECENT ANNUAL OR SEMI-ANNUAL
   REPORT FOR THE FUND FREE OF CHARGE, OR TO OBTAIN OTHER INFORMATION ABOUT
      THE FUND AND TO MAKE SHAREHOLDER INQUIRIES, YOU MAY WRITE TO ALPS
    MUTUAL FUNDS SERVICES AT 370 17TH STREET, SUITE 3100, DENVER, COLORADO,
                   80202 OR CALL ALPS AT 1-800-644-8595.

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


INVESTMENT ADVISER
Tempest, Isenhart, Chafee, Lansdowne & Associates, Inc.
1380 Lawrence Street
Suite 1050
Denver, CO 80204

ADMINISTRATOR & DISTRIBUTOR
ALPS Mutual Funds Services, Inc.
370 Seventeenth Street
Suite 3100
Denver, CO  80202

                  -------------------------------------------------------
                    ARISTATA FUNDS

                    - Are NOT insured by the FDIC, a bank
                      or any agency of the U.S. Government.
                    - Are NOT bank deposits or other obligations
                      of or guaranteed by a bank.
                    - Involve investment risks, including the
                      possible loss of the principal amount invested.
                  -------------------------------------------------------


[LOGO]


                                       Investment Company Act File No. 811-08194

<PAGE>

                            FINANCIAL INVESTORS TRUST

                         U.S. TREASURY MONEY MARKET FUND
                        U.S. GOVERNMENT MONEY MARKET FUND
                   PRIME MONEY MARKET FUND (CLASSES I AND II)


                       370 Seventeenth Street, Suite 3100
                             Denver, Colorado 80202

                                 August 27, 1999


General Information: (800) 298-3442


                       STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information ("SAI") is not a prospectus and is only
authorized for distribution when preceded or accompanied by the prospectus for
shares of the U.S. Treasury Money Market Fund (the "Treasury Fund"), the U.S.
Government Money Market Fund (the "Government Fund"), or the Prime Money Market
Fund (the "Prime Fund") (collectively, the "Funds"), dated August 27, 1999 (the
"Prospectus"). This SAI contains additional and more detailed information than
that set forth in each Prospectus and should be read in conjunction with the
Prospectus. The Funds' most recent Annual Report is incorporated herein by
reference. A free copy of the Annual Report and additional copies of the
Prospectus can be obtained by calling the toll-free number printed above.


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page No.
<S>                                                                                    <C>
Investment Policies and Risks ................................................................1

Investment Restrictions ......................................................................6

Management ...................................................................................7

Calculation of Yields and Performance Information ...........................................12

Determination of Net Asset Value ............................................................14

Portfolio Transactions ......................................................................15

Exchange Privilege ..........................................................................16

Redemptions .................................................................................16

Federal Income Taxes.........................................................................16

Shares of Beneficial Interest ...............................................................18

Distribution Plan ...........................................................................20

Other Information ...........................................................................20

Capitalization...............................................................................21

Custodian and Sub-Custodian .................................................................21

Independent Accountants .....................................................................21

Financial Statements.........................................................................21

</TABLE>


                                      - i -
<PAGE>

                          INVESTMENT POLICIES AND RISKS


     Financial Investors Trust (the "Trust") is an open-end, diversified
management investment company with multiple investment portfolios. The Trust is
a Delaware business trust established under a Declaration of Trust dated
November 30, 1993. Three of its investment portfolios are discussed in this SAI.

     THE TREASURY FUND seeks to provide investors with as high a level of
current income as is consistent with preservation of capital and liquidity by
investing exclusively in U.S. Treasury bills, notes and other direct obligations
of the U.S. Treasury and repurchase agreements fully collateralized by direct
U.S. Treasury obligations. The Fund is required to maintain a dollar-weighted
average portfolio maturity of 90 days or less and seeks to maintain its net
asset value per share at $1.00 for purposes of purchases and redemptions.

     THE GOVERNMENT FUND seeks to provide investors with as high a level of
current income as is consistent with the preservation of capital and liquidity
by investing exclusively in obligations of the U.S. Government, its agencies and
instrumentalities and repurchase agreements fully collateralized by such
obligations. The Fund is required to maintain a dollar-weighted average
portfolio maturity of 90 days or less and seeks to maintain its net asset value
per share at $1.00 for purposes of purchases and redemptions.

     THE PRIME FUND seeks to provide investors with as high a level of current
income as is consistent with the preservation of capital and liquidity by
investing in a defined group of short-term, U.S. dollar denominated money market
instruments. The Fund is required to maintain a dollar-weighted average
portfolio maturity of 90 days or less and seeks to maintain its net asset value
per share at $1.00 for purposes of purchases and redemptions.

     Shares of the Funds are offered for sale by ALPS Mutual Funds Services,
Inc., the Sponsor and Distributor, as an investment vehicle for institutional
and high net worth investors.

     The Prospectus discusses the investment objectives of the Funds and the
policies to be employed to achieve those objectives. This section contains
supplemental information concerning certain types of securities and other
instruments in which the Funds may invest, the investment policies and portfolio
strategies that the Funds may utilize, and certain risks attendant to such
investments, policies and strategies.

     The following information supplements the discussion of the investment
objectives and policies of the Funds in each Fund's Prospectus.

     U.S. TREASURY OBLIGATIONS. Each Fund may invest, and the Treasury Fund
invests exclusively, in direct obligations of the United States Treasury which
have remaining maturities of 13 months or less and related repurchase
agreements. The United States Treasury issues various types of marketable
securities consisting of bills, notes, bonds and other debt securities. They are
direct obligations of the United States Government and differ primarily in the
length of their maturity. Treasury bills, the most frequently issued marketable
United States Government security, have a maturity of up to one year and are
issued on a discount basis.

     U.S. GOVERNMENT AGENCIES. The Government Fund and the Prime Fund may invest
in obligations issued or guaranteed by the United States Government or its
agencies or instrumentalities which have remaining maturities not exceeding
thirteen months. Agencies and instrumentalities which issue or guarantee debt
securities and which have been established or sponsored by the United States
Government include the Banks for Cooperatives, the Export-Import Bank, the
Federal Farm Credit System, the Federal Home Loan Banks, the Federal Home Loan
Mortgage Corporation, the Federal Intermediate Credit Banks, the Federal Land
Banks, the Federal National Mortgage Association and the Student Loan Marketing
Association. United States Government agency and instrumentality obligations
include master notes issued by these entities but do not include obligations of
the World Bank, The Inter-American Development Bank or the Asian Development
Bank.


                                      -1-
<PAGE>

     ASSET-BACKED SECURITIES (Prime Fund). Asset-backed securities purchased by
the Fund may include pools of mortgages, loans, receivables or other assets.
Payment of principal and interest may be largely dependent upon the cash flows
generated by the assets backing the securities. Asset-backed securities involve
certain risks that are not posed by mortgage-related securities, resulting
mainly from the fact that asset-backed securities do not usually contain the
complete benefit of a security interest in the related collateral. For example,
credit card receivables generally are unsecured and the debtors are entitled to
the protection of a number of state and Federal consumer credit laws, some of
which may reduce the ability to obtain full payment. In the case of automobile
receivables, due to various legal and economic factors, proceeds from
repossessed collateral may not always be sufficient to support payments on these
securities. The risks associated with asset-backed securities are often reduced
by the addition of credit enhancements such as a letter of credit from a bank,
excess collateral or a third-party guarantee. However, the extent of the credit
enhancement may differ amongst securities and generally only applies to a
fraction of the securities' value. With respect to asset-backed securities
arising from secured debt (such as automobile receivables), there is a risk that
parties other than the originator and servicer of the loan may acquire a
security interest superior to that of the securities holders.

     BANK OBLIGATIONS (Prime Fund). These obligations include negotiable
certificates of deposit, bankers' acceptances and fixed time deposits and other
obligations issued or supported by banks. The Funds' policy on concentration in
bank obligations and a description of the banks the obligations of which the
Fund may purchase are set forth in the Fund's prospectus. A certificate of
deposit is a short-term, interest-bearing negotiable certificate issued by a
commercial bank against funds deposited in the bank. A bankers' acceptance is a
short-term draft drawn on a commercial bank by a borrower, usually in connection
with an international commercial transaction. The borrower is liable for payment
as is the bank, which unconditionally guarantees to pay the draft at its face
amount on the maturity date. Fixed time deposits are obligations of foreign
branches of United States banks or foreign banks which are payable on a stated
maturity date and bear a fixed rate of interest. Although fixed time deposits do
not have a market, there are no contractual restrictions on the right to
transfer a beneficial interest in the deposit to a third party.

     COMMERCIAL PAPER (Prime Fund). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies,
corporations, financial institutions and government agencies and
instrumentalities (but only in the case of taxable securities). All commercial
paper purchased by the Fund is, at the time of investment, required to be rated
(or issued by an issuer with a similar security rated) in the highest short-term
rating category by two or more Nationally Recognized Statistical Ratings
Organizations ("NRSROs"), or the only NRSRO rating the security, or if unrated,
determined to be of comparable credit quality by the Adviser. Because variable
rate master demand notes are direct lending arrangements between the lender and
the borrower, it is not generally contemplated that they will be traded. There
is no secondary market for variable rate master demand notes, although they are
redeemable, and thus immediately repayable by the borrower, at principal amount,
plus accrued interest, at any time.

     CORPORATE DEBT SECURITIES (Prime Fund). Investments in these securities are
limited to non-convertible corporate debt securities such as bonds and
debentures which have thirteen months or less remaining to maturity and which
are rated in one of the highest two short-term rating categories by an NRSRO or
are of comparable quality.

     The rating "P-1" is the highest commercial paper rating assigned by Moody's
and the ratings "A-1" and "A-1+" are the highest commercial paper ratings
assigned by Standard & Poor's. Debt securities rated "Aa" or better by Moody's
or "AA" or better by Standard & Poor's are generally regarded as high-grade
obligations. Those rated "Aaa" by Moody's or "AAA" by Standard & Poor's are
judged to be of the highest quality and exhibit an extremely strong ability to
pay interest and repay principal. Those rated "Aa" by Moody's or "AA" by
Standard & Poor's are judged to be of high quality by all standards and differ
from higher rated issues only in a small degree with respect to their ability to
pay interest and repay principal. Those rated "A" by Moody's and Standard &
Poor's possess many favorable attributes and are to be considered as upper
medium grade obligations, although they may be more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt in higher
rated categories.


                                      -2-
<PAGE>

     After purchase by the Fund, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
event will require a sale of such security by the Fund. However, if the security
is downgraded to a level below that permitted for money market funds under Rule
2a-7 of the Investment Company Act of 1940, as amended (the "1940 Act"), the
Fund's adviser must report such event to the Board of Trustees as soon as
possible to permit the Board to reassess the security promptly to determine
whether it may be retained as an eligible investment for the Fund. To the
extent-the ratings given by a NRSRO may change as a result of changes in such
organizations or their rating systems, the Fund will attempt to use comparable
ratings as standards for investments in accordance with the investment policies
contained in the Fund's Prospectus and in this SAI.

     LOANS OF PORTFOLIO SECURITIES (Prime Fund). The Fund may lend its portfolio
securities to brokers, dealers and financial institutions, provided: (1) the
loan is secured continuously by collateral consisting of U.S. Government
securities or cash or letters of credit maintained on a daily mark-to-market
basis in an amount at least equal to the current market value of the securities
loaned; (2) the Fund may at any time call the loan and obtain the return of the
securities loaned within five business days; (3) the Fund will receive any
interest or dividends paid on the loaned securities; and (4) the aggregate
market value of securities loaned will not at any time exceed 30% of the total
assets of the Fund.

     The Fund will earn income for lending its securities because cash
collateral pursuant to these loans will be invested in short-term money market
instruments. In connection with lending securities, the Fund may pay reasonable
finders, administrative and custodial fees. Loans of securities involve a risk
that the borrower may fail to return the securities or may fail to provide
additional collateral.

     MORTGAGE-RELATED SECURITIES. The Government Fund and the Prime Fund may,
consistent with their respective investment objective and policies, invest in
mortgage-related securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities.

     Mortgage-related securities, for purposes of the Fund's Prospectus and this
SAI, represent pools of mortgage loans assembled for sale to investors by
various governmental agencies such as the Government National Mortgage
Association and government-related organizations such as the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation, as well as
by nongovernmental issuers such as commercial banks, savings and loan
institutions, mortgage bankers, and private mortgage insurance companies.
Although certain mortgage-related securities are guaranteed by a third party or
otherwise similarly secured, the market value of the security, which may
fluctuate, is not so secured. If the Fund purchases a mortgage-related security
at a premium, that portion may be lost if there is a decline in the market value
of the security whether resulting from changes in interest rates or prepayments
in the underlying mortgage collateral. To an even greater extent than other
interest-bearing securities, the prices of such securities may be extremely
sensitive to, and inversely affected by, changes in interest rates. However,
though the value of a mortgage-related security may decline when interest rates
rise, the converse is not necessarily true since in periods of declining
interest rates the mortgages underlying the securities are prone to prepayment.
For this and other reasons, a mortgage-related security's stated maturity may be
shortened by unscheduled prepayments on the underlying mortgages and, therefore,
it is not possible to predict accurately the security's return to the Fund.
Lower than estimated prepayments from an increase in interest rates might alter
the expected average life of such securities and increase volatility. In
addition, regular payments received in respect of mortgage-related securities
include both interest and principal. No assurance can be given as to the return
a Fund will receive when these amounts are reinvested.

     There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities created by
the Government National Mortgage Association ("GNMA") include GNMA Mortgage
Pass-Through Certificates (also known as "Ginnie Maes") which are guaranteed as
to the timely payment of principal and interest and such guarantee is backed by
the full faith and credit of the United States. GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA certificates also are supported by the authority of GNMA to borrow funds
from the U.S. Government to make payments under its guarantee. Mortgage-related
securities issued by the Federal National Mortgage Association ("FNMA") include
FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie


                                      -3-
<PAGE>

Maes") which are solely the obligations of the FNMA and are not backed by or
entitled to the full faith and credit of the United States. The FNMA is a
government-sponsored organization owned entirely by private stockholders. Fannie
Maes are guaranteed as to timely payment of the principal and interest by FNMA.
Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation
("FHLMC") include FHLMC Mortgage Participation Certificates (also known as
("Freddie Macs" or "PCs"). The FHLMC is a corporate instrumentality of the
United States, created pursuant to an Act of Congress, which is owned entirely
by Federal Home Loan Banks. Freddie Macs are not guaranteed by the United States
or by any Federal Home Loan Banks and do not constitute a debt or obligation of
the United States or of any Federal Home Loan Bank. Freddie Macs entitle the
holder to timely payment of interest, which is guaranteed by the FHLMC. The
FHLMC currently guarantees timely payment of interest and either timely payment
of principal or eventual payment of principal, depending upon the date of issue.
When the FHLMC does not guarantee timely payment of principal, FHLMC may remit
the amount due on account of its guarantee of ultimate payment of principal at
any time after default on an underlying mortgage, but in no event later than one
year after it becomes payable.

     REPURCHASE AGREEMENTS. Each Fund may invest in securities pursuant to
repurchase agreements, whereby the seller agrees to repurchase such securities
at the Fund's cost plus interest within a specified time (generally one day).
The securities underlying the repurchase agreements will consist exclusively of
U.S. Government obligations in which the Funds are otherwise permitted to
invest. While repurchase agreements involve certain risks not associated with
direct investments in the underlying securities, the Funds will follow
procedures designed to minimize such risks. These procedures include effecting
repurchase transactions only with large, well-capitalized banks and registered
broker-dealers having creditworthiness determined by the Adviser to be
substantially equivalent to that of issuers of debt securities rated investment
grade. In addition, the Funds' repurchase agreements will provide that the value
of the collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned on the
repurchase agreement, and that the Funds' custodian will take possession of such
collateral. In the event of a default or bankruptcy by the seller, the Funds
will seek to liquidate such collateral. However, the exercise of the Funds'
right to liquidate such collateral could involve certain costs or delays and, to
the extent that proceeds from any sale upon a default of the obligation to
repurchase were less than the repurchase price, a Fund could suffer a loss.
Repurchase agreements are considered to be loans by an investment company under
the Investment Company Act of 1940 (the "1940 Act"). There is no limit on the
amount of the Funds' net assets that may be subject to repurchase agreements
having a maturity of, or a liquidation feature permitting termination within a
period of, seven days or less. The Funds do not presently intend to enter into
repurchase agreements which will cause more than 10% of a Fund's net assets to
be subject to repurchase agreements having a maturity beyond seven days.

     REVERSE REPURCHASE AGREEMENTS (Prime Fund). The Fund may borrow funds by
selling portfolio securities to financial institutions such as banks and
broker/dealers and agreeing to repurchase them at a mutually specified date and
price ("reverse repurchase agreements"). Reverse repurchase agreements involve
the risk that the market value of the securities sold by the Fund may decline
below the repurchase price. The Fund will pay interest on amounts obtained
pursuant to a reverse repurchase agreement. While reverse repurchase agreements
are outstanding, the Fund will maintain in a segregated account cash, or other
liquid assets (as determined by the Board) of an amount at least equal to the
market value of the securities, plus accrued interest, subject to the agreement.

     STRIPPED GOVERNMENT SECURITIES. Stripped securities are created by
separating the income and principal components of a debt instrument and selling
them separately. The Fund may purchase U.S. Treasury STRIPS (Separate Trading of
Registered Interest and Principal of Securities) that are created when the
coupon payments and the principal payment are stripped from an outstanding
Treasury bond by the Federal Reserve Bank. Bonds issued by the Resolution
Funding Corporation (REFCORP) can also be stripped in this fashion. REFCORP
STRIPS are eligible investments for the Fund.

     The Fund may also purchase privately stripped government securities, which
are created when a dealer deposits a Treasury security or federal agency
security with a custodian for safekeeping and then sells the coupon payments and
principal payments that will be generated by this security. Proprietary
receipts, such as Certificates of Accrual on Treasury Securities (CATS),
Treasury Investment Growth Receipts (TIGRs), and


                                      -4-
<PAGE>

generic Treasury Receipts (TRs), are stripped U.S. Treasury securities that
are separated into their component parts through trusts created by their
broker sponsors. Bonds issued by the Financing Corporation (FICO) can also be
stripped in this fashion.

     Because of the SEC's views on privately stripped government securities, the
Fund must evaluate them as it would non-government securities pursuant to
regulatory guidelines applicable to all money market funds. Accordingly, the
Fund currently intends to purchase only those privately stripped government
securities that have either received the highest rating from two NRSROs (or one,
if only one has rated the security), or, if unrated, been judged to be of
equivalent quality by GEIM.

     VARIABLE AND FLOATING RATE DEMAND OBLIGATIONS (VRDOS/FRDOS) are obligations
that bear variable or floating interest rates and carry rights that permit
holders to demand payment of the unpaid principal balance plus accrued interest
from the issuers or certain financial intermediaries. Floating rate securities
have interest rates that change whenever there is a change in a designated base
rate while variable rate instruments provide for a specified periodic adjustment
in the interest rate. These formulas are designed to result in a market value
for the VRDO or FRDO that approximates its par value.

     A demand instrument with a conditional demand feature must have received
both a short-term and a long-term high quality rating, or, if unrated, have been
determined to be of comparable quality pursuant to procedures adopted by the
Trustees. A demand instrument with an unconditional demand feature may be
acquired solely in reliance upon a short-term high quality rating or, if
unrated, upon a finding of comparable short-term quality pursuant to procedures
to be adopted by the Trustees.

     The Prime Fund may invest in fixed-rate bonds that are subject to third
party puts and in participation interests in such bonds held by a bank in trust
or otherwise. These bonds and participation interests have tender options or
demand features that permit the Fund to tender (or put) its bonds to an
institution at periodic intervals and to receive the principal amount thereof.
The Fund considers variable rate instruments structured in this way
(Participating VRDOs) to be essentially equivalent to other VRDOs it purchases.

     The Prime Fund may invest in variable or floating rate instruments that
ultimately mature in more than 397 days, if the Fund acquires a right to sell
the instruments that meets certain requirements set forth in Rule 2a-7. A
variable rate instrument (including instruments subject to a demand feature)
that matures in 397 days or less may be deemed to have a maturity equal to the
earlier of the period remaining until the next readjustment of the interest rate
or the date on which principal can be recovered on demand. A variable rate
instrument that matures in greater than 397 days but that is subject to a demand
feature that is 397 days or less may be deemed to have a maturity equal to the
longer of the period remaining until the next readjustment of the interest rate
or the period remaining until the principal amount can be recovered through
demand. A floating rate instrument that matures in more than 397 days but that
is subject to a demand feature may be deemed to have a maturity equal to the
period remaining until the principal amount may be recovered through demand. A
floating rate instrument that matures in 397 days or less shall be deemed to
have a maturity of one day.

     The Government Fund and the Prime Fund may invest in variable and floating
rate instruments of the U.S. Government, and its agencies and instrumentalities,
with remaining maturities of 397 days or more provided that they are deemed to
have a maturity of less than 397 days as defined in accordance with the rules of
the SEC. A variable rate instrument that matures in 397 days or more may be
deemed to have a maturity equal to the period remaining until the next
readjustment of the interest rate.

     WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES (Prime Fund). The Fund may
purchase securities on a when issued or delayed-delivery basis. For example,
delivery of and payment for these securities can take place a month or more
after the date of the transaction. The securities so purchased are subject to
market fluctuation during this period and no income accrues to the Fund until
settlement takes place. To facilitate such acquisitions, the Fund will maintain
with the custodian a separate account with a segregated portfolio of liquid
securities in an amount at least equal to such commitments. On the delivery
dates for such transactions, the Fund will meet its obligations from maturities
or sales of the securities held in the separate account and/or from cash flow.
While the Fund normally enters into these transactions with the intention of
actually


                                      -5-
<PAGE>

receiving or delivering the securities, it may sell these securities before the
settlement date or enter into new commitments to extend the delivery date into
the future, if the Adviser considers such action advisable as a matter of
investment strategy. Such securities have the effect of leverage on a Fund and
may contribute to volatility of the Fund's net asset value.

     ZERO COUPON SECURITIES. The Funds may invest in zero coupon securities.
Zero Coupon Bonds purchased by the Fund do not make regular interest payments;
instead they are sold at a deep discount from their face value and are redeemed
at face value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, the Fund takes into account as income a portion
of the difference between a zero coupon bond's purchase price and its face
value. The market prices of zero coupon securities generally are more volatile
than the market prices of securities that pay interest periodically and are more
sensitive to changes in interest rates than non-zero coupon securities having
similar maturities and credit qualities.

                             INVESTMENT RESTRICTIONS

     The Funds observe the following fundamental investment restrictions which
can be changed only when permitted by law and approved by a majority of a Fund's
outstanding voting securities. A "majority of a Fund's outstanding voting
securities" means the lesser of (i) 67% of the shares represented at a meeting
at which more than 50% of the outstanding shares are represented in person or by
proxies or (ii) more than 50% of the outstanding shares.

The Funds may not:

     (1) purchase securities on margin or purchase real estate or interests
therein, commodities or commodity contracts, or make loans, and except that the
Funds may purchase or hold short-term debt securities and enter into repurchase
agreements with respect to its portfolio securities as described in the
Prospectus. For this purpose, repurchase agreements are considered loans;

     (2) invest more than 5% of the current value of the total assets of a Fund
in the securities of any one issuer, other than obligations of the United States
Government or its agencies or instrumentalities, and repurchase agreements fully
collateralized by direct obligations of the U.S. Government;

     (3) purchase the securities of issuers conducting their principal business
activity in the same industry if, immediately after the purchase and as a result
thereof, the value of the investments of a Fund in that industry would exceed
25% of the current value of the total assets of the Fund, except that there is
no limitation with respect to investments in obligations of the United States
Government, its agencies or instrumentalities and that the Prime Fund may invest
more than 25% of the value of its total assets in securities issued b-y domestic
banks;

     (4) engage in the underwriting of securities of other issuers, except to
the extent that a Fund may be deemed to be an underwriter in selling, as part of
an offering registered under the Securities Act of 1933, as amended, securities
which it has acquired; or participate on a joint or joint-and-several basis in
any securities trading account. The "bunching" of orders with other accounts
under the management of the Adviser to save commissions or to average prices
among them is not deemed to result in a securities trading account;

     (5) effect a short sale of any security, or issue senior securities except
as permitted in paragraph (6). For purpose of this restriction, the purchase and
sale of financial futures contracts and related options does not constitute the
issuance of a senior security;

     (6) issue senior securities or otherwise borrow money, except that each
Fund may borrow from banks as a temporary measure for emergency purposes where
such borrowings would not exceed 10% (33 1/3% for the Prime Fund) of a Fund's
total assets (including the amount borrowed) taken at market value; or pledge,
mortgage or hypothecate its assets, except to secure indebtedness permitted by
this paragraph and then only if


                                      -6-
<PAGE>

such pledging, mortgaging or hypothecating does not exceed 10% (33 1/3% for the
Prime Fund) of the Fund's total assets taken at market value:

     (7) invest more than 10% of the total assets of a Fund in the securities of
other investment companies, subject to the limitations of Section 12(d)(1) of
the 1940 Act;

     (8) invest in any security, including repurchase agreements maturing in
over seven days without a liquidation feature or other illiquid investments
which are subject to legal or contractual delays on resale or which are not
readily marketable, if as a result more than 10% of the market value of a Fund's
assets would be so invested;

     (9) purchase interests in oil, gas, or other mineral exploration programs
of real estate and real estate mortgage loans except as provided in the
Prospectus;

     (10) have dealings on behalf of a Fund with Officers and Trustees of the
Fund, except for the purchase or sale of securities on an agency or commission
basis, or make loans to any officers, directors or employees of the Fund; and

     (11) purchase equity securities or other securities convertible into equity
securities.

     There will be no violation of any investment restriction if that
restriction is complied with at the time the relevant action is taken
notwithstanding a later change in the market value of an investment, in the net
or total assets of a Fund, in the securities rating of the investment, or any
other later change.

                                   MANAGEMENT

TRUSTEES AND OFFICERS

     The Trust's Board of Trustees oversees the overall management of the Funds
and elects the officers of the Trust. The principal occupations for the past
five years of the Trustees and executive officers of the Trust are listed below.
The address of each, unless otherwise indicated, is 370 Seventeenth Street,
Suite 3100, Denver, Colorado 80202. Trustees deemed to be "interested persons"
of the Trust for purposes of the Investment Company Act of 1940, as amended, are
indicated by an asterisk.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
          NAME (AGE)               POSITION(S) HELD WITH           PRINCIPAL OCCUPATION DURING PAST 5 YEARS**
                                           FUNDS
- ------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                    <C>
W. Robert Alexander*        Trustee, Chairman and                  Mr. Alexander, a member of the Board of Trustees since
(72)                        President                              December 1993, is the Chief Executive Officer of ALPS
                                                                   Mutual Funds Services, Inc. which provides administration
                                                                   and distribution services for proprietary mutual fund
                                                                   complexes.  Prior to co-founding ALPS, Mr. Alexander was
                                                                   Vice Chairman of First Interstate Bank of Denver,
                                                                   responsible for Trust, Private Banking, Retail Banking,
                                                                   Cash Management Services and Marketing.  Mr. Alexander is
                                                                   currently a member of the Board of Trustees of the
                                                                   Colorado Trust, Colorado's largest foundation as well as a
                                                                   Trustee of the Hunter and Hughes Trusts.  Because of his
                                                                   affiliation with ALPS, Mr. Alexander is considered an
                                                                   "interested" Trustee of Financial Investors Trust.

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


                                      -7-
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------
Mary K. Anstine (58)        Trustee                                President/Chief Executive Officer, HealthONE, Denver, CO;
                                                                   Former Executive Vice President, First Interstate Bank of
                                                                   Denver.  Ms. Anstine is currently a Director of the Trust
                                                                   Bank of Colorado, Trustee of the Denver Area Council of
                                                                   the Boy Scouts of America, a Director of the Junior
                                                                   Achievement Board and the Colorado Uplift Board, and a
                                                                   member of the Advisory Boards for the Girl Scouts Mile Hi
                                                                   Council and the Hospice of Metro Denver.  Formerly, Ms.
                                                                   Anstine served as a Director of ALPS from October 1995 to
                                                                   December 1996; Director of HealthONE; a member of the
                                                                   American Bankers Association Trust Executive Committee;
                                                                   and Director of the Center for Dispute Resolution.

- ------------------------------------------------------------------------------------------------------------------------------
Edwin B. Crowder (68)       Trustee                                Mr. Crowder currently operates a marketing concern with
                                                                   operations in the U.S. and Latin America.  He has
                                                                   previously engaged in business pursuits in the restaurant,
                                                                   oil and gas drilling, and real estate development
                                                                   industries.  Mr. Crowder is a former Director of Athletics
                                                                   and head football coach at the University of Colorado.

- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Lee (64)          Trustee                                Mr. Lee has been a Director of Storage Technology
                                                                   Corporation since 1989 and of Equitable of Iowa since
                                                                   1981.  Mr. Lee was the Executive Director of The Denver
                                                                   Foundation from 1989 to 1996, and is currently the
                                                                   Executive Director of Emeritus.  Mr. Lee is also a
                                                                   Director of Meredith Capital Corporation and Source
                                                                   Capital Corporation.

- ------------------------------------------------------------------------------------------------------------------------------
John R. Moran, Jr. (69)     Trustee                                Mr. Moran is President of The Colorado Trust, a private
                                                                   foundation serving the health and hospital community in
                                                                   the State of Colorado.  An attorney, Mr. Moran was
                                                                   formerly a partner with the firm of Kutak Rock & Campbell
                                                                   in Denver, Colorado and a member of the Colorado House of
                                                                   representatives.  Currently, Mr. Moran is a member of the
                                                                   Board of Directors and Treasurer of Grantmakers in Health;
                                                                   a Director of the Conference of Southwest Foundations; a
                                                                   member of the Treasurer's Office Investment Advisory
                                                                   Committee for the University of Colorado; a Trustee of the
                                                                   Robert J. Kutak Foundation; Director of the Colorado
                                                                   Wildlife Heritage Foundation; and a member of the Alumni
                                                                   Council of the University of Denver College of Law.

- ------------------------------------------------------------------------------------------------------------------------------
H. David Lansdowne          Vice President                         President and CEO of Tempest, Isenhart, Chafee, Lansdowne
(52)                                                               and Associates since January 1998. Mr. Lansdowne joined
                                                                   Tempest, Isenhart as Director of Research in 1983.

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


                                      -8-
<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------
Robert Alder (57)           Vice President                         Executive Vice President of Tempest, Isenhart, Chafee,
                                                                   Lansdowne and Associates since January 1993.

- ------------------------------------------------------------------------------------------------------------------------------
William Paston (43)         Vice President and                     Product Development Manager of ALPS Mutual Funds Services,
                            Treasurer                              Inc. since February 1994.  Prior to joining ALPS, Mr.
                                                                   Paston was an associate with Lipper Analytical Services,
                                                                   coordinating that firm's marketing effort in the banking
                                                                   industry.

- ------------------------------------------------------------------------------------------------------------------------------
Russell C. Burk (41)        Secretary                              Mr. Burk has been General Counsel of ALPS Mutual Funds
                                                                   Services, Inc., the Administrator and Distributor, since
                                                                   February 1999.  Prior to joining ALPS, Mr. Burk served as
                                                                   Securities Counsel for Security Life of Denver, A
                                                                   subsidiary of ING Group.  Prior to joining Security Life,
                                                                   Mr. Burk served as General Counsel for RAF Financial
                                                                   Corporation, member NASD.

- ------------------------------------------------------------------------------------------------------------------------------
Jeremy May (29)             Assistant Treasurer                    Mr. May is Director of Mutual Fund Operations at ALPS
                                                                   Mutual Funds Services, Inc., the Administrator and
                                                                   Distributor, since October 1997.  Prior to joining ALPS,
                                                                   Mr. May was an auditor with Deloitte & Touche LLP in their
                                                                   Denver office.

- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

**Except as otherwise indicated, each individual has held the office shown or
other offices in the same company for the last five years.

     Effective after the April 21, 1998 meeting of the Board, non-interested
Trustees of the Trust receive from the Trust an annual fee in the amount of
$4,000 and $500 for attending each Board meeting. Prior to this meeting, the
noninterested Trustees received no annual fee and $1,000 for attending each
Board meeting. The Trustees are reimbursed for all reasonable out-of-pocket
expenses relating to attendance at meetings.

<TABLE>
<CAPTION>
     --------------------------------------------------------------------------------------------------------------------
                                                     PENSION OR                                AGGREGATE
                                                     RETIREMENT             ESTIMATED          COMPENSATION
                              AGGREGATE              BENEFITS               ANNUAL             FROM THE TRUST
                              COMPENSATION           ACCRUED AS             BENEFITS           AND FUND
                              FROM THE               PART OF FUND           UPON               COMPLEX PAID
                              TRUST                  EXPENSES               RETIREMENT         TO TRUSTEES
     --------------------------------------------------------------------------------------------------------------------
     <S>                      <C>                    <C>                    <C>                <C>
     Mary K. Anstine,
     Trustee                  $6,500(1)              $0                     $0                 $6,500
     --------------------------------------------------------------------------------------------------------------------
     Edwin B. Crowder,
     Trustee                  $6,500(1)              $0                     $0                 $6,500
     --------------------------------------------------------------------------------------------------------------------
     Robert E. Lee
     Trustee                  $3,000(1)              $0                     $0                 $3,000
     --------------------------------------------------------------------------------------------------------------------
     John R. Moran, Jr.
     Trustee                  $6,500(1)              $0                     $0                 $6,500
     --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Member of the Audit Committee.

     As of the date of this Statement of Additional Information the Trustees and
officers of the Trust as a group owned less than 1% of the outstanding shares of
the Trust.


                                      -9-
<PAGE>

     INVESTMENT ADVISER. The Trust retains GE Investment Management
Incorporated, (the "Adviser") as investment adviser for each Fund. GEIM is a
wholly owned subsidiary of General Electric Company ("GE").

     Through GEIM and General Electric Investment Corporation ("GEIC"), an
affiliated company of GEIM, wholly owned by GE, and their predecessors, GE has
more than 70 years of investment management experience. GEIM and GEIC
collectively provide investment management services to various institutional
accounts with total assets as of March 31, 1999 in excess of $81 billion, of
which more than $4 billion was invested in mutual funds.

     Each Advisory Contract provides that the Adviser will manage the portfolio
of each Fund and will furnish to each Fund investment guidance and policy
direction in connection therewith. The Adviser has agreed to provide to the
Trust, among other things, information relating to money market portfolio
composition, credit conditions and average maturity of the portfolio of each
Fund. Pursuant to each Advisory Contract, the Adviser also furnishes to the
Trust's Board of Trustees periodic reports on the investment performance of the
Funds.

     SPONSOR AND DISTRIBUTOR. Shares of the Funds are offered on a continuous
basis through ALPS Mutual Funds Services, Inc., 370 17th Street, Suite 3100,
Denver, CO 80202 ("ALPS"), the Distributor, pursuant to the Distribution
Contract. The Distributor is not obligated to sell any specific amount of
shares.

     ADMINISTRATOR. Pursuant to the Administrative Services Contract, ALPS: (i)
provides administrative services reasonably necessary for the operation of the
Funds (other than those services which are provided by the Adviser pursuant to
each Advisory Contract); (ii) provides the Funds with office space and office
facilities reasonably necessary for the operation of the Funds; and (iii)
employs or associates with itself such persons as it believes appropriate to
assist it in performing its obligations under the Administrative Services
Contract. ALPS also serves as the Funds' transfer agent, and as their
Bookkeeping and Pricing Agent.

FEES AND EXPENSES

     As compensation for advisory, management and administrative services, the
Adviser and ALPS (the "Administrator") are paid a monthly fee at the following
annual rates:

TREASURY FUND:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
  PORTION OF AVERAGE DAILY VALUE OF        ADVISORY        ADMINISTRATIVE(1)           TOTAL
       NET ASSETS OF THE FUND
- ----------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>                        <C>
Not exceeding $500 million                   0.05%               0.26%                 0.31%
- ----------------------------------------------------------------------------------------------------
In excess of $500 million but not           0.075%               0.24%                0.315%
exceeding $1 billion
- ----------------------------------------------------------------------------------------------------
In excess of $1 billion but not              0.10%               0.22%                 0.32%
exceeding $1.5 billion
- ----------------------------------------------------------------------------------------------------
In excess of $1.5 billion                    0.15%               0.22%                 0.37%
- ----------------------------------------------------------------------------------------------------
</TABLE>

GOVERNMENT AND PRIME FUNDS:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
  PORTION OF AVERAGE DAILY VALUE OF        ADVISORY        ADMINISTRATIVE(1)           TOTAL
       NET ASSETS OF THE FUND
- ----------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>                         <C>
Not exceeding $500 million                   0.04%               0.16%                 0.20%
- ----------------------------------------------------------------------------------------------------
In excess of $500 million but not            0.06%               0.14%                 0.20%
exceeding $1 billion
- ----------------------------------------------------------------------------------------------------
In excess of $1 billion                      0.08%               0.12%                 0.20%
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) Subject to a minimum monthly fee of $50,000 for the Treasury Fund and
$30,000 for the Government and Prime Funds.


                                      -10-
<PAGE>

     At a meeting held on January 20, 1997, the Trustees approved new Advisory
Contracts with the Adviser on behalf of the Treasury and Government Funds. The
new Advisory Contracts were submitted to shareholders of each respective Fund
for their consideration pursuant to a Proxy Statement dated March 3, 1997, and
subsequently approved by a majority of the shareholders of each respective Fund
at a Special Meeting held on March 21, 1997. Effective March 24, 1997, the
Adviser assumed the role of Adviser to each Fund. During the period March 24,
1997 through April 30, 1997, the Adviser earned $8,799 and $3,542 in advisory
fees from the Treasury and Government Funds, respectively. During the fiscal
year ended April 30, 1998, the Adviser earned $78,117 and $52,818 in advisory
fees from the Treasury and Government Funds, respectively. During the fiscal
year ended April 30, 1999, the Adviser earned $66,847, $82,280 and $10,306 in
advisory fees from the Treasury, Government and Prime Funds, respectively.


     From the inception of each Fund through March 23, 1997, FGIC Advisors, Inc.
("FGIC") served as the Investment Adviser to the Treasury and Government Funds.
During the period May 1, 1996 to March 23, 1997, FGIC earned the following
advisory fees (the Prime Fund had not commenced operations as of March 23,
1997):

<TABLE>
<CAPTION>
                  -------------------------------------------------------
                  U.S. TREASURY MONEY MARKET FUND
                  -------------------------------------------------------
                  <S>                                  <C>
                  Advisory fees earned                 $739,988
                  -------------------------------------------------------
                  Advisory fees waived                 $(739,988)
                  -------------------------------------------------------
                  U.S. GOVERNMENT MONEY MARKET FUND
                  -------------------------------------------------------
                  Advisory fees earned                 $110,066
                  -------------------------------------------------------
                  Advisory fees waived                 $(110,066)
                  -------------------------------------------------------
</TABLE>

     The Administrative fees earned by the Administrator under the
Administrative Services Agreement for the last three fiscal periods were as
follows (the Prime Fund commenced operations on December 10, 1998):

<TABLE>
<CAPTION>
     -------------------------------------------------------------------------------------------
                                                     FISCAL PERIOD ENDED APRIL 30,
                                               1999              1998              1997
                                               ----              ----              ----
     -------------------------------------------------------------------------------------------
     U.S. TREASURY MONEY MARKET FUND
     -------------------------------------------------------------------------------------------
     <S>                                   <C>               <C>               <C>
     Administrative fees earned            $ 603,289         $ 665,343         $750,000
     -------------------------------------------------------------------------------------------
     Administrative fees waived            $(318,834)        $(349,614)        $(75,890)
     -------------------------------------------------------------------------------------------
     U.S. GOVERNMENT MONEY MARKET FUND
     -------------------------------------------------------------------------------------------
     Administrative fees earned            $ 367,491         $ 294,083         $92,781
     -------------------------------------------------------------------------------------------
     Administrative fees waived            $ (88,651)        $(143,513)        $(3,949)
     -------------------------------------------------------------------------------------------
     PRIME MONEY MARKET FUND
     -------------------------------------------------------------------------------------------
     Administrative fees earned            $ 142,027
     -------------------------------------------------------------------------------------------
     Administrative fees waived            $(118,340)
     -------------------------------------------------------------------------------------------
</TABLE>

     The Administrator has contractually agreed to waive a portion of the
administrative fees otherwise payable by each Fund, as well as voluntarily
assume a portion of each Fund's expenses, to the extent necessary to maintain a
total expense ratio of not more than .33%, .22%, .22% and .47% of the average
net assets of the Treasury Fund, Government Fund, Prime Fund Class I and Prime
Fund Class II, respectively. Currently, ALPS is waiving fees to the extent
necessary to maintain a total expense ratio of .33%, .20%, .20% and .45% of the
average net asset of the Treasury Fund, Government Fund, Prime Fund Class I and
the Prime Fund Class II, respectively.

     Except for the expenses paid by the Adviser under the Advisory Contract and
the Administrator under the Administrative Services Contract, each Fund bears
all costs of its operations. Expenses attributable to the Funds are charged
against the assets of each Fund, respectively.

     The Advisory Contract, Distribution Contract and Administrative Services
Contract will continue in effect with respect to each Fund from year to year
provided such continuance is approved annually (i) by the


                                      -11-
<PAGE>

holders of a majority of the outstanding voting securities of a Fund or by the
Trust's Trustees; and (ii) by a majority of the Trustees who are not parties to
such contracts or "interested persons" (as defined under the 1940 Act) of any
such party. Each contract may be terminated with respect to a Fund at any time,
without payment of any penalty, by a vote of a majority of the outstanding
voting securities of the Fund (as defined in the Investment Company Act of 1940)
or by a vote of a majority of the Trustees. The Advisory Contract,
Administrative Services Contract and the Distribution Contract shall terminate
automatically in the event of their assignment (as defined in the 1940 Act).

     The Trust incurs administration expenses based on the terms of the
Administrative Services Agreement. In the absence of certain fee waivers and
reimbursements, administration fees borne by the Funds might not be in
proportion to relative Fund assets.

                CALCULATION OF YIELDS AND PERFORMANCE INFORMATION

     From time to time, each class of the Fund may quote its "yield" and "total
return" in advertisements or in communications to shareholders. BOTH PERFORMANCE
FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE
PERFORMANCE.

     Current yield (or "SEC Seven Day Yield") for each Fund will be based on the
change in the value of a hypothetical investment (exclusive of capital changes)
over a particular 7-day period, less a pro-rata share of a Fund's expenses
accrued over that period (the "base period"), and stated as a percentage of the
investment at the start of the base period (the "base period return"). The base
period return is then annualized by multiplying by 365/7, with the resulting
yield figure carried to at least the nearest hundredth of one percent.
"Effective yield" for the Funds assumes that all dividends received during an
annual period have been reinvested. Calculation of "effective yield" begins with
the same "base period return" used in the calculation of yield, which is then
annualized to reflect weekly compounding pursuant to the following formula:
Effective Yield = [(Base Period Return + 1) TO THE POWER OF 365/7] - 1. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of the assumed reinvestment.

     As of April 30, 1999, the Seven Day Effective Yield and the SEC Seven Day
Yield for each Fund was as follows:

<TABLE>
<CAPTION>

                  Fund                     7-Day SEC Yield             7-Day Effective Yield
                  ----                     ---------------             ---------------------
                  <S>                      <C>                          <C>
                  Treasury Fund                    4.45%                          4.55%
                  Government Fund                  4.65%                          4.76%
                  Prime Fund Class I               4.68%                          4.79%
                  Prime Fund Class II              4.48%                          4.58%

</TABLE>

     Each Fund may, from time to time, include its average annual total returns
in advertisements or reports to shareholders or prospective investors.

     Average annual returns are calculated by determining the growth or decline
in value of a hypothetical investment in a fund over a stated period, and then
calculating the annually compounded percentage rate that would have produced the
same result if the rate of growth or decline in value had been constant over the
period.

     All total return figures will reflect a proportional share of Fund expenses
(net of certain reimbursed expenses) on an annual basis, and will assume that
all dividends and distributions are reinvested when paid. Quotations of total
return will reflect only the performance of a hypothetical investment in the
Funds during the particular time period shown. Total return for the Fund will
vary based on changes in the market conditions and the level of a Fund's
expenses, and no reported performance figure should be considered an indication
of performance, which may be expected in the future.


                                      -12-
<PAGE>

     The yield and total return for each Class of the Prime Fund are calculated
separately due to separate expense structures. The yield and total return of
Class II will be lower than that of Class I.

     In connection with communicating its total return to current or prospective
shareholders, each Fund also may compare these figures to the performance of
other mutual funds tracked by mutual fund rating or ranking services or to other
unmanaged indices which may assume reinvestment of dividends but generally do
not reflect deductions for administrative and management costs. For example, the
Fund's yields may be compared to the IBC/DONOGHUE'S MONEY FUND AVERAGE, which is
an average compiled by IBC/DONOGHUE'S MONEY FUND REPORT. In addition, yields may
be compared to the average yields reported by the Bank Rate Monitor for money
market deposit accounts offered by the 50 leading banks and thrift institutions
in the top five standard metropolitan statistical areas.

     Since yields fluctuate, you cannot necessarily use yield data to compare an
investment in the Fund's shares with bank deposits, savings accounts and similar
investment alternatives which often provide an agreed or guaranteed fixed yield
for a stated period of time. Yield is generally a function of the kind and
quality of the instruments held in a portfolio, portfolio maturity, operating
expenses and market conditions. Any fees charged by service institutions
directly to their customer accounts in connection with investments in shares of
the Fund will not be included in the Fund's calculations of yield or total
return.

     From time to time, in marketing pieces and other Fund literature, the
Funds' total performance may be compared to the performance of broad groups of
comparable funds or unmanaged indices of comparable securities. Evaluations of
Fund performance made by independent sources may also be used in advertisements
concerning the Funds. Sources for Fund performance information may include, but
are not limited to, the following:

Barron's, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.

Business Week, a national business weekly that periodically reports the
performance rankings and ratings of a variety of mutual funds investing abroad.

Changing Times, The Kiplinger Magazine, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.

Donoghue's Money Fund Report, a weekly publication of the Donoghue Organization,
Inc., of Holliston, Massachusetts, reporting on the performance of the nation's
money market funds, summarizing money market fund activity, and including
certain averages as performance benchmarks, specifically "Donoghue's Money Fund
Average," and "Donoghue's Government Money Fund Average."

Financial Times, Europe's business newspaper, which features from time to time
articles on international or country-specific funds.

Forbes, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.

Fortune, a national business publication that periodically rates the performance
of a variety of mutual funds.

Global Investor, a European publication that periodically reviews the
performance of U.S. mutual funds investing internationally.

Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis, a weekly
publication of industry-wide mutual fund averages by type of fund.

Money, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.


                                      -13-
<PAGE>

New York Times, a nationally distributed newspaper which regularly covers
financial news.

Personal Investor, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indices and portfolio holdings.

Sylvia Porter's Personal Finance, a monthly magazine focusing on personal money
management that periodically rates and ranks mutual funds by performance. Wall
Street Journal, a Dow Jones and Company, Inc. newspaper which regularly covers
financial news.

Wall Street Journal, a Dow Jones and Company, Inc. newspaper which regularly
covers financial news.

Wiesenberger Investment Companies Services, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records, and price ranges.

     FUND RATINGS. Although it is not an investment objective of the Funds,
consistent with the Funds' investment objectives and restrictions, each Fund may
seek and receive the highest rating from certain nationally recognized
statistical rating organizations (NRSROs), for example, "AAAm" from Standard &
Poor's Ratings Group, a Division of McGraw Hill, Inc., or "AAA/V-1+" from Fitch
Investor Services, Inc. An NRSRO rating is subject to change and neither insures
nor guarantees that the Fund will pay interest or repay principal. NRSRO ratings
represent the opinion of the NRSRO based on the investment adviser, quality of
the Fund's portfolio holdings, and other criteria. If an NRSRO rating is
obtained, the Fund may use the information in advertising or reports to
shareholders or prospective investors.

                        DETERMINATION OF NET ASSET VALUE

     The price at which you buy, sell or exchange Fund shares is the share price
or net asset value (NAV). The share price for each Fund is determined by adding
the value of the Fund's investments, cash and other assets, deducting
liabilities and then dividing that value by the total number of the Fund's
shares outstanding. For the Prime Fund, calculations are performed separately
for each Class, according to each Class' proportion of assets and liabilities.
Within each Class, the expenses are allocated proportionately based on the net
assets of each Class, except class-specific expenses which are allocated
directly to the respective Class. All expenses, including the advisory and
administrative fees, are accrued daily and taken into account for the purpose of
determining the net asset value. Each Fund normally calculates its NAV at 5:00
p.m. Eastern Time.

     The Board of Trustees has established procedures designed to maintain a
stable net asset value of $1.00 per share, to the extent reasonably possible.
The Board of Trustees has approved and adopted procedures under Rule 2a-7 under
the Investment Company Act of 1940, as amended, which was enacted by the SEC
with the intent of stabilizing money market funds at $1.00 per share. Under the
guidelines of Rule 2a-7, the Fund uses the amortized cost method to value its
portfolio securities. The amortized cost method involves valuing a security at
its cost and amortizing any discount or premium over the period of maturity,
regardless of the impact of fluctuating interest rates on the market value of
the security. Rule 2a-7 also provides that the Fund must also do a
"mark-to-market" analysis, where it is determined the degree to which any
variations may exist between the amortized pricing method and the actual market
price of the securities in the Fund. In the event the Board determines that a
deviation exists which may result in material dilution or other unfair results
to investors or existing shareholders, the Board will take such corrective
action as it regards as necessary and appropriate, including the sale of
portfolio instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity.

     While the amortized cost method provides certainty in valuation, it may
result in periods during which the value, as determined by amortized cost, is
higher or lower than the price which the Fund would receive if the security were
sold. During these periods the yield to a shareholder may differ somewhat from
that which could be obtained from a similar fund which utilizes a method of
valuation based upon market prices. Thus, during periods of declining interest
rates, if the use of the amortized cost method resulted in a lower value of the
Fund's portfolio on a particular day, a prospective investor in the Fund would
be able to obtain a somewhat higher yield than would result from an investment
in a fund utilizing solely market values, and existing Fund


                                      -14-
<PAGE>

shareholders would receive correspondingly less income. The converse would apply
during periods of rising interest rates.

     Rule 2a-7 provides that in order to value its portfolio using the amortized
cost method, the Funds must maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase securities having remaining maturities of
thirteen months or less and invest only in securities determined by the Trust's
Board of Trustees to be "eligible securities" as defined by Rule 2a-7 and to
present minimal credit risks. Pursuant to Rule 2a-7, the Board is required to
establish procedures designed to stabilize, to the extent reasonably possible,
the price per share of the Funds, as computed for the purpose of sales and
redemptions, at $1.00. Such procedures include review of the Funds' portfolio
holdings by the Board of Trustees or its delegate, at monthly and at regularly
scheduled quarterly Board of Trustees meetings, to determine whether the net
asset value of the Fund calculated by using available market quotations deviates
from $1.00 per share based on amortized cost. The extent of any deviation will
be examined by the Board of Trustees. If such deviation exceeds 1/2 of 1%, the
Board will promptly consider what action, if any, will be initiated. In the
event the Board determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing shareholders, the
Board will take such corrective action as it regards as necessary and
appropriate, including the sale of portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity,
withholding dividends or establishing a net asset value per share by using
available market quotations. There can be no assurance that at all times the
$1.00 price per share can be maintained.

     Net asset value is determined as of 5:00 p.m. Eastern Time on each day the
New York Stock Exchange is open for business. Currently, the New York Stock
Exchange is closed on New Years Day, Martin Luther King Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.

                             PORTFOLIO TRANSACTIONS

     The Trust has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policy
established by the Trustees, the Adviser is primarily responsible for portfolio
decisions and the placing of portfolio transactions. In placing orders, it is
the policy of the Fund to obtain the best results taking into account the
dealer's general execution and operational facilities, the type of transaction
involved and other factors such as the dealer's risk in positioning the
securities involved. While the Adviser generally seeks reasonably competitive
spreads or commissions, the Funds will not necessarily be paying the lowest
spread or commission available.

     Purchases and sales of securities will often be principal transactions in
the case of debt securities traded otherwise than on an exchange. Debt
securities normally will be purchased or sold from or to issuers directly or to
dealers serving as market makers for the securities at a net price. Generally,
money market securities are traded on a net basis and do not involve brokerage
commissions. Under the 1940 Act, persons affiliated with the Adviser, the Funds
or the Distributor are prohibited from dealing with the Funds as a principal in
the purchase and sale of securities except in accordance with regulations
adopted by the Securities and Exchange Commission. Under the 1940 Act, persons
affiliated with the Adviser, the Funds or the Distributor may act as a broker
for the Funds. In order for such persons to effect any portfolio transactions
for the Funds, the commissions, fees or other remuneration received by such
persons must be reasonable and fair compared to the commissions, fees or other
remunerations paid to other brokers in connection with comparable transactions
involving similar securities being purchased or sold on an exchange during a
comparable period of time. This standard would allow the affiliate to receive no
more than the remuneration which would be expected to be received by an
unaffiliated broker in a commensurate arms-length transaction. The Trustees of
the Trust will regularly review the commissions paid by the Funds to affiliated
brokers.

                               EXCHANGE PRIVILEGE

     Shareholders who have held all or part of their shares in one of the Funds
for at least seven days may exchange those shares for shares of the other Fund
if such Fund is available for sale in their state and meets the investment
criteria of the investor.


                                      -15-
<PAGE>

     Before effecting an exchange, shareholders should review the Prospectus of
the other Fund. Exercise of the exchange privilege is treated as a redemption
for income tax purposes and, depending on the circumstances, a gain or loss may
be recognized.

     The exchange privilege may be modified or terminated upon sixty (60) days'
written notice to shareholders. Although initially there will be no limit on the
number of times a shareholder may exercise the exchange privilege, the Funds
reserve the right to impose such a limitation. Call or write the Funds for
further details.

                                   REDEMPTIONS

     In the event that a Fund does not maintain a constant net asset value per
share, the proceeds of a redemption may be more or less than the amount invested
and, therefore, a redemption may result in a gain or loss for Federal and state
and local income tax purposes. Any loss realized on the redemption of Fund
shares held, or treated as held, for six months or less will be treated as a
long-term capital loss to the extent of any long-term capital gain dividends
received on the redeemed shares.

     A shareholder's account with the Funds remains open for at least one year
following complete redemption and all costs during the period will be borne by
the Funds. This permits an investor to resume investments in the Fund during the
period in an amount of $25,000 or more.

     To be in a position to eliminate excessive shareholder expense burdens, the
Funds reserve the right to adopt a policy pursuant to which a Fund may redeem,
upon not less than 30 days' notice, shares of the Fund in an account which has a
value below the designated amount set forth in each Fund's prospectus. However,
any shareholder affected by the exercise of this right will be allowed to make
additional investments prior to the date fixed for redemption to avoid
liquidation of the account. Shareholder accounts which have a value below the
designated amount due to changes in the market value in portfolio securities
will not be redeemed.

     The Funds may suspend the right of redemption during any period when (i)
trading on the New York Stock Exchange is restricted or that Exchange is closed,
other than customary weekend and holiday closings, (ii) the Securities and
Exchange Commission has by order permitted such suspension or (iii) an emergency
exists making disposal of portfolio securities or determination of the value of
the net assets of the Fund not reasonably practicable.

     Although it would not normally do so, the Trust has the right to pay the
redemption price in whole or in part in securities of a Fund's portfolio as
prescribed by the Trustees. When a shareholder sells portfolio securities
received in this fashion he would incur a brokerage charge. The Trust has,
however, elected to be governed by Rule 18f-1 under the 1940 Act, as amended.
Under that rule, the Trust must redeem its shares for cash except to the extent
that the redemption payments to any shareholder during any 90-day period would
exceed the lesser of $250,000 or 1% of a Fund's net asset value at the beginning
of such period.

                              FEDERAL INCOME TAXES

     The Funds have each elected to be treated as regulated investment companies
and qualified as such in 1998. The Funds intend to continue to so qualify by
complying with the provisions of the Internal Revenue Code of 1986, as amended
(the "Code") applicable to regulated investment companies so that the Funds will
not be liable for Federal income tax with respect to amounts distributed to
shareholders in accordance with the timing requirements of the Code.

     In order to qualify as a regulated investment company for a taxable year,
each Fund must, among other things, (a) derive at least 90% of its gross income
from dividends, interest, payments with respect to securities loans and gains
from the sale or other disposition of stock or securities or foreign currency
gains related to investments in stock or securities or other income (including
but not limited to gains from options, futures or forward contracts) derived
with respect to its business of investing in stock, securities or currency; (b)
diversify its holdings so that, at the end of each quarter of its taxable year,
(i) at least 50% of the market value of the Fund's assets is represented by
cash, cash items, U.S. Government securities, securities of other regulated


                                      -16-
<PAGE>

investment companies and certain other securities in respect of any one issuer
to an amount not greater in value than 5% of its assets and 10% of the
outstanding voting securities of the 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 securities of other regulated investment
companies). As such, and by complying with the applicable provisions of the
Code, the Funds will not be subject to Federal income tax on taxable income
(including realized capital gains) which is distributed to shareholders in
accordance with the timing requirements of the Code.

     The amount of capital gains, if any, realized in any given year will result
from sales of securities made with a view to the maintenance of a portfolio
believed by Fund management to be most likely to attain a Fund's investment
objective. Such sales and any resulting gains or losses, may therefore vary
considerably from year to year. Since at the time of an investor's purchase of
shares, a portion of the per share net asset value by which the purchase price
is determined may be represented by realized or unrealized appreciation in a
Fund's portfolio or undistributed income of the Fund, subsequent distributions
(or portions thereof) on such shares may be taxable to such investor even if the
net asset value of his shares is, as a result of the distributions, reduced
below his cost for such shares and the distributions (or portions thereof)
represent a return of a portion of his investment.

     The Funds are required to report to the Internal Revenue Service (the
"IRS") all distributions of taxable dividends and of capital gains, as well as
the gross proceeds of share redemptions. The Funds may be required to withhold
Federal income tax at a rate of 31% ("backup withholding") from taxable
dividends (including capital gain dividends) and the proceeds of redemptions of
shares paid to non-corporate shareholders who have not furnished the Fund with a
correct taxpayer identification number and made certain required certifications
or who have been notified by the IRS that they are subject to backup
withholding. The Funds may also be required to withhold Federal income tax at a
rate of 31% if they are notified by the IRS or a broker that the taxpayer
identification number is incorrect or that backup withholding applies because of
underreporting of interest or dividend income.

     Distributions of taxable net investment income and net realized capital
gains will be taxable whether made in shares or in cash. In determining amounts
of net realized capital gains to be distributed, any capital loss carryovers
from prior years will be applied against realized capital gains. Shareholders
receiving distributions in the form of additional shares will have a cost basis
for Federal income tax purposes in each share so received equal to the net asset
value of a share of the Fund on the reinvestment date. Fund distributions will
also be included in individual and corporate shareholders' income on which the
alternative minimum tax may be imposed.

     Any loss realized upon the redemption of shares held (or treated as held)
for six months or less will be treated as a long-term capital loss to the extent
of any long-term capital gain dividend received on the redeemed shares. Any loss
realized upon the redemption of shares within six months after receipt of an
exempt-interest dividend will be disallowed. All or a portion of a loss realized
upon the redemption of shares may be disallowed to the extent shares are
purchased (including shares acquired by means of reinvested dividends) within 30
days before or after such redemption. Exchanges are treated as redemptions for
Federal tax purposes.

     Different tax treatment is accorded to accounts maintained as IRAs,
including a penalty on early distributions. Shareholders should consult their
tax advisers for MORE information.

     Each Fund will be separate for investment and accounting purposes and will
be treated as a separate taxable entity for Federal income tax purposes.

     Each Fund is subject to a 4% nondeductible excise tax to the extent that it
fails to distribute to its shareholders during each calendar year an amount
equal to (a) at least 98% of its ordinary income (excluding any capital gain or
losses) for the calendar year; plus (b) at least 98% of the excess of its
capital gains over capital losses (adjusted for ordinary losses) for the one
year period ending on October 31 of such calendar year; plus (c) any ordinary
income or capital gain net income (adjusted for certain ordinary losses) from
the preceding calendar years which was neither distributed to shareholders nor
taxed to the Fund during such year.


                                      -17-
<PAGE>

The Funds intend to distribute to shareholders each year an amount sufficient to
avoid the imposition of such excise tax.

     It is important to note that for tax years beginning after August 5, 1997,
the Taxpayer Relief Act of 1997 repealed Section 851(b)(3) which required that a
RIC must derive less than 30 percent of its gross income from the sales or
disposition of stocks or securities held for less than three months.

                          SHARES OF BENEFICIAL INTEREST

     The Trust consists of multiple separate portfolios or Funds. When certain
matters affect one Fund but not another, the shareholders would vote as a Fund
regarding such matters. Subject to the foregoing, on any matter submitted to a
vote of shareholders, all shares then entitled to vote will be voted separately
by the Fund unless otherwise required by the 1940 Act, in which case all shares
will be voted in the aggregate. For example, a change in a Fund's fundamental
investment policies would be voted upon only by shareholders of the Fund.
Additionally, approval of the Advisory Contract is a matter to be determined
separately by each Fund. Approval by the shareholders of one Fund is effective
as to that Fund whether or not sufficient votes are received from the
shareholders of the other Fund to approve the proposal as to that Fund. As used
in the Prospectuses and in this Statement of Additional Information, the term
"majority," when referring to approvals to be obtained from shareholders of a
Fund means the vote of the lesser of (i) 67% of the shares of the Fund or class
represented at a meeting if the holder of more than 50% of the outstanding
shares of the Fund or class are present in person or by proxy, or (ii) more than
50% of the outstanding shares of the Fund. The term "majority," when referring
to the approvals to be obtained from shareholders of the Trust as a whole means
the vote of the lesser of (i) 67% of the Trust's shares represented at a meeting
if the holders of more than 50% of the Trust's outstanding shares are present in
person or proxy, or (ii) more than 50% of the Trust's outstanding shares.
Shareholders are entitled to one vote for each full share held and fractional
votes for fractional shares held.

     The Trust is not required to hold regular annual meetings of the Fund's
shareholders and does not intend to do so. However, the Trust undertakes to hold
a special meeting of its shareholders if the purpose of voting on the question
of removal of a director or trustees is requested in writing by the holders of
at least 10% of the Trust's outstanding voting securities, and to assist in
communicating with other shareholders as required by Section 16(c) of the 1940
Act. The Trust Instrument provides that the holders of not less than two-thirds
of the outstanding shares of the Trust may remove a person serving as Trustee
either by declaration in writing or at a meeting called for such purpose.

     Each share of a Fund represents an equal proportional interest in the Fund
with each other share and is entitled to such dividends and distributions out of
the income earned on the assets belonging to the Fund as are declared in the
discretion of the Trustees. In the event of the liquidation or dissolution of
the Trust, shareholders of each Fund are entitled to receive the assets
attributable to such Fund that are available for distribution, and a
distribution of any general assets of the Trust not attributable to a particular
Fund that are available for distribution in such manner and on such basis as the
Trustees in their sole discretion may determine.

     Shareholders are not entitled to any preemptive rights. All shares, when
issued, will be fully paid and nonassessable by the Trust.

     As of July 31, 1999, the following shareholders owned 5% or more of the
outstanding shares of the Funds as listed below:


                                      -18-
<PAGE>

<TABLE>
<CAPTION>

           FUND                                                                    PERCENTAGE INTEREST
- ------------------------------------------------------------------------------------------------------
U.S. TREASURY MONEY MARKET FUND
<S>                                                                                <C>

           Metropolitan District                                                   14.39%
           555 Main Street
           P.O. Box 800
           Hartford CT 06142-0800

           City of Bridgeport                                                      13.41%
           45 Lyons Terrace
           Bridgeport, CT 06604

           Wisconson Housing & Economic                                            8.05%
           Development Authority
           201 W. Washington Ave., Ste. 700
           Madison, WI 53701

           Blackhawk Central City Sanitation                                       7.66%
           P.O. Box 362
           Blackhawk, C0 80422

           Riverside County Transportation Commission                              5.63%
           3560 University Place
           Riverside, CA 92501

U.S. GOVERNMENT MONEY MARKET FUND

           City of New Haven                                                       15.86%
           200 Orange St.
           New Haven, CT 06510

           City of Hartford                                                        6.58%
           10 Prospect St., Rm. 208
           Hartford, CT 06103-2814

           City of New London                                                      5.56%
           181 State Street
           New London, CT 06320

           County of Rock Island, IL                                               5.21%
           1504 Third Ave.
           Rock Island, IL 61201

PRIME MONEY MARKET CLASS I FUND

           Colorado State Bank                                                     50.59%
           1600 Broadway
           Denver, CO 80202

           Caribe GE Products                                                      10.34%
           Caribe General Electric Products, Inc.
           Puerto Rico Operations
           Route 174, #101
           Minillas Industrial Park
           Bayamon, PR 00950
</TABLE>

                                      -19-

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                 <C>
           Caribe GE Distribution Components                                       7.05%
           Caribe General Electric Products, Inc.
           Puerto Rico Operations
           Route 174, #101
           Minillas Industrial Park
           Bayamon, PR 00950

           Caribe GE Wiring Devices                                                5.21%
           Caribe General Electric Products, Inc.
           Puerto Rico Operations
           Route 174, #101
           Minillas Industrial Park
           Bayamon, PR 00950

           GE Reconstruction Industrial Corp.                                      5.17%
           Caribe General Electric Products, Inc.
           Puerto Rico Operations
           Route 174, #101
           Minillas Industrial Park
           Bayamon, PR 00950

PRIME MONEY MARKET CLASS II FUND

           ALPS Mutual Funds Services                                           100.00%
           370 17th Street, Ste 3100
           Denver, CO 80202
</TABLE>

                                DISTRIBUTION PLAN

     The Trustees of the Trust have adopted a Distribution Plan on behalf of
Class II of the Prime Fund (the "Plan") pursuant to Rule 12b-1 (the "Rule")
under the 1940 Act. The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is intended
primarily to result in the sale of shares of the fund except pursuant to a plan
adopted by the fund under the Rule. The Trustees have adopted the Plan to allow
the Prime Fund and ALPS to incur distribution expenses. The Plan provides for
payment of a distribution fee (12b-1 fee) of up to 0.25% of the average net
assets of Class II of the Prime Fund (these fees are in addition to the fees
paid to ALPS under the Administration Agreement). The Trust or ALPS, on behalf
of Class II of the Prime Fund, may enter into servicing agreements (Service
Agreements) with banks, broker/dealers or other institutions (Agency
Institutions). The Plan provides that ALPS may use its fees and other resources
to make payments to Agency Institutions for performance of distribution-related
services, including those enumerated below. The Service Agreements further
provide for compensation to broker/dealers for their efforts to sell Class II
shares of the Prime Fund. The distribution-related services include, but are not
limited to, the following: formulation and implementation of marketing and
promotional activities, such as mail promotions and television, radio,
newspaper, magazine and other mass media advertising; preparation, printing and
distribution of sales literature; preparation, printing and distribution of
prospectuses of the Prime Fund and reports to recipients other than existing
shareholders of the Prime Fund; obtaining such information, analyses and reports
with respect to marketing and promotional activities as ALPS may, from time to
time, deem advisable; making payments to securities dealers and others engaged
in the sales of Class II Shares of the Prime Fund; and providing training,
marketing and support to such dealers and others with respect to the sale of
Class II Shares of the Prime Fund. The Plan recognizes ALPS may use its fees and
other resources to pay expenses associated with the promotion and administration
of activities primarily intended to result in the sale of shares.


     The Plan has been approved by the Trustees, including the majority of
disinterested Trustees. As required by the Rule, the Trustees carefully
considered all pertinent factors relating to the implementation of the Plan
prior to its approval, and have determined that there is a reasonable likelihood
that the Plan will


                                      -20-
<PAGE>

benefit the Prime Fund and its shareholders. To the extent that the Plan gives
ALPS greater flexibility in connection with the distribution of shares of the
class, additional sales of shares may result.

     The Plan could be construed as compensation because ALPS is paid a fixed
fee and is given discretion concerning what expenses are payable under the Plan.
ALPS may spend more for marketing and distribution than it receives in fees and
reimbursements from the Prime Fund. However, to the extent fees received exceed
expenses, including indirect expenses such as overhead, ALPS could be said to
have received a profit. For example, if ALPS pays $1 for distribution-related
expenses for Class II of the Prime Fund and receives $2 under the Plan, the $1
difference could be said to be a profit for ALPS. (Because ALPS is reimbursed
for its out-of-pocket direct promotional expenses, the Plan also could be
construed as a reimbursement plan. Until the issue is resolved by the SEC,
unreimbursed expenses incurred in one year will not be carried over to a
subsequent year.) If after payment by ALPS for marketing and distribution there
are any remaining fees attributable to the Plan, these may be used as ALPS may
elect. Since the amount payable under the Plan will be commingled with ALPS'
general funds, including the revenues it receives in the conduct of its
business, it is possible that certain of ALPS' overhead expenses will be paid
out of Plan fees and that these expenses may include items such as the costs of
leases, depreciation, communications, salaries, training and supplies. The Prime
Fund believes that such expenses, if paid, will be paid only indirectly out of
the fees being paid under the Plan.

                                OTHER INFORMATION

     The Trust's Registration Statement, including the Prospectuses, the
Statement of Additional Information and the exhibits filed therewith, may be
examined at the office of the SEC in Washington, D.C. Statements contained in
the Prospectuses or the Statement of Additional Information as to the contents
of any contract or other document referred to herein or in the Prospectuses are
not necessarily complete, and, in each instance, reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference.

                                 CAPITALIZATION

     The Trust was organized as a Delaware Business Trust on November 30, 1993
and consists of six separate portfolios or series, three of which are discussed
in this SAI. The Board of Trustees may establish additional series in the
future. The capitalization of the Trust consists solely of an unlimited number
of shares of beneficial interest with a par value of $0.001 each.

     Class I shares of the Prime Fund are sold generally to municipal investors,
including municipalities, counties and state agencies, as well as other
institutional investors such as broker/dealers, corporations, investment
advisers, credit unions, banks, insurance companies and other financial
institutions and high net worth individuals that meet the $1,000,000 minimum
investment threshold for this class of shares. When issued, shares of the Trust
are fully paid and non-assessable. Class II shares of the Prime Fund are
designed for individuals and other investors who seek mutual fund investment
convenience plus a lower investment minimum. Class I and Class II are identical
in all respects with the exception that Class I shares have a higher investment
minimum and do not impose any 12b-1 fees.

     Under Delaware law, shareholders could, under certain circumstances, be
held personally liable for the obligations of a series of the Trust but only to
the extent of the shareholder's investment in such series. However, the Trust
Instrument disclaims liability of the shareholders, Trustees or Officers of the
Trust for acts or obligations of the Trust, which are binding only on the assets
and property of each series of the Trust and requires that notice of the
disclaimer be given in each contract or obligations entered into or executed by
the Trust or the Trustees. The risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which the Trust
itself would be unable to meet its obligations and should be considered remote
and is limited to the amount of the shareholder's investment in the Fund.


                                      -21-
<PAGE>

                           CUSTODIAN AND SUB-CUSTODIAN

     State Street Bank & Trust Company of Connecticut, N.A. acts as Custodian
for the Trust. The Custodian, among other things, maintains a custody account or
accounts in the name of the Funds; receives and delivers all assets for the
Funds upon purchase and upon sale or maturity; collects and receives all income
and other payments and distributions on account of the assets of the Funds and
pays all expenses of the Funds. For its services as Custodian, State Street
receives an asset-based fee and transaction charges. State Street Bank and Trust
Company serves as Sub-Custodian for the Trust. The Administrative Services
Agreement between ALPS Mutual Fund Services and the Trust currently provides
that the asset-based fee and transaction costs of the Trust's Custodian and
Sub-Custodian be paid by ALPS Mutual Fund Services.

                             INDEPENDENT ACCOUNTANTS

     Deloitte & Touche LLP has been selected as the independent accountants for
the Trust. Deloitte & Touche provides audit services, tax return preparation and
assistance and consultation in connection with review of certain SEC filings.
Deloitte & Touche's address is 555 Seventeenth Street, Suite 3600, Denver,
Colorado 80202.

                              FINANCIAL STATEMENTS

     The audited financial statements for each Fund for the year ended April 30,
1999 and the report of the Funds' independent public accountants are included in
the Funds' most recent Annual Report, and are incorporated herein by reference
to such report.


                                      -22-
<PAGE>

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

                           370 17th Street, Suite 3100
                             Denver, Colorado 80202

                                 August 27, 1999

General & Account Information:  (800) 644-8595

                       STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information ("SAI") is not a prospectus and is only
authorized for distribution when preceded or accompanied by the prospectus for
shares of the Aristata Equity Fund, the Aristata Quality Bond Fund, or the
Aristata Colorado Quality Tax-Exempt Fund (the "Funds") dated August 27, 1999
(the "prospectus"). This SAI contains additional and more detailed information
than that set forth in the prospectus and should be read in conjunction with the
prospectus. The prospectus may be obtained without charge by writing or calling
the Funds at the address and information number printed above. The Funds' most
recent Annual Report is incorporated herein by reference. A free copy can be
obtained by calling the toll-free number printed above.



<PAGE>


                                TABLE OF CONTENTS

                                                                         PAGE
- --------------------------------------------------------------------------------
INVESTMENT POLICIES                                                        1
     Bank Obligations                                                      1
     Commercial Paper                                                      1
     Common Stocks                                                         1
     Corporate Debt Securities                                             2
     Preferred Stock                                                       2
     Repurchase Agreements                                                 2
     Reverse Repurchase Agreements                                         2
     Variable and Floating Rate Demand and Master Demand Notes             3
     Loans of Portfolio Securities                                         3
     Mortgage-Related Securities                                           4
     Foreign Securities                                                    4
     Foreign Currency Transactions                                         5
     Depositary Receipts                                                   6
     Real Estate Securities                                                7
     Investment Company Securities                                         8
     U.S. Government Securities                                            8
     Interest Rate Futures Contracts                                       9
     Stock Index Futures Contracts                                         9
     Put Options on Stock Index Futures Contract                           9
     Forward Commitment and When-Issued Securities                        10
     Colorado Municipal Obligations and Special Risk Considerations       10
     Restrictions of Appropriations and Revenues                          11
     Colorado State Finances                                              15
     Debt                                                                 16
     Anticipation Notes                                                   16
     Illiquid Securities                                                  17
     Zero Coupon Securities                                               18

INVESTMENT RESTRICTIONS                                                   19

PORTFOLIO TURNOVER                                                        22

MANAGEMENT                                                                22
     Trustees and Officers                                                22
     Adviser                                                              25
     Distribution of Fund Shares                                          26
     Administrator, Bookkeeping and Pricing Agent                         26
     Fees and Expenses                                                    26


<PAGE>

DETERMINATION OF NET ASSET VALUE                                          27

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION                            28

PORTFOLIO TRANSACTIONS                                                    29

TAXATION                                                                  30
     The Colorado Quality Tax-Exempt Fund                                 35

OTHER INFORMATION                                                         36
     Capitalization                                                       36
     Voting Rights                                                        36
     Custodian and Transfer Agent                                         38
     Yield and Performance Information                                    38
     Tax-Equivalent Yield Calculations                                    39
     Independent Accountants                                              41
     Registration Statement                                               41

FINANCIAL STATEMENTS                                                      41

APPENDIX KEY TO MOODY'S BOND RATINGS                                     A-1

KEY TO STANDARD & POOR'S BOND RATINGS                                    A-2


<PAGE>

                          INVESTMENT POLICIES AND RISKS

     Financial Investors Trust (the "Trust") is an open-end, diversified
management investment company with multiple diversified investment portfolios.
The Trust is a Delaware business trust established under a Declaration of Trust
dated November 30, 1993 and currently consists of multiple separately managed
portfolios, three of which are discussed in this SAI.

     The prospectus discusses the investment objectives of the Funds and the
policies to be employed to achieve those objectives. This section contains
supplemental information concerning certain types of securities and other
instruments in which the Funds may invest, the investment policies and portfolio
strategies that the Funds may utilize, and certain risks attendant to such
investments, policies and strategies.

     BANK OBLIGATIONS (All Funds). These obligations include negotiable
certificates of deposit and bankers' acceptances. A description of the banks,
the obligations of which the Funds may purchase, is set forth in the prospectus.
A certificate of deposit is a short-term, interest-bearing negotiable
certificate issued by a commercial bank against funds deposited in the bank. A
bankers' acceptance is a short-term draft drawn on a commercial bank by a
borrower, usually in connection with an international commercial transaction.
The borrower is liable for payment, as is the bank, which unconditionally
guarantees to pay the draft at its face amount on the maturity date.

     COMMERCIAL PAPER (All Funds). Commercial paper includes short-term
unsecured promissory notes, variable rate demand notes and variable rate master
demand notes issued by domestic and foreign bank holding companies, corporations
and financial institutions and similar taxable instruments issued by government
agencies and instrumentalities. All commercial paper purchased by the Funds is,
at the time of investment, (i) rated in one of the two highest rating categories
by at least two nationally recognized statistical rating organizations
("NRSROs"), (ii) issued or guaranteed as to principal and interest by issuers
having an existing debt security rating in one of the two highest rating
categories by a least two NRSROs, or (iii) securities which, if not rated or
single rated, are, in the opinion of the Funds' adviser, of an investment
quality comparable to rated commercial paper in which the Funds may invest. See
"VARIABLE AND FLOATING RATE AND MASTER DEMAND NOTES."

     COMMON STOCKS (Equity Fund). Common stock represents the residual ownership
interest in the issuer after all of its obligations and preferred stocks are
satisfied. Common Stocks fluctuate in price in response to many factors,
including historical and prospective earnings of the issuer, the value of its
assets, general economic conditions, interest rates, investor perceptions and
market volatility. Furthermore, the Fund may invest in smaller companies. Small
companies may have limited product lines, markets or financial resources; may
lack depth of experience; and may be more vulnerable to adverse general market
or economic developments than larger company issues, and can display abrupt or
erratic movements at times, due to limited volumes and less publicly available
information.


                                      -1-
<PAGE>

     CORPORATE DEBT SECURITIES (Equity Fund and Bond Fund). Fund investment in
these securities is limited to corporate debt securities (corporate bonds,
debentures, notes and similar corporate debt instruments) which meet the rating
criteria established for each Fund.

     The ratings of Standard & Poor's Corporation ("S&P"), Moody's Investors
Service ("Moody's"), Inc., and other NRSROs represent their respective opinion
as to the quality of the obligations they undertake to rate (a description of
S&P's and Moody's ratings is attached hereto as Appendix A). Ratings, however,
are general and are not absolute standards of quality. Consequently, obligations
with the same rating, maturity and interest rate may have different market
prices. After purchase by a Fund, a security may cease to be rated or its rating
may be reduced below the minimum required for purchase by the Fund. Neither
event will require a sale of such security by the Fund. However, the Funds'
adviser will consider such event in its determination of whether the Fund should
continue to hold the security. To the extent the ratings given by an NRSRO may
change as a result of changes in such organizations or their rating systems, the
adviser will attempt to use comparable ratings as standards for investments in
accordance with the investment policies contained in the prospectus and in this
SAI.

     It is possible that unregistered securities purchased by a Fund in reliance
upon Rule 144a under the Securities Act of 1933 could have the effect of
increasing the level of the Fund's illiquidity to the extent that qualified
institutional buyers become, for a period, uninterested in purchasing these
securities.

     PREFERRED STOCKS (Equity Fund). Preferred stock has a preference over
common stock in liquidation and generally in dividends as well, but is
subordinated to the liabilities of the issuer in all respects. Preferred stock
may or may not be convertible into common stock. As a general rule, the market
value of preferred stock with a fixed dividend rate and no conversion element
varies inversely with interest rates and perceived credit risk. Because
preferred stock is junior to debt securities and other obligations of the
issuer, deterioration in the credit quality of the issuer will cause greater
changes in the value of a preferred stock than in a more senior debt security
with similar stated yield characteristics.

     REPURCHASE AGREEMENTS (All Funds). The Funds may invest in securities
subject to repurchase agreements with U.S. banks or broker-dealers. Such
agreements may be considered to be loans by the Funds for purposes of the
Investment Company Act of 1940, as amended (the " 1940 Act"). A repurchase
agreement is a transaction in which the seller of a security commits itself at
the time of the sale to repurchase that security from the buyer at a mutually
agree upon time and price. The repurchase price exceeds the sale price,
reflecting an agreed-upon interest rate effective for the period the buyer owns
the security subject to repurchase. The agreed-upon rate is unrelated to the
interest rate on that security. The adviser will monitor the value of the
underlying security at the time the transaction is entered into and at all times
during the term of the repurchase agreement to ensure that the value of the
security always equals or exceeds the repurchase price. In the event of default
by the seller under the repurchase agreement, the funds may have problems in
exercising their rights to the underlying securities and may incur costs and
experience time delays in connection with the disposition of such securities.

     REVERSE REPURCHASE AGREEMENTS (All Funds). A Fund may borrow funds by
selling portfolio securities to financial institutions such as banks and
broker/dealers and agreeing to repurchase them at a


                                      -2-
<PAGE>

mutually specified date and price ("reverse repurchase agreements"). Reverse
repurchase agreements involve the risk that the market value of the securities
sold by a Fund may decline below the repurchase price. A Fund will pay interest
on amounts obtained pursuant to a reverse repurchase agreement. While reverse
repurchase agreements are outstanding, a Fund will maintain in a segregated
account cash, or other liquid assets (as determined by the board) of an amount
at least equal to the market value of the securities, plus accrued interest,
subject to the agreement.

     VARIABLE AND FLOATING RATE DEMAND AND MASTER DEMAND NOTES (All Funds). The
Funds may acquire variable and floating rate instruments as described in the
prospectus. Variable and floating rate instruments are frequently not rated by
credit rating agencies; however, unrated variable and floating rate instruments
purchased by a Fund will be determined by the adviser under guidelines
established by the board of trustees to be of comparable quality at the time of
purchase to rated instruments eligible for purchase by the Funds. In making such
determinations, the adviser will consider the earning power, cash flows and
other liquidity ratios of the issuers of such instruments (such issuers include
financial, merchandising, investment banking, bank holding and other companies)
and will continuously monitor their financial condition. There may not be an
active secondary market with respect to a particular variable or floating rate
instrument purchased by a Fund. The absence of such an active secondary market
could make it difficult for a Fund to dispose of the variable or floating rate
instrument involved. In the event the issuer of the instrument defaulted on its
payment obligations, a Fund could, for this or other reasons, suffer a loss to
the extent of the default. Variable and floating rate instruments may be secured
by bank letters of credit, guarantees or lending commitments.

     Instruments having variable or floating interest rates or demand features
may be deemed to have remaining maturities as follows: (a) a U.S. government
security with a variable rate of interest readjusted no less frequently than
every 762 days may be deemed to have a maturity equal to the period remaining
until the next readjustment of the interest rate; (b) an instrument with a
floating rate of interest, the principal amount of which is scheduled on the
face of the instrument to be paid in 397 days or less, may be deemed to have a
maturity equal to one day; (c) an instrument with a variable rate of interest,
the principal amount of which is scheduled on the face of the investment to be
paid in more than 397 days, and that is subject to a demand feature may be
deemed to have a maturity equal to the longer of the period remaining until the
next readjustment of the interest rate or the period remaining until the
principal amount can be recovered through demand; (d) an instrument with a
variable rate of interest, the principal amount of which is scheduled to be paid
in 397 days or less may be deemed to have a maturity equal to the earlier of the
period remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand; and (e) an
instrument with a floating rate of interest, the principal amount of which is
scheduled to be paid in more than 397 days, that is subject to a demand feature,
may be deemed to have a maturity equal to the period remaining until the
principal amount can be recovered through demand.

     LOANS OF PORTFOLIO SECURITIES (Equity Fund and Bond Fund). The Equity Fund
and Bond Fund may lend their portfolio securities to brokers, dealers and
financial institutions, provided: (1) the loan is secured continuously by
collateral consisting of U.S. government securities, other high-grade debt
obligations or cash or letters of credit maintained on a daily mark-to-market
basis in an amount at least


                                      -3-
<PAGE>

equal to the current market value of the securities loaned; (2) the Funds may at
any time call the loan and obtain the return of the securities loaned within
five business days; (3) the Funds will receive any interest or dividends paid on
the loaned securities; and (4) the aggregate market value of securities loaned
will not at any time exceed 5% of the total assets of a particular Fund.

     The Funds will earn income for lending their securities because cash
collateral pursuant to these loans will be invested in short-term money market
instruments. In connection with lending securities, the Funds may pay reasonable
finders, administrative and custodial fees. Loans of securities involve a risk
that the borrower may fail to return the securities or may fail to provide
additional collateral.

     MORTGAGE-RELATED SECURITIES (Equity and Bond Fund). There are a number of
important differences among the agencies and instrumentalities of the U.S.
government that issue mortgage-related securities and among the securities that
they issue. Mortgage-related securities guaranteed by the Government National
Mortgage Association ("GNMA") include GNMA mortgage pass-through certificates
(also known as "Ginnie Maes") which are guaranteed as to the timely payment of
principal and interest by GNMA and such guarantee is backed by the full faith
and credit of the United States. GNMA is a wholly-owned U.S. government
corporation within the Department of Housing and Urban Development. GNMA
certificates also are supported by the authority of GNMA to borrow funds from
the U.S. Treasury to make payments under its guarantee. Mortgage-related
securities issued by the Federal National Mortgage Association ("FNMA") include
FNMA guaranteed mortgage passthrough certificates (also known as "FANNIE MAEs")
which are solely the obligations of the FNMA and are not backed by or entitled
to the full faith and credit of the United States, but are supported by the
right of the issuer to borrow from the treasury. FNMA is a government-sponsored
organization owned entirely by private stockholders. Fannie Maes are guaranteed
as to timely payment of the principal and interest by FNMA. Mortgage-related
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC")
include FHLMC mortgage participation certificates (also known as "FREDDIE MACS"
or "PCS"). FHLMC is a corporate instrumentality of the United States, created
pursuant to an act of congress, which is owned entirely by Federal Home Loan
Banks. Freddie Macs are not guaranteed by the United States or by any Federal
Home Loan Bank and do not constitute a debt or obligation of the United States
or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely
payment of interest, which is guaranteed by the FHLMC. FHLMC guarantees either
ultimate collection or timely payment of all principal payments on the
underlying mortgage loans. When FHLMC does not guarantee timely payment of
principal, FHLMC may remit the amount due on account of its guarantee of
ultimate payment of principal at any time after default on an underlying
mortgage but in no event later than one year after it becomes payable.

     FOREIGN SECURITIES (Equity Fund and Bond Fund). The Funds may invest
directly in both sponsored and unsponsored U.S. dollar or foreign
currency-denominated corporate securities (including preferred or preference
stock in the case of the Equity Fund), certificates of deposit and bankers'
acceptances issued by foreign banks, and obligations of foreign governments or
their subdivisions, agencies and instrumentalities, international agencies and
supranational entities. There may be less information available to the Funds
concerning unsponsored securities, for which the paying agent is located outside
the United States.


                                      -4-
<PAGE>

     The Equity Fund will ordinarily purchase foreign securities traded in the
United States. However, the Equity Fund and Bond Fund may purchase the
securities of foreign issuers directly in foreign markets, although the Equity
Fund does not intend to invest more than 5% of its net assets directly in
foreign markets, although it may invest up to 10% of its net assets in American
Depository Receipts ("ADRs"), discussed below. Securities of foreign issuers
that are not listed on a recognized domestic or foreign securities exchange are
deemed to be illiquid investments subject to a limitation of no more than 15% of
the Fund's net assets. See "Illiquid Investments" below.

     The Equity Fund may also invest directly in foreign equity securities and
in securities represented by European Depositary Receipts ("EDRs") or ADRs. ADRs
are dollar-denominated receipts generally issued by domestic banks which
represent the deposit with the bank of a security of a foreign issuer, and which
are publicly traded on exchanges or over-the-counter in the United States. EDRs
are receipts similar to unsponsored ADR programs. Because the non-U.S. company
does not actively participate in the creation of the ADR program, the underlying
agreement for service and payment will be between the depositary and the
shareholder. The company issuing the stock underlying the ADRs pays nothing to
establish the unsponsored facility, as fees for ADR issuance and cancellation
are paid by brokers. Investors directly bear the expenses associated with
certificate transfer, custody and dividend payment.

     In addition, in an unsponsored ADR program, there may be several
depositaries with no defined legal obligations to the non-U.S. company. The
duplicate depositaries may lead to marketplace confusion because there would be
no central source of information to buyers, sellers and intermediaries. The
efficiency of centralization gained in a sponsored program can greatly reduce
the delays in delivery of dividends and annual reports.

     Changes in foreign exchange rates will affect the value of securities
denominated or quoted in currencies other than the U.S. dollar. The Funds do not
intend to invest more than 5% net assets directly in foreign markets.

     FOREIGN CURRENCY TRANSACTIONS. The Equity Fund and Bond Fund may enter into
forward foreign currency exchange contracts for hedging purposes in anticipation
of or in order to attempt to minimize the effect of fluctuations in the level of
future foreign exchange rates. The Funds will set aside cash or other liquid
assets in an amount at least equal to the market value to the instruments
underlying the contract, less the amount of initial margin.

     Since the Funds may invest in securities denominated in currencies other
than the U.S. dollar, and since those funds may temporarily hold funds in bank
deposits or other money market investments denominated in foreign currencies, a
Fund may be affected favorably or unfavorably by exchange control regulations or
changes in the exchange rate between such currencies and the dollar. Changes in
foreign currency exchange rates will influence values within the Fund from the
perspective of U.S. investors. Changes in foreign currency exchange rates may
also affect the value of dividends and interest earned, gains and losses
realized on the sale of securities, and net investment income and gains, if any,
to be distributed to shareholders by the Fund. The rate of exchange between the
U.S. dollar and other currencies is determined by the forces of supply and
demand in the foreign exchange markets. These forces are affected


                                      -5-
<PAGE>

by the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors.

     Those Funds that purchase foreign currency-denominated securities may enter
into foreign currency exchange contracts in order to protect against uncertainty
in the level of future foreign exchange rates. A forward foreign currency
exchange contract involves an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
these contracts are entered into in the interbank market conducted between
currency traders (usually large commercial banks) and their customers. Forward
foreign currency exchange contracts may be bought or sold to protect a Fund
against a possible loss resulting from an adverse change in the relationship
between foreign currencies and the U.S. dollar, or between foreign currencies.
Although such contracts are intended to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time, they tend to
limit any potential gain which might result should the value of such currency
increase.

     DEPOSITARY RECEIPTS (Equity Fund) - the Fund may invest up to 10% of its
net assets in the securities of foreign issuers in the form of American
Depositary Receipts ("ADRs"), European Depository Receipts ("EDRs") and other
depositary receipts. These securities may not necessarily be denominated in the
same currency as the securities into which they may be converted. ADRs are
receipts typically issued by a United States bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
EDRs, which are sometimes referred to as Continental Depositary Receipts
("CDRs"), are receipts issued in Europe typically by non-United States banks and
trust companies that evidence ownership of either foreign or domestic
securities. Generally, ADRs in registered form are designed for use in the
United States securities markets and EDRs and CDRs in bearer form are designed
for use in Europe. The Fund may invest in ADRs, EDRs and CDRs through
"sponsored" or "unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a depositary, whereas a
depositary may establish an unsponsored facility without participation by the
issuer of the deposited security. Holders of unsponsored depositary receipts
generally bear all the costs of such communications received from the issuer of
the deposited security or to pass through voting rights to the holders of such
receipts in respect of the deposited securities.

     There are certain risks associated with investments in unsponsored ADR and
EDR programs. Because the non-U.S. company does not actively participate in the
creation of the ADR or EDR program, the underlying agreement for service and
payment will be between the depositary and the shareholder. The company issuing
the stock underlying the ADRs or EDRs pays nothing to establish the unsponsored
facility, as fees for ADR or EDR issuance and cancellation are paid by brokers.
Investors directly bear the expenses associated with certificate transfer,
custody and dividend payment.

     In an unsponsored ADR or EDR program, there also may be several
depositaries with no defined legal obligations to the non-U.S. company. The
duplicate depositaries may lead to marketplace confusion because there would be
no central source of information to buyers, sellers and intermediaries. The
efficiency of centralization gained in a sponsored program can greatly reduce
the delays in delivery of dividends and annual resorts.


                                      -6-
<PAGE>

     In addition, with respect to all ADRs and EDRs, there is always the risk of
loss due to currency fluctuations.

     REAL ESTATE SECURITIES (Equity Fund). The Fund may invest in Real Estate
Investment Trusts ("REITS"). Investing in REITS involves certain unique risks in
addition to those risks associated with investing in the real estate industry in
general. Although the Fund will not invest directly in real estate, the Fund may
invest in equity securities of issuers primarily engaged in or related to the
real estate industry. Therefore, an investment in REITS is subject to certain
risks associated with the direct ownership of real estate and with the real
estate industry in general. These risks include, among others: possible declines
in the value of real estate; risks related to general and local economic
conditions; possible lack of availability of mortgage funds; overbuilding;
extended vacancies of properties; increases in competition, property taxes and
operating expenses; changes in zoning laws; costs resulting from the clean-up
of, and liability to third parties for damages resulting from, environmental
problems; casualty or condemnation losses; uninsured damages from floods,
earthquakes or other natural disasters; limitations on and variations in rents;
and changes in interest rates. To the extent that assets underlying the REITS'
investments are concentrated geographically, by property type or in certain
other respects, the REITS may be subject to certain of the foregoing risks to a
greater extent. Equity REITS may be affected by changes in the value of the
underlying property owned by the REITS, while mortgage REITS may be affected by
the quality of any credit extended. REITS are dependent upon management skills,
are not diversified, are subject to heavy cash flow dependency, default by
borrowers and self-liquidation. REITS are also subject to the possibilities of
failing to qualify for tax free pass-through of income under the U.S. internal
revenue code and failing to maintain their exemptions from registration under
the 1940 act.

     REITS (especially mortgage REITS) are also subject to interest rate risks.
When interest rates decline, the value of a REIT'S investment in fixed rate
obligations can be expected to rise. Conversely, when interest rates rise, the
value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investment in such loans will gradually
align themselves to reflect changes in market interest rates, causing the value
of such investments to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

     Investing in REITS involves risks similar to those associated with
investing in small capitalization companies. REITS may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.

     INVESTMENT COMPANY SECURITIES (All Funds). The Funds may invest in
securities issued by other investment companies. Each Fund currently intends to
limit its investments in securities issued by other investment companies so
that, as determined immediately after a purchase of such securities is made: (i)
not more than 5% of the value of the fund's total assets will be invested in the
securities of any one investment company; (ii) not more than 10% of the value of
its total assets will be invested in the aggregate in securities of investment
companies as a group; and (iii) not more than 3% of the outstanding voting stock
of any one investment company will be owned by the Fund or by the Funds as a
whole.


                                      -7-
<PAGE>

     U.S. GOVERNMENT SECURITIES (Quality Bond Fund and Colorado Quality
Tax-Exempt Fund). U.S. Government securities are obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities. U.S.
Treasury bills, which have a maturity of up to one year, are direct obligations
of the United States and are the most frequently issued marketable U.S.
Government security. The U.S. Treasury also issues securities with longer
maturities in the form of notes and bonds.

     U.S. Government agency and instrumentality obligations are debt securities
issued by U.S. Government-sponsored enterprises and Federal agencies. Some
obligations of agencies are supported by the full faith and credit of the United
States or by U.S. Treasury guarantees, such as mortgage-backed certificates,
which may be guaranteed by the Government National Mortgage Association; others,
such as obligations of the Federal Home Loan Banks, Federal Farm Credit Bank,
Bank for Cooperatives, Federal Intermediate Credit Banks and the Federal Land
Bank, are guaranteed by the right of the issuer to borrow from the U.S.
Treasury; others, such as obligations of the Federal National Mortgage
Association, are supported by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others, such
as obligations of the Student Loan Marketing Association and the Tennessee
Valley Authority, are backed only by the credit of the agency or instrumentality
issuing the obligation. In the case of obligations not backed by the full faith
and credit of the United States, the investor must look principally to the
agency issuing or guaranteeing the obligation for ultimate repayment.

     Although U.S. Government securities generally do not involve the credit
risks associated with other types of fixed income securities, the market values
of U.S. Government Securities do go up and down as interest rates change. Thus,
for example, the value of an investment in a Fund that holds U.S. Government
securities may fall during times of rising interest rates. Yields on U.S.
Government Securities tend to be lower than those on corporate securities of
comparable maturities.

     INTEREST RATE FUTURES CONTRACTS (Bond Fund Only). The Fund may purchase and
sell interest rate futures contracts ("futures contracts") as a hedge against
changes in interest rates. A futures contract is an agreement between two
parties to buy and sell a security for a set price on a future date. Future
contracts are traded on designated "contracts markets" which, through their
clearing corporations, guarantee performance of the contracts. Currently, there
are futures contracts based on securities such as long-term U.S. Treasury bonds,
U.S. Treasury notes, GNMA certificates and three month U.S. Treasury bills.

     Generally, if market interest rates increase, the value of outstanding debt
securities declines (and vice versa). Entering into a futures contract for the
sale of securities has an effect similar to the actual sale of securities,
although sale of the futures contract might be accomplished more easily and
quickly. For example, if a Fund holds long-term U.S. government securities and
the adviser anticipates a rise in long-term interest rates, it could, in lieu of
disposing of its portfolio securities, enter into futures contracts for the sale
of similar long-term securities. If rates increased and the value of the Fund's
portfolio securities declined, the value of the Fund's futures contracts would
increase, thereby protecting the Fund by preventing its net asset value from
declining as much as it otherwise would have. Similarly, entering into futures
contracts for the purchase of securities has an effect similar to actual
purchase of the underlying securities, but permits the continued holding of
securities other than the underlying securities. For


                                      -8-
<PAGE>

example, if the adviser expects long-term interest rates to decline, the Fund
might enter into futures contracts for the purchase of long-term securities, so
that it could gain rapid market exposure that may offset anticipated increases
in the cost of securities it intends to purchase, while continuing to hold
higher-yielding short-term securities or waiting for the long-term market to
stabilize. Futures transactions may fail as hedging techniques where price
movements of the underlying securities do not follow price movements of the
portfolio securities subject to the hedge. The loss with respect to futures
transactions is potentially unlimited. Also, the Fund may be unable to control
losses by closing its position if a liquid secondary market does not exist.

     STOCK INDEX FUTURES CONTRACTS (Equity Fund). A stock index futures contract
is an agreement in which one party agrees to deliver to the other an amount of
cash equal to a specific dollar amount times the difference between the value of
a specific stock index at the close of the last trading day of the contract and
the price at which the agreement is made. As the aggregate market value of the
stocks in the index changes, the value of the index also will change. In the
event that the index level rises above the level at which the stock index
futures contract was sold, the seller of the stock index futures contract will
realize a loss determined by the difference between the two index levels at the
time of expiration of the stock index futures contract, and the purchaser will
realize a gain in that amount. In the event the index level falls below the
level at which the stock index futures contract was sold, the seller will
recognize a gain determined by the difference between the two index levels at
the expiration of the stock index futures contract, and the purchaser will
realize a loss. Stock index futures contracts expire on a fixed date, currently
one to seven months from the date of the contract, and are settled upon
expiration of the contract.

     The Fund intends to utilize stock index futures contracts primarily for the
purpose of attempting to protect the value of its common stock portfolio in the
event of a decline in stock prices. The Fund, therefore, usually will be the
seller of stock index futures contracts. This risk management strategy is an
alternative to selling securities in the portfolio and investing in money market
instruments. Also, stock index futures contracts may be purchased to protect a
Fund against an increase in prices of stocks which the Fund intends to purchase.
If the Fund is unable to invest its cash (or cash equivalents) in stock in an
orderly fashion, the Fund could purchase a stock index futures contract which
may be used to offset any increase in the price of the stock. However, it is
possible that the market may decline instead, resulting in a loss on the stock
index futures contract. If the Fund then concludes not to invest in stock at
that time, or if the price of the securities to be purchased remains constant or
increases, the Fund will realize a loss on the stock index futures contract that
is not offset by a reduction in the price of securities purchased. The Fund also
may buy or sell stock index futures contracts to close out existing futures
positions. See "interest rate futures contracts" above for more information on
the risks of stock index futures contracts.

     PUT OPTIONS ON STOCK INDEX FUTURES CONTRACTS (Equity Fund). The Fund may
also purchase put options on stock index futures contracts. Sales of such
options may also be made to close out an open option position. The Fund may, for
example, purchase a put option on a particular stock index futures contract or
stock index to protect against a decline in the value of the common stocks it
holds. If the stocks in the index decline in value, the put should become more
valuable and the Fund could sell it to offset losses in the value of the common
stocks. In this way, put options may be used to achieve the same


                                      -9-
<PAGE>

goals the Funds seek in selling futures contracts. A put option on a stock index
future gives the purchaser the right, in return for a premium paid, to assume a
short (i.e., the right to sell stock index futures) position in a stock index
futures contract at a specified exercise price ("strike price") at any time
during the period of the option. If the option is exercised by the holder before
the last trading date during the option period, the holder receives the futures
position, as well as any balance in the futures margin account. If an option is
exercised on the last trading day prior to the expiration date of the option,
the settlement will be made entirely in cash in an amount equal to the
difference between the strike price and the closing level of the relevant index
on the expiration date.

     The adviser expects that an increase or decrease in the index in relation
to the strike price level would normally correlate to an increase or decrease
(but not necessarily to the same extent) in the value of the Fund's common stock
portfolio against which the option was written. Thus, any loss in the option
transaction may be offset by an increase in the value of the common stock
portfolio to the extent changes in the index correlate to changes in the value
of that portfolio. The Fund may liquidate the put options it has purchased by
effecting a "closing sale transaction," rather than exercising the option. This
is accomplished by selling an option of the same series as the option previously
purchased. There is no guarantee that the Fund will be able to effect the
closing sale transaction. The Fund will realize a gain from a closing sale
transaction if the price at which the transaction is effected exceeds the
premium paid to purchase the option and, if less, the Fund will realize a loss.

     FORWARD COMMITMENTS AND WHEN-ISSUED SECURITIES (All Funds). The Funds may
purchase when-issued securities and make contracts to purchase securities for a
fixed price at a future date beyond customary settlement time if a 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
Funds 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 and
prior to the settlement date, which risk is in addition to their 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.

     COLORADO MUNICIPAL OBLIGATIONS AND SPECIAL RISK CONSIDERATIONS (Colorado
Quality Tax-Exempt Fund). The ability of this Fund to achieve its investment
objective depends on the ability of issuers of Colorado municipal obligations to
meet their continuing obligations for the payment of principa1 and interest.


                                      -10-
<PAGE>

     The concentration of the Colorado Quality Tax-Exempt Fund in securities
issued by governmental units of only one state exposes the Fund to risks greater
than those of a more diversified portfolio holding securities issued by
governmental units of different states and different regions of the country.

     Many municipal debt obligations, including many lower-rated tax-exempt
obligations, permit the issuers to call the security and thereby redeem their
obligations earlier than the stated maturity dates. Issuers are more likely to
call tax-exempt obligations during periods of declining interest rates. In these
cases, if the Fund owns a tax-exempt obligation which is called, the Fund will
receives its return of principal earlier than expected and would likely be
required to reinvest the proceeds at lower interest rates, thus reducing income
to the Fund.

     The Fund believes the information summarized below describes some of the
more significant developments relating to securities of (i) municipalities or
other political subdivisions or instrumentalities of the state of Colorado (the
"state") which rely, in whole or in part, on ad valorem real property taxes and
subdivisions or (ii) the state. The sources of such information include the
official publications of the state, as well as other publicly available
documents. The Fund has not independently verified any of the information
contained in such official publications and other publicly available documents,
but is not aware of any facts which would render such information inaccurate.

     During the 1980's, Colorado's economy was dependent on its energy sector.
As a result, the state suffered a sharp economic downturn when the energy sector
declined in the mid-to-late 1980's. Since 1991, growth in the services, trade
and government sectors has improved Colorado's economic diversification. Growth
in these areas, as well as in construction and high technology sectors, has also
helped to offset job losses caused by military base closings and the decline of
the state's mining industry. Population and income levels have also grown since
1991, often exceeding national trends, and unemployment levels have been below
the national average. As of June 1997, S&P expected this growth to continue,
although at a slower rate.

     The recent strength of Colorado's economy has helped to improve the state's
financial position. Revenue growth has continued to exceed projections,
primarily in the area of income tax collections. Since Colorado's constitution
prohibits the issuance of general obligation debt, the state's debt burden has
been low. The state has relied primarily on pay-as-you-go and lease financing to
meet its capital improvement needs.

     Colorado's relatively strong economy and improved financial position,
together with its relatively low debt ratios, should help its credit quality.

     RESTRICTIONS OF APPROPRIATIONS AND REVENUES. The state constitution
requires that expenditures for any fiscal year not exceed revenues for such
fiscal year. By statute, the amount of state General Fund revenues available for
appropriation is based upon revenue estimates which, together with other
available resources, must exceed annual appropriations by the amount of the
unappropriated reserve (the "unappropriated reserve"). The unappropriated
reserve requirement for fiscal years 1991, 1992 and 1993 was set at 3% of total
appropriations from the General Fund. For fiscal years 1994 and thereafter, the


                                      -11-
<PAGE>

unappropriated reserve requirement has been set at 4%. In addition to the
unappropriated reserve, a constitutional Amendment approved by Colorado voters
in 1992 requires the state and each local government to reserve a certain
percentage of its fiscal year spending (excluding bonded debt service) for
emergency use (the "emergency reserve"). The minimum emergency reserve was set
at 1% for 1993 and 2% for 1994 and has been set at 3% for 1995 and later years.
For fiscal year 1992 and thereafter, General Fund appropriations are also
limited by statute to an amount equal to the cost of performing certain required
reappraisals of taxable property plus an amount equal to the lesser of (i) 5% of
Colorado personal income or (ii) 106% of the total General Fund appropriations
for the previous fiscal year. This restriction does not apply to any General
Fund appropriations which are required as a result of a new federal law, a final
state or federal court order or moneys derived from the increase in the
registered electors of the state voting at any general election. In addition,
the statutory limit on the level of General Fund appropriations may be exceeded
for a given fiscal year upon the declaration of a state fiscal emergency by the
State General Assembly.

     According to the economic report, the fiscal year 1996 ending General Fund
balance was $368.5 million, which was $211.8 million over the combined
unappropriated reserve and emergency reserve requirements. The 1995 fiscal year
ending General Fund balance was $488.5 million, or $262.4 million over the
required unappropriated reserve and emergency reserve. Based on economic report
estimates, the fiscal year 1997 ending General Fund balance is expected to be
approximately $386.3 million, or $220.3 million over the required unappropriated
reserve and emergency reserve.

     On November 3, 1992, voters in Colorado approved a constitutional amendment
(the "Amendment") which, in general, became effective December 31, 1992, and
restricts the ability of the state and local governments to increase revenues
and impose taxes. The Amendment applies to the state and all local governments,
including home rule entities ("districts"). Enterprises, defined as government
owned businesses authorized to issue revenue bonds and receiving under 10% of
annual revenue in grants from all Colorado state and local governments combined,
are excluded from the provisions of the Amendment.

     The provisions of the Amendment are unclear and have required judicial
interpretation. Among other provisions, the Amendment requires voter approval
prior to tax increases, the imposition of a new tax, creation of debt, or mill
levy or valuation for assessment ratio increases or a change of tax policy
resulting in a net revenue gain. The Amendment also limits increases in
government spending and property tax revenues to specified percentages. The
Amendment requires that district property tax revenues yield no more than the
prior year's revenues adjusted for inflation, voter approved changes, and
(except with regard to school districts) local growth in property values
according to a formula set forth in the Amendment. School districts are allowed
to adjust property tax revenue levies for changes in student enrollment.
Pursuant to the Amendment, local government spending is to be limited by the
same formula as the limitation for property tax revenues. The Amendment limits
increases in expenditures from the state general Fund and program revenues (cash
Funds) to the growth in inflation plus the percentage change in state population
in the prior calendar year. The bases for initial spending and revenue limits
were fiscal year 1992 spending and 1991 property taxes collected in 1992. The
bases for spending and revenue limits for all subsequent fiscal years is the
prior fiscal year's spending and property taxes collected in the prior calendar
year. Debt service changes, reductions and voter-approved revenue changes


                                      -12-
<PAGE>

are excluded from the calculation bases. The Amendment also prohibits new or
increased real property transfer tax rates, new state real property taxes and
local district income taxes.

     Litigation concerning several issues relating to the Amendment has been
brought in the Colorado courts. The litigation has dealt with three principal
issues: (i) whether districts can increase mill levies to pay debt service on
general obligation bonds without obtaining voter approval; (ii) whether a
multi-year lease-purchase agreement subject to annual appropriation is an
obligation which requires voter approval prior to execution of the agreement;
and (iii) what constitutes an "enterprise" which is excluded from the provisions
of the Amendment. In September 1994, the Colorado Supreme Court held that
districts can increase mill levies to pay debt service on voter approved general
obligation bonds issued after the effective date of the Amendment; in June 1995,
the Colorado Supreme Court validated mill levy increases to pay general
obligation bonds issued prior to the Amendment provided that such bonds or bonds
issued to refund such bonds were voter approved. In later 1994, the Colorado
Court of Appeals held that multiyear lease-purchase agreements subject to annual
appropriation do not require voter approval. The time to file an appeal in that
case has expired. Finally, in May 1995, the Colorado Supreme Court ruled that
entities with the power to levy taxes may not themselves be "enterprises" for
purposes of the Amendment; however, the court did not address the issue of how
valid enterprises may be created. Many Colorado local governments interpret this
decision to mean that a government with taxing power cannot be an enterprise but
that a business activity (such as a utility) owned by such a government can be.
Additional litigation in the "enterprise" arena may be filed in the future to
clarify these issues. The Colorado Supreme Court has also decided that voters
can authorize a government to keep and spend all revenues received in excess of
the spending limits. Other aspects of the spending limit are being litigated in
district court actions.

     In 1985, the Colorado General Assembly passed legislation creating a
self-insurance fund and established a mechanism for claims adjustment,
investigation and defense, as well as authorizing the settlement and payment of
claims and judgements against the state. The General Assembly also utilizes the
self-insurance fund for payment of the state's workers' compensation
liabilities. The state currently maintains self-insurance for claims arising on
or after September 15, 1985 under the Colorado Governmental Immunity Act and
claims against the state, its officials, or its employees arising under federal
law. Valid claims are paid from the Risk Management Fund created for this
purpose by the General assembly. Since its inception through June 30, 1997
approximately $49.3 million has been appropriated to the Risk Management Fund
for liability claims, other than workers' compensation, substantially all of
which amount has been expended or is encumbered for claims and expenses. The
state's actuarial estimate of unfunded liability as of June 30, 1996 was
approximately $103.9 million, approximately 80% of which is related to workers'
compensation liability. The state's Risk Management Fund appropriation for
fiscal year 1997-98 is approximately $42.7 million, of which approximately 72.7%
is related to workers' compensation liability. Costs of administration of the
Risk Management Fund, legal fees and claims are payable from the Risk Management
Fund.

     Judgments awarded against the state for which there is no insurance
coverage or which are not payable from the state's Risk Management Fund
ordinarily require a legislative appropriation before they may be paid.
Sovereign immunity is not a defense available to the state in an action based
upon a contract.


                                      -13-
<PAGE>

Even so, as a general matter, the state takes the position that judgements
entered into against the state, except for certain federal civil rights
judgements, are payable only to the extent of appropriations therefor.

     The state is a defendant in numerous lawsuits in which the plaintiffs
allege that the state has acted negligently or wrongfully. It is the state's
position that recoveries in such lawsuits would be limited by the Colorado
Governmental Immunity Act. Payment of such judgements, if any, would be payable
from insurance, the Risk Management Fund or would require separate
appropriations.

The state is a defendant in the following material litigation:

     -    a suit filed by the state of Kansas alleging wrongful conduct in
          connection with the state's use of interstate water;

     -    suits filed by numerous employees of the state seeking compensation
          for overtime under the Federal Labor Standards Act:

     -    a suit filed by a group of property owners for alleged actions and
          inactions of the state with respect to the Summitville mining site;

     -    a suit filed by the U.S. alleging the filing of false reports
          regarding allegedly unauthorized flights by the Colorado National
          Guard;

     -    a suit filed by certain professors at Metropolitan State College
          alleging that their salaries have been improperly computed;

     -    a suit filed by a certified class of inmates seeking injunctive relief
          against the state for alleged non-compliance under the Americans with
          Disabilities Act, an adverse result in which would require the state
          to implement significant capital improvements or alterations to some
          or all of 22 state prison facilities; and

     -    numerous suits filed or threatened demanding that the state pay for
          all or a portion of the clean-up of several areas which are alleged to
          be environmentally unsafe.

     In addition, the state has been threatened with litigation by certain
lessees of water located beneath lands owned by the state and by certain
property owners alleging misuse of certain environmental clean-up moneys. The
monetary damages claimed or expected to be claimed in these pending and
threatened suits would exceed the insurance coverage available by a material
amount. The state is vigorously defending these suits.

     The state is a defendant in numerous suits involving claims of inadequate,
negligent or unconstitutional treatment of prisoners and mental patients. In
some of these suits, plaintiffs are seeking or have obtained certification of a
class for a class action. Most of these cases involved allegations of actual or
punitive damages which may be material. In addition, numerous other cases are
pending in which


                                      -14-
<PAGE>

plaintiffs allege that the state has deprived persons of their civil rights. In
the aggregate, the monetary damages claimed (actual, punitive and attorney's
fees) in these cases would exceed the insurance coverage available by a material
amount. However, the state believes it is highly unlikely that there will be
actual awards of judgements in material amounts.

     The state is currently a defendant in numerous federal civil rights actions
which individually, except as disclosed in the previous paragraph, do not
involve material damage claims; however, in the aggregate, such actions could
have a material effect on the state.

     Revenues received by the state may be affected by tax appeals brought by
taxpayers from various tax assessments. In most instances, the amount of any
refunds resulting from such appeals would not be material. The state's revenues
may also be affected by claims made by taxpayers for refunds of income taxes
previously paid to the state. The amounts of such refund claims, in some
instance, may be material.

     According to the economic report, for fiscal year 1996, General Fund
revenues (adjusted for cash funds that are exempt from the Amendment) were
$3,941.9 million and program revenues (cash funds) were $1,815.5 million, for
revenues totaling $5,757.3 million. During calendar year 1995, population and
inflation grew at rates of 4.4% and 2.7%, respectively, for a combined total
limit of 7.1 %. Accordingly, under the Amendment, increases in state
expenditures during the 1996 fiscal year could not exceed $6,166.1 million and
the actual 1996 General Fund and program revenues of $6,124.3 million were under
the limit. The limitation for fiscal year 1997 is 5.5% over revenues during the
1996 fiscal year; accordingly, 1997 fiscal year revenues cannot exceed $6,528.5
million. Fiscal year 1997 revenues are estimated to be approximately $ 140
million over the limitation. The limitation for the 1998 fiscal year is
currently projected to be 5.2% which translates to a revenue limit of
approximately $6,946.5 million for fiscal year 1998. The state currently
projects that revenues will exceed the Amendment limitation for the foreseeable
future. There will be a special session of the legislature in October to
determine how to refund the surplus for fiscal year 1997. It is possible that in
future legislative sessions proposals to reform the state tax structure to
minimize such surpluses may be considered. The state will have to refund, or
obtain voter approval to retain, the excess over the limitation in 1998.

     There is also a statutory restriction on the amount of annual increases in
taxes that the various taxing jurisdictions in Colorado can levy without
electoral approval. This restriction does not apply to taxes levied to pay
general obligation debt.

     COLORADO STATE FINANCES. As the state experienced revenue shortfalls in the
mid1980s, it adopted various measures, including impoundment of funds by the
governor, reduction of appropriations by the General Assembly, a temporary
increase in the sales tax, deferral of certain tax reductions and inter-fund
borrowings. According to state of Colorado audited finance reports, under
generally accepted accounting principles, the state had unrestricted General
Fund ending balances at June 30 of approximately $133.3 million in fiscal year
1992, $326.8 million in fiscal year 1993, $320.4 million in fiscal year 1994,
$408.0 million in fiscal year 1995, and $368.5 million for fiscal year 1996.


                                      -15-
<PAGE>

     For fiscal year 1996, the following tax categories generated the following
percentages of the state's $4,268.7 million total revenues (accrual basis):
individual income taxes represented 54.3% of gross fiscal year 1996 receipts;
sales, use, and other excise taxes represented 33.2% of gross fiscal year 1996
receipt; and corporate income taxes represented 4.8% of gross fiscal year 1996
receipts. For fiscal year 1997, General Fund revenues of approximately $4,645.8
million and appropriations of approximately $4,553.2 million are projected. The
percentages of General Fund revenue generated by type of tax for fiscal year
1997 are not expected to be significantly different from fiscal year 1996
percentages.

     DEBT. Under its constitution, the state of Colorado is not permitted to
issue general obligation bonds secured by the full faith and credit of the
state. However, certain agencies and instrumentalities of the state are
authorized to issue bonds secured by revenues from specific projects and
activities. The state enters into certain lease transactions which are subject
to annual renewal at the option of the state. In addition. the state is
authorized to issue short-term revenue.

     ANTICIPATION NOTES. Local government units in the state are also authorized
to incur indebtedness. The major source of financing for such local government
indebtedness is an ad valorem property tax. In addition, in order to finance
public projects, local governments in the state can issue revenue bonds payable
from the revenues of a utility or enterprise or from the proceeds of an excise
tax, or assessment bonds payable from special assessments. Colorado local
governments can also finance public projects through leases which are subject to
annual appropriation at the option of the local government. Local governments in
Colorado also issue tax anticipation notes. The Amendment requires prior voter
approval for the creation of any multiple fiscal year debt or other financial
obligation whatsoever, except for refundings at a lower rate or obligations of
an enterprise.

     The major risks to a continued economic recovery in Colorado are reduced
federal expenditures, particularly in the area of defense, cessation of large
public works projects in the state, a drop in tourism caused by the lack of any
state-sponsored advertising, and reduced commercial real estate values. Any of
these potential events could adversely affect the Colorado economy and local
governmental revenues. Additionally, on November 3, 1992, Colorado voters
approved an Amendment to the Colorado constitution which is commonly referred to
as the taxpayer's bill of rights ("Tabor"). Tabor imposes various limits and new
requirements on spending by the state of Colorado and all Colorado local
governments (each of which is referred to in this section as a "governmental
unit"). Any of the following, for example, now requires prior voter approval:
(i) any increase in a governmental unit's spending from one year to the next in
excess of the rate of inflation plus a "growth factor," as defined in Tabor;
(ii) any increase in the real property tax revenues of a local governmental unit
(not including the state) from one year to the next in excess of inflation plus
the appropriate "growth factor"; (iii) any new tax, tax rate increase, mill levy
increase, valuation for assessment ratio increase for a property class,
extension of an expiring tax or tax policy change directly causing a net tax
revenue gain; and (iv) except for refinancing bonded indebtedness at a lower
interest rate or adding new employees to existing pension plans, creation of any
multiple-fiscal year direct or indirect debt or other financial obligation
whatsoever without adequate present cash reserves pledged irrevocably and held
for payments in all future fiscal years. Tabor has already reduced the financial
flexibility of all levels of Colorado government. In particular, governmental
units dependent on taxes on residential property are being squeezed between
Tabor requirements of voter


                                      -16-
<PAGE>

approval for increased mill levies and an earlier state constitutional Amendment
which has had the effect of lowering the assessment rate on residential property
from 21.0% to 10.36% over the past eight years.

     There can be no assurance that these, or other events, will not negatively
affect the market value of the securities in the Fund or the ability of
municipal entities to pay their debt obligations in a timely manner.

     Economic conditions in the state may have continuing effects on other
governmental units within the state (including issuers or the Colorado
obligations in the Fund), which, to varying degrees, have also experienced
reduced revenues as a result of recessionary conditions and other factors.

     ILLIQUID SECURITIES. It is the policy of the Funds 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 by that have a readily available market are not deemed
illiquid for purposes of this limitation.

     The Funds have adopted a policy with respect to investments in illiquid
securities. Historically, illiquid securities have included securities subject
to contractual or legal restrictions on resale because they have not been
registered under the Securities Act of 1933, as amended ("Securities Act"),
securities that are otherwise not readily marketable and repurchase agreements
having a maturity of longer than seven days. Securities that have not been
registered under the Securities Act are referred to as private placements or
restricted securities and are purchased directly from the issuer or in the
secondary market. Mutual funds do not typically hold a significant amount of
these restricted or other illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund
might be unable to dispose of restricted or other illiquid securities promptly
or at reasonable prices and might thereby experience difficulty satisfying
redemptions within seven days. A mutual fund might also have to register such
restricted securities in order to dispose of them resulting in additional
expense and delay. Adverse market conditions could impede such a public offering
of securities.

     In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

     The Funds may also invest in restricted securities issued under Section
4(2) of the Securities Act, which exempts from registration "transactions by an
issuer not involving any public offering." Section 4(2)


                                      -17-
<PAGE>

instruments are restricted in the sense that they can only be resold through the
issuing dealer and only to institutional investors; they cannot be resold to the
general public without registration. Restricted securities issued under Section
4(2) of the Securities Act will be treated as liquid if determined to be liquid
by the adviser pursuant to the procedures adopted by the board.

     The commission has adopted Rule 144a, which allows a broader institutional
trading market for securities otherwise subject to restrictions on resale to the
general public. Rule 144a establishes a "safe harbor" from the registration
requirements of the Securities Act applicable to resales of certain securities
to qualified institutional buyers. The adviser anticipates that the market for
certain restricted securities such as institutional commercial paper will expand
further as a result of this new regulation and the development of automated
systems for the trading clearance and settlement of unregistered securities of
domestic and foreign issuers, such as the portal system sponsored by the
National Association of Securities Dealers, Inc. (the "NASD"). Consequently, it
is the intent of the Fund to invest, pursuant to procedures established by the
board of trustees and subject to applicable investment restrictions, in
securities eligible for resale under Rule 144a which are determined to be liquid
based upon the trading markets for the securities.

     The adviser will monitor the liquidity of restricted securities in the
Funds' portfolio under the supervision of the trustees. In reaching liquidity
decisions, the adviser will consider, inter alia, the following factors: (1) the
frequency of trades and quotes for the security over the course of six months or
as determined in the discretion of the adviser; (2) the number of dealers
wishing to purchase or sell the security and the number of other potential
purchasers over the course of six months or as determined in the discretion of
the adviser, (3) dealer undertakings to make a market in the security; (4) the
nature of the security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfer), and (5) other factors, if any, which the adviser
deems relevant. The adviser will also monitor the purchase of Rule 144a
securities to assure that the total of all Rule 144a securities held by a fund
do not exceed 15% of the fund's average daily net assets. Rule 144a securities
which are determined to be liquid based upon their trading markets will not,
however, be required to be included among the securities considered to be
illiquid for purposes of Investment Restriction No. 3.

     ZERO COUPON SECURITIES (Bond Fund). The Fund may invest in "zero coupon"
fixed income securities. These securities accrue interest at a specified rate,
but do not pay interest in cash on a current basis. The Fund is required to
distribute the income on these securities to Fund shareholders as the income
accrues, even though the Fund is not receiving the income in cash on a current
basis. Thus the Fund may have to sell other investments to obtain cash to make
income distributions at times when the Adviser would not otherwise deem it
advisable to do so. The market value of zero coupon securities is often more
volatile than that of non-zero coupon fixed income securities of comparable
quality and maturity.


                                      -18-
<PAGE>

                             INVESTMENT RESTRICTIONS

     The following restrictions restate or are in addition to those described
under "Principal Investments" in the prospectus.

     Each fund, except as indicated, may not:

     (1) Invest more than 15% of the value of its net assets in investments
which are illiquid (including repurchase agreements having maturities of more
than seven calendar days, variable and floating rate demand and master demand
notes not requiring receipt of principal note amount within seven days notice
and securities of foreign issuers which are not listed on a recognized domestic
or foreign securities exchange);

     (2) Borrow money or pledge, mortgage or hypothecate its assets, except that
a fund may enter into reverse repurchase agreements or borrow from banks up to
30% of the current value of its net assets for temporary or emergency purposes
and those borrowings may be secured by the pledge of not more than 15% of the
current value of such fund's total net assets (but investments may not be
purchased by a fund while borrowings from banks exceed 5% of such Fund's net
assets);

     (3) Issue senior securities, except insofar as a fund may be deemed to have
issued a senior security in connection with any repurchase agreement or any
permitted borrowing;

     (4) Lend more than 30% in value of the fund's securities, including
investments in repurchase agreements, to broker-dealers or other financial
organizations. All such loans will be collateralized by cash, U.S. Government
obligations or other high-grade debt obligations that are maintained at all
times in an amount equal to at least 102% of the current value of loaned
securities;

     (5) Invest in companies for the purpose of exercising control or
management;

     (6) Invest more than 10% of its net assets in shares of other investment
companies;

     (7) Invest in real property or mortgage loans (including limited
partnership interest but excluding real estate investment trusts and master
limited partnerships), commodities, commodity contracts, or oil, gas and other
mineral resource, exploration, development, lease or arbitrage transactions,
provided that the Fund may invest in collateralized mortgage obligations;

     (8) Engage in the business of underwriting securities of other issuers,
except to the extent that the disposal of an investment position may technically
cause it to be considered an underwriter as that term is defined under the
Securities Act of 1933:

     (9) Sell securities short, except to the extent that a fund
contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short;


                                      -19-
<PAGE>

     (10) Purchase securities on margin, except that a fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities;

     (11) Purchase or retain the securities of any issuer, if the individual
officers and Trustees of the Funds, the Adviser or the Distributor, each owning
beneficially more than 1/2 of 1% of the securities of such issuer, together own
more than 5% of the securities of such issuer;

     (12) (Equity Fund and Bond Fund only) Purchase a security if, as a result,
more than 25% of the value of its total assets would be invested in securities
of one or more issuers conducting their principal business activities in the
same industry, provided that (a) this limitation shall not apply to obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities; (b) wholly-owned finance companies will be considered to be
in the industries of their parents; and (c) utilities will be divided according
to their services. For example, gas, gas transmission, electric and gas,
electric, and telephone will each be considered a separate industry;

     (13) Invest more than 5% of its net assets in warrants which are unattached
to securities, included within that amount no more than 2% of the value of the
Fund's net asset, may be warrants which are not listed on the New York or
American Stock Exchanges;

     (14) Write, purchase or sell puts, calls or combinations thereof, except
that the equity and fixed income funds may purchase or sell puts and calls as
otherwise described in the prospectus or SAI; however, no fund will invest more
than 5% of its total assets in these classes of securities for purposes other
than bona fide hedging;

     (15) Invest more than 5% of the current value of its total assets in the
securities of companies which, including predecessors, have a record of less
than three years continuous operation.

     (16) 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; or

     (17) 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;

     The Colorado Quality Tax-Exempt Fund will not 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.

     With respect to 75% of its assets, no Fund (except the Colorado Quality
Tax-Exempt Fund), will invest more than 5% of its total assets in the securities
of any one issuer (except for U.S. Government securities). In addition, no Fund
will purchase more than 10% of the outstanding voting securities of any one
issuer.


                                      -20-
<PAGE>

     The Colorado Quality Tax-Exempt 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 Colorado Quality
Tax-Exempt 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 Colorado Quality Tax-Exempt Fund's assets, being primarily or
entirely Colorado issues, are accordingly subject to economic and other
conditions affecting Colorado.

     If a percentage limitation is satisfied at the time of investment, a later
increase or decrease in such percentage resulting from a change in the value of
a fund's investments will not constitute a violation of such limitation, except
that any borrowing by a fund that exceeds the fundamental investment limitations
stated above must be reduced to meet such limitations within the period required
by the 1940 Act (currently three days) and investments in illiquid securities
which exceed 15% of net assets will be reduced as promptly as possible to adhere
to such limitation. Otherwise, a fund may continue to hold a security even
though it causes the fund to exceed a percentage limitation because of
fluctuation in the value of the fund's assets.

     Those restrictions which are identified as fundamental may not be changed
except by a majority vote of shareholders. Other restrictions may be changed by
the Board of Trustees without shareholder vote.

     The funds may hold up to 100% of their assets in cash or short-term debt
securities for temporary defensive purposes. The funds will adopt a temporary
defensive position when, in the opinion of the Adviser, such as position is more
likely to provide protection against adverse market conditions than adherence to
the funds' other investment policies. The types of short-term instruments in
which the funds may invest for such purposes include short-term money market
securities such as repurchase agreements and securities issued or guaranteed by
the U.S. Government or its agencies or instrumentalities, certificates of
deposit, time deposits and bankers' acceptances of certain qualified financial
institutions and corporate paper rated at the time of purchase at least within
the "A" rating category by Standard & Poor's or within the "Prime" category by
Moody's (or, if not rated, issued by companies having an outstanding long-term
unsecured debt issue rated at least within the "A" rating category by S&P or
within the "Prime" category by Moody's).


                                      -21-
<PAGE>

                               PORTFOLIO TURNOVER

     Changes may be made in the portfolio consistent with the investment
objectives and policies of the Funds whenever such changes are believed to be in
the best interests of the Funds and their shareholders. Portfolio turnover rate
is, in general, the percentage computed by taking the lesser of purchases or
sales of portfolio securities (excluding securities with a maturity date of one
year or less at the time of acquisition) for the period and dividing it by the
monthly average of the market value of such securities during the period.

     The Adviser has employed and will continue to use a stock selection style
based on fundamental research analysis and techniques which focuses on the
long-term business, industry, and economic cycle. This long-term cyclical view
typically results in a low turnover strategy. Because of this long-term
investment perspective and the desire to minimize net short-term capital gains,
the Funds generally will not engage in the trading of securities for the
purposes of realizing short-term profits. Short-term realized capital gains
cannot be eliminated, however, as certain market conditions may, in the
Adviser's best judgment, warrant realizing such gains.

                                   MANAGEMENT

TRUSTEES AND OFFICERS

     The Trust's Board of Trustees oversees the overall management of the Fund
and elects the officers of the Trust. The principal occupations for the past
five years of the Trustees and executive officers of the Trust are listed below.
The address of each, unless otherwise indicated, is 370 Seventeenth Street,
Suite 3100, Denver, Colorado 80202. Trustees deemed to be "interested persons"
of the Trust for purposes of the Investment Company Act of 1940, as amended, are
indicated by an asterisk. All of the Trustees, with the exception of Mr. Lee,
were elected at a special meeting of shareholders held March 21, 1997.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
NAME                                POSITION(S) HELD WITH THE      PRINCIPAL OCCUPATION DURING THE PAST 5 YEARS**
                                    TRUST
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                            <C>
W. Robert Alexander* (72)           Trustee, Chairman and          Mr. Alexander, a member of the Board of Trustees since
                                    President                      December 1993, is the Chief Executive Officer of ALPS Mutual
                                                                   Funds Services, Inc. which provides administration and
                                                                   distribution services for proprietary mutual fund
                                                                   complexes.  Prior to co-founding ALPS, Mr. Alexander was
                                                                   Vice Chairman of First Interstate Bank of Denver,
                                                                   responsible for Trust, Private Banking, Retail Banking, Cash
                                                                   Management Services and Marketing.  Mr. Alexander is
                                                                   currently a member of the Board of Trustees of the Colorado
                                                                   Trust, Colorado's largest foundation as well as a Trustee
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -22-
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
NAME                                POSITION(S) HELD WITH THE      PRINCIPAL OCCUPATION DURING THE PAST 5 YEARS**
                                    TRUST
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                            <C>

                                                                   of the Hunter and Hughes Trusts.  Because of his affiliation
                                                                   with ALPS, Mr. Alexander is considered an "interested"
                                                                   Trustee of Financial Investors Trust.
- ---------------------------------------------------------------------------------------------------------------------------------
Mary K. Anstine (58)                Trustee                        President/Chief Executive Officer, HealthONE Alliance,
                                                                   Denver, CO; Former Executive Vice President, First
                                                                   Interstate Bank of Denver.  Ms. Anstine is currently a
                                                                   Director of the Trust of Colorado, Trustee of the Denver
                                                                   Area Council of the Boy Scouts of America, a Director of the
                                                                   Junior Achievement Board and the Colorado Uplift Board, and
                                                                   a member of the Advisory Boards for the Girl Scouts Mile Hi
                                                                   Council and the Hospice of Metro Denver.  Formerly, Ms.
                                                                   Anstine served as a Director of ALPS from October 1995 to
                                                                   December 1996; Director of HealthONE; a member of the
                                                                   American Bankers Association Trust Executive Committee; and
                                                                   Director of the Center for Dispute Resolution.
- ---------------------------------------------------------------------------------------------------------------------------------
Edwin B. Crowder (68)               Trustee                        Mr. Crowder currently operates a marketing concern with
                                                                   operations in the U. S. and Latin America.  He has
                                                                   previously engaged in  business pursuits in the restaurant,
                                                                   oil and gas drilling, and real estate development
                                                                   industries.  Mr. Crowder is a former Director of Athletics
                                                                   and Head Football Coach at the University of Colorado.
- ---------------------------------------------------------------------------------------------------------------------------------
John R. Moran, Jr. (69)             Trustee                        Mr. Moran is President of The Colorado Trust, a private
                                                                   foundation trust serving the health and hospital community
                                                                   in the State of Colorado.  An attorney, Mr. Moran was
                                                                   formerly a partner with the firm of Kutak Rock & Campbell in
                                                                   Denver, Colorado and a member of the Colorado House of
                                                                   Representatives .  He is also a member of the Conference of
                                                                   Southwest Foundations, a member of the Treasurer's Office
                                                                   Investment Advisory Committee for the University of
                                                                   Colorado; a Trustee of the Robert J. Kutak Foundation;
                                                                   Director of the Colorado Wildlife Heritage Foundation; and a
                                                                   member of the Alumni Council of the University of Denver
                                                                   College of Law.
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      -23-
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
NAME                                POSITION(S) HELD WITH THE      PRINCIPAL OCCUPATION DURING THE PAST 5 YEARS**
                                    TRUST
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                            <C>

Robert E. Lee (64)                  Trustee                        Mr. Lee has been a Director of Storage Technology
                                                                   Corporation since 1989 and of Equitable of Iowa since 1981.
                                                                   Mr. Lee was the Executive Director of The Denver Foundation
                                                                   from 1989 to 1996, and is currently the Executive Director
                                                                   of Emeritus.  Mr. Lee is also a Director of Meredith Capital
                                                                   Corporation and Source Capital Corporation.
- ---------------------------------------------------------------------------------------------------------------------------------
H. David Lansdowne (52)             Vice President                 President and CEO of Tempest, Isenhart, Chafee, Lansdowne
                                                                   and Associates, Inc. since January, 1988.  Mr. Lansdowne
                                                                   joined Tempest, Isenhart as Director of Research in 1983.
- ---------------------------------------------------------------------------------------------------------------------------------
Robert Alder (57)                   Vice President                 Executive Vice President of Tempest, Isenhart, Chafee,
                                                                   Lansdowne and Associates, Inc. since January, 1993.
- ---------------------------------------------------------------------------------------------------------------------------------
William Paston (43)                 Vice President and Treasurer   Product Development Manager of ALPS Mutual Funds Services,
                                                                   Inc. since February 1994.  Prior to joining ALPS, Mr. Paston
                                                                   was an associate with Lipper Analytical Services,
                                                                   coordinating that firm's marketing effort in the banking
                                                                   industry.
- ---------------------------------------------------------------------------------------------------------------------------------
Russell C. Burk (41)                Secretary                      Mr. Burk has been General Counsel of ALPS Mutual Funds
                                                                   Services, Inc., the Administrator and Distributor, since
                                                                   February 1999.  Prior to joining ALPS, Mr. Burk served as
                                                                   Securities Counsel for Security Life of Denver, A subsidiary
                                                                   of ING Group.  Prior to joining Security Life, Mr. Burk
                                                                   served as General Counsel for RAF Financial Corporation,
                                                                   member NASD.
- ---------------------------------------------------------------------------------------------------------------------------------
Jeremy May (29)                     Assistant Treasurer            Mr. May has been a Director of Mutual Fund Operations at
                                                                   ALPS Mutual Funds Services, Inc. since October 1997.  Prior
                                                                   to joining ALPS, Mr. May was an auditor with Deloitte &
                                                                   Touche LLP in their Denver office.
- ----------------------------------- ------------------------------ --------------------------------------------------------------
</TABLE>

**Except as otherwise indicated, each individual has held the office shown or
other offices in the same company for the last five years.

     Effective after the April 21, 1998 meeting of the Board, non-interested
Trustees of the Trust receive from the Trust an annual fee in the amount of
$4,000 and $500 for attending each Board or committee meeting. Previously, the
non-interested Trustees received no annual fee and $1,000 for


                                      -24-
<PAGE>

attending each Board meeting. The Trustees are reimbursed for all reasonable
out-of-pocket expenses relating to attendance at meetings.

     For the Trust's fiscal year ended April 30, 1999, the Trustees were
compensated as follows:

<TABLE>
<CAPTION>
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
                                                     PENSION OR                                AGGREGATE
                                                     RETIREMENT             ESTIMATED          COMPENSATION
                              AGGREGATE              BENEFITS               ANNUAL             FROM THE TRUST
                              COMPENSATION           ACCRUED AS             BENEFITS           AND FUND
                              FROM THE               PART OF FUND           UPON               COMPLEX PAID
                              TRUST                  EXPENSES               RETIREMENT         TO TRUSTEES
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
<S>                           <C>                    <C>                    <C>               <C>
Mary K. Anstine, Trustee
                              $6,500(1)              $0                     $0                 $6,500
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
Edwin B. Crowder, Trustee
                              $6,500(1)              $0                     $0                 $6,500
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
Robert E. Lee
Trustee                       $3,000(1)              $0                     $0                 $3,000
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
John R. Moran, Jr. Trustee
                              $6,500(1)              $0                     $0                 $6,500
- ----------------------------- ---------------------- ---------------------- ------------------ -----------------------
</TABLE>
(1) Member of the Audit Committee.

                                     ADVISER

     Tempest, Isenhart, Chafee, Lansdowne & Associates, Inc. ("Tempest,
Isenhart"), 1380 Lawrence Street, Suite 1050, Denver, Colorado, acts as the
investment adviser to the Funds. Tempest, Isenhart manages the investment and
reinvestment of the assets of the Funds and continuously reviews, supervises and
administers the Funds' investments. The Adviser is responsible for placing
orders for the purchase and sale of each Fund's investments directly with
brokers and dealers selected by it in its discretion.

     The Investment Advisory contract ("Advisory Agreement") for the Funds
became effective on February 20, 1998. Each Advisory Agreement will continue in
effect for a two-year period and thereafter from year to year so long as such
continuance is approved annually by a majority of the Funds' Trustees who are
not parties to the Advisory Agreements or interested persons of any such party,
and by either a majority of the outstanding voting shares or the Trustees of the
Funds. Each Advisory Agreement: (i) may be terminated without the payment of any
penalty by the Fund to Tempest, Isenhart on 60 days' written notice; (ii)
terminates automatically in the event of its assignment; and (iii) generally,
may not be amended without the approval by vote of a majority of the outstanding
voting securities of such Fund.

     The Agreements provide that the investment adviser shall not be liable for
any error of judgment or mistake of law or for any loss suffered by the Funds in
connection with its performance of services pursuant to the Advisory Agreement,
except loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the investment adviser
in the performance of its obligations under the Advisory Agreement.


                                      -25-
<PAGE>

                           DISTRIBUTION OF FUND SHARES

         Shares of the Funds are offered on a continuous basis through ALPS
Mutual Funds Services, Inc. ("ALPS"), 370 17th Street, Suite 3100, Denver, CO
80202, as Sponsor and Distributor of the Funds. ALPS also serves as
administrator and distributor of other mutual funds. As distributor, ALPS acts
as the Funds' agent to underwrite, sell and distribute shares in a continuous
offering.

          ADMINISTRATOR, TRANSFER AGENT, BOOKKEEPING AND PRICING AGENT

     Pursuant to an Administration Contract, ALPS acts as Administrator for the
Funds. ALPS provides management and administrative services necessary for the
operation of the Funds, including among other things, (i) preparation of
shareholder reports and communications, (ii) regulatory compliance, such as
reports to and filings with the Securities and Exchange Commission ("SEC") and
state securities commissions and (iii) general supervision of the operation of
the Funds, including coordination of the services performed by the Funds'
Adviser, custodian, independent accountants, legal counsel and others. In
addition, ALPS furnishes office space and facilities required for conducting the
business of the Funds and pays the compensation of the Funds' officers,
employees and Trustees affiliated with ALPS.

     The Administration Agreements for the Quality Bond Fund, Equity Fund and
Colorado Quality Tax-Exempt Fund were approved by the Board of Trustees,
including a majority of the Trustees who are not parties to the contracts or
interested persons of such parties, at its meeting held on January 20, 1998. At
any time, each Administration Agreement is terminable with respect to a Fund
without penalty, at any time, by vote of a majority of the Trustees who are not
"interested persons" of the Funds and who have no direct or indirect financial
interest in the Administration Agreement upon not more than 60 days written
notice to ALPS or by vote of the holders of a majority of the shares of the Fund
involved, or, upon 60 days notice, by ALPS.

                                FEES AND EXPENSES

     As compensation for advisory, management and administrative services, the
Adviser and ALPS (the "Administrator") are paid a monthly fee at the following
annual rates:

<TABLE>
<CAPTION>
                                 ADVISORY FEE          ADMINISTRATIVE FEE
<S>                              <C>                   <C>
Aristata Quality Bond Fund       0.50%                 0.20%*
Aristata Equity Fund             0.85%                 0.20%*
Aristata Colorado Quality        0.50%                 0.20%*
Tax-Exempt Fund
</TABLE>

* Subject to minimum annual fee of $90,000, $180,000 and $60,000 for the Bond
Fund, Equity Fund and Colorado Quality Tax-Exempt Fund, respectively.


                                      -26-
<PAGE>

     During the fiscal period from March 2, 1998 (the inception date for each
Fund) to April 30, 1998, the Adviser and ALPS were compensated by each fund as
follows:

<TABLE>
<CAPTION>
                                       ADVISORY              ADMINISTRATIVE FEE
<S>                                    <C>                   <C>
Aristata Quality Bond Fund             $47,180               $18,872
Aristata Equity Fund                   $141,096              $33,199
Colorado Quality Tax-Exempt            $19,665               $9,863
Fund
</TABLE>

     During the fiscal period from March 2 to April 30, 1998, the Adviser waived
fees in the amount of $17,002, $37,555 and $18,406 for the Quality Bond, Equity
and Colorado Quality Tax-Exempt Funds, respectively.

     During the fiscal year ended April 30, 1999, the Adviser and ALPS were
compensated by each fund as follows:

<TABLE>
<CAPTION>
                                       ADVISORY              ADMINISTRATIVE
<S>                                    <C>                   <C>
Aristata Quality Bond Fund             $280,373              $112,149
Aristata Equity Fund                   $798,166              $188,187
Colorado Quality Tax-Exempt Fund       $ 98,950              $ 60,328
</TABLE>

     During the fiscal year ended April 30, 1999, the Adviser waived fees in the
amount of $60,012, $146,836 and $89,839 for the Quality Bond, Equity and
Colorado Quality Tax-Exempt Funds, respectively.

     The Adviser has agreed to waive that portion of its fees to the extent
necessary for the Equity Fund, the Quality Bond Fund, and the Colorado Quality
Tax-Exempt Fund to maintain expense ratios of not more than 1.05%, 0.70% and
0.50%, respectively, of the average net assets of these Funds.

                        DETERMINATION OF NET ASSET VALUE

     As indicated under "How are Fund Shares Valued?" in the Prospectus, each
Fund's NAV is calculated at the close of the regular trading session of the New
York Stock Exchange (normally 4:00 p.m. New York Time) each day that the
Exchange is open, with the exception of certain bank holidays. The Funds will be
closed on the following holidays: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

     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


                                      -27-
<PAGE>

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. Also, it is possible that
events can occur that have a significant impact on the value of foreign
securities at times when shareholders are unable to purchase or redeem shares of
the Funds.

     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.

                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

     Payment for shares may, in the discretion of the Adviser, be made in the
form of securities that are permissible investments for the Funds as described
in the prospectus. For further information about this form of payment, please
contact ALPS. In connection with an in-kind securities payment, a fund will
require, among other things, that the securities be valued on the day of
purchase in accordance with the pricing methods used by the fund and that the
fund receive satisfactory assurances that (i) it will have good and marketable
title to the securities received by it; (2) the securities are in proper form
for transfer to the Fund; and (3) adequate information will be provided
concerning the basis and other matters relating to the securities.

     Under the 1940 Act, a fund may suspend the right of redemption or postpone
the date of payment upon redemption for any period during which the New York
Stock Exchange is closed (other than customary weekend and holiday closings), or
during which trading on said exchange is restricted, or during which (as
determined by the SEC by rule or regulation) an emergency exists as a result of
which disposal or valuation of portfolio securities is not reasonably
practicable, or for such other periods as the SEC may permit. (A fund may also
suspend or postpone the recordation of the transfer of its shares upon the
occurrence of any of the foregoing conditions.)

     The Funds may suspend redemption rights or postpone redemption payments (as
well as suspend the recordation of the transfer of shares) for such periods as
are permitted under the 1940 Act. The Funds may also redeem shares involuntarily
or make payment for redemption in securities or other property if it appears
appropriate to do so in light of the Funds' responsibilities under the 1940 Act.

     In addition, the Funds may redeem shares involuntarily to reimburse a Fund
for any loss sustained by reason of the failure of a shareholder to make full
payment for shares purchased by the shareholder.

     All redemptions of shares of the Funds will be made in cash, except that
the commitment to redeem shares in cash extends only to redemption requests made
by each shareholder of a fund during any 90-day period of up to the lesser of
$250,000 or 1% of the net asset value of that fund at the beginning of such
period. This commitment is irrevocable without the prior approval of the SEC and
is a fundamental


                                      -28-
<PAGE>

policy of the Funds that may not be changed without shareholder approval. In the
case of redemption requests by shareholders in excess of such amounts, the Board
of Trustees reserves the right to have the Funds make payment, in whole or in
part, in securities or other assets in case of an emergency or any time a cash
distribution would impair the liquidity of a Fund to the detriment of its
existing shareholders. In this event, the securities would be valued in the same
manner as the securities of that Fund are valued. If the recipient were to sell
such securities, he or she may incur brokerage or other transactional charges.

                             PORTFOLIO TRANSACTIONS

     Investment decisions for the Funds and for the other investment advisory
clients of the Adviser are made with a view to achieving their respective
investment objectives. Investment decisions are the product of many factors in
addition to basic suitability for the particular client involved. Thus, a
particular security may be bought or sold for certain clients even though it
could have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more
clients are selling the security. In some instances, one client may sell a
particular security to another client. It also sometimes happens that two or
more clients simultaneously purchase or sell the same security, in which event
each day's transactions in such security are, insofar as possible, averaged as
to price and allocated between such clients in a manner which in the Adviser's
opinion is equitable to each and in accordance with the amount being purchased
or sold by each. There may be circumstances when purchases or sales of portfolio
securities for one or more clients will have an adverse effect on other clients.

     The Funds have no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Funds' Board of Trustees, the Adviser is primarily
responsible for portfolio decisions and the placing of portfolio transactions.
In placing orders, it is the policy of the Funds to obtain the best results
taking into account the broker-dealer's general execution and operational
facilities, the type of transaction involved and other factors such as the
dealer's risk in positioning the securities. While the Adviser generally seeks
reasonably competitive spreads or commissions, the Funds will not necessarily be
paying the lowest spread or commission available. The reasonableness of such
spreads or brokerage commissions will be evaluated by comparing spreads or
commissions among brokers or dealers in consideration of the factors listed
immediately above and research services described below.

     Purchases and sales of securities will often be principal transactions in
the case of debt securities and equity securities traded otherwise than on an
exchange. The purchase or sale of equity securities will frequently involve the
payment of a commission to a broker-dealer who effects the transaction on behalf
of a Fund. Debt securities normally will be purchased or sold from or to issuers
directly or to dealers serving as market makers for the securities at a net
price. Under the 1940 Act, persons affiliated with the Funds or the sponsor are
prohibited from dealing with the Funds as a principal in the purchase and sale
of securities except in limited situations permitted by SEC regulations, unless
a permissive order allowing such transactions is obtained from the SEC.


                                      -29-
<PAGE>

     The Adviser may, in circumstances in which two or more broker-dealers are
in a position to offer comparable results, give preference to a dealer which has
provided statistical or other research services to the Adviser. By allocating
transactions in this manner, the Adviser is able to supplement its research and
analysis with the views and information for securities firms. These items, which
in some cases may also be purchased for cash, include such matters as general
economic-and-security market reviews, industry and company reviews, evaluations
of securities and recommendations as to the purchase and sale of securities.
Some of these services are of value to the Adviser in advising various of its
clients (including the Funds), although not all of these services are
necessarily useful and of value in managing the Funds. The management fee paid
by the Funds is not reduced because the Adviser and its affiliates receive such
services.

     As permitted by Section 28(e) of the Securities Exchange Act of 1934 (the
"1934 Act"), the Adviser may cause the Funds to pay a broker-dealer which
provides "brokerage and research services" (as defined in the 1934 Act) to the
Adviser an amount of disclosed commission for effecting a securities transaction
for the Funds in excess of the commission which another broker-dealer would have
charged for effecting that transaction.

     Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. and subject to seeking the most favorable price and
execution available and such other policies as the Trustees may determine, the
Adviser may consider sales of shares of the Funds as a factor in the selection
of broker-dealers to execute portfolio transactions for the Funds.

     The Aristata Equity Fund paid $113,259 and $8,370 in brokerage commissions
for the fiscal year ended April 30, 1999 and the fiscal period from March 2,
1998 to April 30, 1998, respectively.

                                    TAXATION

     The Funds intend to continue to qualify to be treated as regulated
investment companies for each taxable year pursuant to the provisions of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). To
qualify as a regulated investment company, a fund must (a) distribute to
shareholders at least 90% of its investment company taxable income (which
includes, among other items, dividends, taxable interest and the excess of net
short-term capital gains over net long-term capital losses); (b) derive in each
taxable year at least 90% of its gross income from dividends, interest, payments
with respect to securities loans and gains from the sale or other disposition of
stock, securities or foreign currencies or other income derived with respect to
its business of investing in such stock, securities or currencies; and (c)
diversify its holdings so that, at the end of each quarter of the taxable year,
(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). In addition, a fund
earning tax-exempt interest must, in each year, distribute at


                                      -30-
<PAGE>

least 90% of its net tax-exempt income. By meeting these requirements, the funds
generally will not be subject to Federal income tax on its investment company
taxable income and net capital gains which are distributed to shareholders. If
the funds do not meet all of these Code requirements, they will be taxed as
ordinary corporations and their distributions will be taxed to shareholders as
ordinary income.

     Amounts, other than tax-exempt interest, 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 the excise tax, each fund
must distribute for each calendar year an amount equal to the sum of (1) at
least 98% of its ordinary income (excluding any capital gains or losses) for the
calendar year, (2) at least 98% of the excess of its capital gains over capital
losses (adjusted for certain ordinary losses) for the one-year period ending
October 31 of such year, and (3) all ordinary income and capital gain net income
(adjusted for certain ordinary losses) for previous years that were not
distributed during such years. A distribution, including an "exempt-interest
dividend," will be treated as paid on December 31, of a calendar year if
declared by a fund during October, November or December of that year to
shareholders of record on a date in such a month and paid by the fund during
January of the following year. Such distributions will be taxable to
shareholders in the calendar year in which the distributions are declared,
rather than the calendar year in which the distributions are received.

     Some funds may invest in stocks of foreign companies that are classified
under the Code as passive foreign investment companies ("PFICs"). In general, a
foreign company is classified as a PFIC under the Code if at least one-half of
its assets constitutes investment-type assets or 75% or more of its gross income
is investment-type income. Under the PFIC rules, an "excess distribution"
received with respect to PFIC stock is treated as having been realized ratably
over the period during which the fund held the PFIC stock. A fund itself will be
subject to tax on the portion, if any, of the excess distribution that is
allocated to the Fund's holding period in prior taxable years (and an interest
factor will be added to the tax, as if the tax had actually been payable in such
prior taxable years) even though the fund distributes the corresponding income
to shareholders. Excess distributions include any gain from the sale of PFIC
stock as well as certain distributions from a PFIC. All excess distributions are
taxable as ordinary income.

     A fund may be able to elect alternative tax treatment with respect to PFIC
stock. Under an election that currently may be available, a fund generally would
be required to include in its gross income its share of the earnings of a PFIC
on a current basis, regardless of whether any distributions are received from
the PFIC. If this election is made, the special rules, discussed above, relating
to the taxation of excess distributions, would not apply. In addition, other
elections may become available that would affect the tax treatment of PFIC stock
held by a fund. Each fund's intention to qualify annually as a regulated
investment company may limit its elections with respect to PFIC stock.

     Because the application of the PFIC rules may affect, among other things,
the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC stock, as well as subject a fund
itself to tax on certain income from PFIC stock, the amount that must be
distributed to shareholders and that will be taxed to shareholders as ordinary
income or long-term capital gain may be increased or decreased substantially as
compared to a fund that did not invest in PFIC stock. Investors should consult
their own tax advisers in this regard.


                                      -31-
<PAGE>

     Distributions of investment company taxable income generally are taxable to
shareholders as ordinary income. Distributions from certain of the funds may be
eligible for the dividends-received deduction available to corporations. To the
extent dividends received by a fund are attributable to foreign corporations, a
corporation that owns shares will not be entitled to the dividends-received
deduction with respect to its pro rata portion of such dividends, since the
dividends-received deduction is generally available only with respect to
dividends paid by domestic corporations. Proposed legislation, if enacted, would
reduce the dividends-received deduction from 70 to 50 percent.

     Distributions of net long-term capital gains, if any, designated by the
funds as long-term capital gain dividends are taxable to shareholders as
long-term capital gain, regardless of the length of time the fund's shares have
been held by a shareholder. All distributions are taxable to the shareholder in
the same manner whether reinvested in additional shares or received in cash.
Shareholders will be notified annually as to the Federal tax status of
distributions.

     Distributions by a fund reduce the net asset value of the fund's shares.
Should a distribution reduce the net asset value below a shareholder's cost
basis, such distribution, nevertheless, would be taxable to the shareholder as
ordinary income or capital gain as described above, even though, from an
investment standpoint, it may constitute a partial return of capital. In
particular, investors should be careful to consider the tax implications of
buying shares just prior to a distribution by the funds. The price of shares
purchased at that time includes the amount of the forthcoming distribution.
Those purchasing just prior to a distribution will receive a distribution which
nevertheless generally will be taxable to them.

     Upon the taxable disposition (including a sale or redemption) of shares of
a fund, a shareholder may realize a gain or loss depending upon his basis in his
shares. Such gain or loss generally will be treated as capital gain or loss if
the shares are capital assets in the shareholders' hands. Such gain or loss will
be long-term or short-term, generally depending upon the shareholder's holding
period for the shares. However, a loss realized by a shareholder on the
disposition of fund shares with respect to which capital gain dividends have
been paid will, to the extent of such capital gain dividends, be treated as
long-term capital loss if such shares have been held by the shareholder for six
months or less. A loss realized on the redemption, sale or exchange of fund
shares will be disallowed to the extent an exempt interest dividend was received
with respect to those shares if the shares have been held by the shareholder for
six months or less. Further, a loss realized on a disposition will be disallowed
to the extent the shares disposed of are replaced (whether by reinvestment of
distributions or otherwise) within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of. In such a case, the basis
of the shares acquired will be adjusted to reflect the disallowed loss.
Shareholders receiving distributions in the form of additional shares will have
a cost basis for Federal income tax purposes in each share received equal to the
net asset value of a share of the Funds on the reinvestment date.

     The taxation of equity options is governed by Code section 1234. Pursuant
to Code section 1234, the premium received by a fund for selling a put or call
option is not included in income at the time of receipt. If the option expires,
the premium is short-term capital gain to the fund. If the fund enters into a
closing transaction, the difference between the amount paid to close out its
position and the premium


                                      -32-
<PAGE>

received is short-term capital gain or loss. If a call option written by a fund
is exercised, thereby requiring the fund to sell the underlying security, the
premium will increase the amount realized upon the sale of such security and any
resulting gain or loss will be a capital gain or loss, and will be long-term or
short-term depending upon the holding period of the security. With respect to a
put or call option that is purchased by a fund, if the option is sold any
resulting gain or loss will be a capital gain or loss, and will be long-term or
short-term, depending upon the holding period of the option. If the option
expires, the resulting loss is a capital loss and is long-term or short-term,
depending upon the holding period of the option. If the option is exercised, the
cost of the option, in the case of a call option, is added to the basis of the
purchased security and in the case of a put option, reduces the amount realized
on the underlying security in determining gain or loss.

     Certain of the options, futures contracts, and forward foreign currency
exchange contracts that several of the funds may invest in are so-called
"section 1256 contracts." With certain exceptions, gains or losses on section
1256 contracts generally are considered 60% long-term and 40% short-term capital
gains or losses ("60/40"). Also, section 1256 contracts held by a fund at the
end of a taxable year (and, generally, for purposes of the 4% excise tax, on
October 31 of each year) are "marked-to market" with the result that unrealized
gains or losses are treated as though they were realized and the resulting gain
or loss is treated as 60/40 gain or loss. Investors should consult their own tax
advisers in this regard.

     Generally, the hedging transactions undertaken by a fund may result in
"straddles" for Federal income tax purposes. The straddle rules may affect the
character of gains (or losses) realized by a fund. In addition, losses realized
by a fund on a position that is part of a straddle may be deferred under the
straddle rules, rather than being taken into account in calculating the taxable
income for the taxable year in which such losses are realized. Because only a
few regulations implementing the straddle rules have been promulgated, the tax
consequences to a fund of hedging transactions are not entirely clear. Hedging
transactions may increase the amount of short-term capital gain realized by a
fund which is taxed as ordinary income when distributed to stockholders.

     A fund may make one or more of the elections available under the Code which
are applicable to straddles. If a fund makes any of the elections, the amount,
character and timing of the recognition of gains or losses from the affected
straddle positions will be determined under the rules according to the
election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

     Because application of the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must be distributed to
shareholders and which will be taxed to shareholders as ordinary income or
long-term capital gain may be increased or decreased substantially as compared
to a fund that did not engage in such hedging transactions. Investors should
consult their own tax advisers in this regard.

     Certain requirements that must be met under the Code in order for a fund to
qualify as a regulated investment company, may limit the extent to which a Fund
will be able to engage in transactions in options, futures, and forward
contracts.


                                      -33-
<PAGE>

     Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time a fund accrues interest, dividends or other
receivables, or accrues expenses or other liabilities denominated in a foreign
currency, and the time the fund actually collects such receivables, or pays such
liabilities, generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of debt securities denominated in a foreign currency
and on disposition of certain options and forward and futures contracts, gains
or losses attributable to fluctuations in the value of foreign currency between
the date of acquisition of the security or contract and the date of disposition
also are treated as ordinary gain or loss. These gains or losses, referred to
under the Code as "Section 988" gains or losses, may increase, decrease, or
eliminate the amount of a fund's investment company taxable income to be
distributed to its shareholders as ordinary income. Investors should consult
their own tax advisors in this regard.

     Income received by a fund from sources within foreign countries may be
subject to withholding and other similar income taxes imposed by the foreign
country. If more than 50% of the value of a fund's total assets at the close of
its taxable year consists of securities of foreign corporations, the fund will
be eligible and intends to elect to "pass-through" to its shareholders the
amount of such foreign taxes paid by the fund. Pursuant to this election, a
shareholder would be required to include in gross income (in addition to taxable
dividends actually received) his pro rata share of the foreign taxes paid by a
fund and would be entitled either to deduct his pro rata share of foreign taxes
in computing his taxable income or to use it as a foreign tax credit against his
U.S. Federal income tax liability, subject to limitations. No deduction for
foreign taxes may be claimed by a shareholder who does not itemize deductions,
but such a shareholder may be eligible to claim the foreign tax credit (see
below). Each shareholder will be notified within 60 days after the close of a
fund's taxable year whether the foreign taxes paid by a fund will "pass-through"
for that year and, if so, such notification will designate (a) the shareholder's
portion of the foreign taxes paid to each such country, and (b) the portion of
the dividend which represents income derived from foreign sources.

     Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to his total foreign
source taxable income. For this purpose, if a fund makes the election described
in the preceding paragraph, the source of the fund's income flows through to its
shareholders. With respect to a fund, gains from the sale of securities will be
treated as derived from U.S. sources and certain currency fluctuations gains,
including fluctuation gains from foreign currency-denominated debt securities,
receivables and payables, will be treated as ordinary income derived from U.S.
sources. The limitation on the foreign tax credit is applied separately to
foreign source passive income (as defined for purposes of the foreign tax
credit) including foreign source passive income of a fund. The foreign tax
credit may offset only 90% of the alternative minimum tax imposed on
corporations and individuals, and foreign taxes generally may not be deducted in
computing alternative minimum taxable income.

     The funds are required to report to the Internal Revenue Service ("IRS")
all distributions except in the case of certain exempt shareholders. All such
distributions generally are subject to withholding of Federal income tax at a
rate of 31% ("backup withholding") in the case of non-exempt shareholders if (1)
the shareholder fails to furnish the Funds with and to certify the shareholder's
correct taxpayer identification number or social security number, (2) the IRS
notifies the funds or a shareholder that the


                                      -34-
<PAGE>

shareholder has failed to report properly certain interest and dividend income
to the IRS and to respond to notices to that effect, or (3) when required to do
so, the shareholder fails to certify that he is not subject to backup
withholding. If the withholding provisions are applicable, any such
distributions, whether reinvested in additional shares or taken in cash, will be
reduced by the amounts required to be withheld. Backup withholding is not an
additional tax. Any amount withheld may be credited against the shareholder's
U.S. Federal income tax liability. Investors may wish to consult their tax
advisers about the applicability of the backup withholding provisions.

     The foregoing discussion relates only to Federal income tax law as
applicable to U.S. persons (i.e., U.S. citizens and residents and U.S.
corporations, partnerships, trusts and estates). Distributions by the funds also
may be subject to state and local taxes and their treatment under state and
local income tax laws may differ from Federal income tax treatment.
Distributions of a fund which are derived from interest on obligations of the
U.S. Government and certain of its agencies and instrumentalities may be exempt
from state and local income taxes in certain states. Shareholders should consult
their tax advisers with respect to particular questions of Federal, state and
local taxation. Shareholders who are not U.S. persons should consult their tax
advisers regarding U.S. and foreign tax consequences of ownership of shares of
the Funds including the likelihood that distributions to them would be subject
to withholding of U.S. tax at a rate of 30% (or at a lower rate under a tax
treaty).

     THE COLORADO QUALITY TAX-EXEMPT FUND. The Fund intends to manage its
portfolio so that it will be eligible to pay "exempt-interest dividends" to
shareholders. The Fund will so qualify if, at the close of each quarter of its
taxable year, at least 50% of the value of its total assets consists of state,
municipal, and certain other securities, the interest on which is exempt from
the regular Federal income tax. To the extent that the Fund's dividends
distributed to shareholders are derived from such interest income and are
designated as exempt-interest dividends by the Fund, they will be excludable
from a shareholder's gross income for Federal income tax purposes.
Exempt-interest dividends, however, must be taken into account by shareholders
in determining whether their total incomes are large enough to result in
taxation of up to 85% of their Social Security benefits and certain railroad
retirement benefits. The Fund will inform shareholders annually as to the
portion of the distributions from the Fund which constitute exempt-interest
dividends. In addition, for corporate shareholders of each Fund, exempt-interest
dividends may comprise part or all of an adjustment to alternative minimum
taxable income. Exempt interest dividends that are attributable to certain
private activity bonds, while not subject to the regular Federal income tax, may
constitute an item of tax preference for purposes of the alternative minimum
tax.

     Individuals, trusts, estates, and corporations who are holders of shares of
the Colorado Quality Tax-Exempt Fund and who are subject to Colorado income tax
will not be subject to Colorado tax on distributions from the Colorado Quality
Tax-Exempt 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.


                                      -35-
<PAGE>

     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 Colorado Quality Tax-Exempt Fund will be exempt from Colorado property
taxes.

     Changes in the tax law, including provisions relating to tax-exempt income,
frequently come under consideration. If such changes are enacted, the tax
consequences arising from an investment in the Colorado Quality Tax-Exempt Fund
may be affected. Since the Funds do not undertake to furnish tax advice, it is
important for shareholders to consult their tax advisers regularly about the tax
consequences to them of investing in one or more of the Funds.

                                OTHER INFORMATION

                                 CAPITALIZATION

     The capitalization of the Funds consists solely of an unlimited number of
shares of beneficial interest with no par value. The Board of Trustees may
establish additional funds (with different investment objectives and fundamental
policies) at any time in the future. Establishment and offering of additional
funds will not alter the rights of the shareholders. When issued, shares are
fully paid, nonassessable, redeemable and freely transferable. Shares do not
have preemptive rights or subscription rights. In any liquidation of a fund,
each shareholder is entitled to receive his pro rata share of the net assets of
that fund.

     In the event of a liquidation or dissolution of the Funds or an individual
fund, shareholders of a particular fund would be entitled to receive the assets
available for distribution belonging to such fund, and a proportionate
distribution, based upon the relative net asset values of the respective funds,
of any general assets not belonging to any particular fund which are available
for distribution. Shareholders of a fund are entitled to participate in the net
distributable assets of the particular fund involved in liquidation, based on
the number of shares of the fund that are held by each shareholder.

                                  VOTING RIGHTS

     Under the Declaration of Trust, the Funds are not required to hold annual
meetings of each Fund's shareholders to elect Trustees or for other purposes. It
is not anticipated that the Funds will hold shareholders' meetings unless
required by law or the Declaration of Trust. In this regard, the Trust will be
required to hold a meeting to elect Trustees to fill any existing vacancies on
the Board if, at any time, fewer than a majority of the Trustees have been
elected by the shareholders of the Funds. In addition, the Declaration of Trust
provides that the holders of not less than two-thirds of the outstanding shares
of the Funds may remove persons 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 persons serving as
Trustee if requested in writing to do so by the holders of not less than 10% of
the


                                      -36-
<PAGE>

outstanding shares of the Funds. To the extent required by applicable law, the
Trustees shall assist shareholders who seek to remove any person serving as
Trustee.

     The Funds' shares do not have cumulative voting rights, so that the holders
of more than 50% of the outstanding shares may elect the entire Board of
Trustees, in which case the holders of the remaining shares would not be able to
elect any Trustees.

     Shareholders of all of the Funds, as well as those of any other investment
portfolio now or hereafter offered by the Fund, will vote together in the
aggregate and not separately on a Fund-by-Fund basis, except as otherwise
required by law or when permitted by the Board of Trustees. Rule 18f-2 under the
1940 Act provides that any matter required to be submitted to the holders of the
outstanding voting securities of an investment company such as the Funds shall
not be deemed to have been effectively acted upon unless approved by the holders
of a majority of the outstanding shares of each Fund affected by the matter. A
Fund is affected by a matter unless it is clear that the interests of each Fund
in the matter are substantially identical or that the matter does not affect any
interest of the Fund. Under the Rule, the approval of an investment advisory
agreement or any change in a fundamental investment policy would be effectively
acted upon with respect to a Fund only if approved by a majority of the
outstanding shares of such Fund. However, the Rule also provides that the
ratification of the appointment of independent auditors, the approval of
principal underwriting contracts and the election of trustees may be effectively
acted upon by shareholders of the Funds voting together in the aggregate without
regard to a particular Fund.

     As of July 31, 1999, the following shareholders owned 5% or more of the
outstanding shares of the Funds as listed below:

<TABLE>
<CAPTION>
FUND                                                  PERCENTAGE INTEREST
- --------------------------------------------------------------------------------
<S>                                                   <C>
EQUITY FUND

Colorado State Bank & Trust                           87.14%
Attn: Trust Department
1600 Broadway
Denver. CO 80202

QUALITY  BOND FUND

Colorado State Bank & Trust                           90.26%
Attn: Trust Department
1600 Broadway
Denver, CO 80202
</TABLE>


                                      -37-
<PAGE>
<TABLE>
<CAPTION>
COLORADO QUALITY TAX-EXEMPT FUND
<S>                                                   <C>
Colorado State Bank & Trust                           84.38%
Attn: Trust Department
1600 Broadway
Denver, CO 80202
</TABLE>

The directors and officers of the Funds, as a group, own less than 1% of each
Fund's shares.

                          CUSTODIAN AND TRANSFER AGENT

     Fifth Third Bank has been appointed as the Funds' custodian. Pursuant to a
Custodian Agreement, Fifth Third Bank is responsible for holding the Funds' cash
and portfolio securities.

     ALPS has been appointed as Transfer Agent for the Funds and will perform
dividend disbursing and transfer agency-related services for the Funds.

                        YIELD AND PERFORMANCE INFORMATION

     The Funds may, from time to time, include their yields, effective yields,
tax equivalent yields and average annual total returns in advertisements or
reports to shareholders or prospective investors.

     Quotations of yield for the Funds will be based on the investment income
per share earned during a particular 30-day period, less expenses accrued during
a period ("net investment income") and will be computed by dividing net
investment income by the maximum offering price per share on the last day of the
period, according to the following formula:

                           (6)
         YIELD=2[(a-b  +1)   -1]
                  ---
                  cd

     where a = dividends and interest earned during the period, b = expenses
accrued for the period (that of any reimbursements), c = the average daily
number of shares outstanding during the period that were entitled to receive
dividends, and d = the maximum offering price per share on the last day of the
period. As of April 30, 1999 the 30 day SEC yields for the Bond and Colorado
Quality Tax-Exempt Funds were 5.41% and 3.53% including fee waivers and
reimbursements and 5.33% and 3.05%% without fee waivers and reimbursements,
respectively.

     Quotations of tax-equivalent yield for the Bond Fund will be calculated by:
(a) dividing the portion of the Fund's yield that is exempt from both Federal
and California state income taxes by one minus a stated combined Federal and
state income tax rate; (b) dividing the portion of the Fund's yield that is
exempt from Federal income tax only by one minus a stated Federal income tax
rate, and (c) adding the figures resulting from (a) and (b) above to that
portion, if any, of the Fund's yield that is not exempt from Federal income tax.


                                      -38-
<PAGE>

     Quotations of average annual total return will be expressed in terms of the
average annual compounded rate of return of a hypothetical investment in a Fund
over periods of 1, 5 and 10 years (up to the life of the Fund), calculated
pursuant to the following formula:

           (n)
     P(l+T)   =ERV

     (where P = a hypothetical initial payment of $1,000, T= the average annual
total return, n = the number of years, and ERV = the ending redeemable value of
a hypothetical $1,000 payment made at the beginning of the period). All total
return figures will reflect a proportional share of Fund expenses (net of
certain reimbursed expenses) on an annual basis, and will assume that all
dividends and distributions are reinvested when paid. Average annual total
returns for each Fund as of April 30, 1999 were as follows:

<TABLE>
<CAPTION>
                                         1 Year        Since Inception
                                         ------        ---------------
<S>                                      <C>           <C>
Quality Bond                             5.49%          5.33%
Equity                                   9.39%         12.23%
Colorado Quality Tax-Exempt              5.40%          4.83%
</TABLE>

     Quotations of yield and total return will reflect only the performance of a
hypothetical investment in the Funds during the particular time period shown.
Yield and total return for the Funds will vary based on changes in the market
conditions and the level of a fund's expenses, and no reported performance
figure should be considered an indication of performance which may be expected
in the future.

     In connection with communicating its yields or total return to current or
prospective shareholders, the Funds also may compare these figures to the
performance of other mutual funds tracked by mutual fund rating services or to
other unmanaged indices which may assume reinvestment of dividends but generally
do not reflect deductions for administrative and management costs.

     Performance information for the Funds may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index, Dow Jones
Industrial Average, or other unmanaged indices so that investors may compare the
Funds' results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of mutual funds tracked by Lipper Analytical Services, a widely used
independent research firm which ranks mutual funds by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons who rank mutual funds on overall performance or other
criteria, and (iii) the Consumer Price Index (measure for inflation) to assess
the real rate of return from an investment of dividends but generally do not
reflect deductions for administrative and management costs and expenses.

      TAX EQUIVALENT YIELD CALCULATIONS - COLORADO QUALITY TAX-EXEMPT FUND

     The Colorado Quality Tax-Exempt Fund's "tax-equivalent" yield is computed
by: (a) dividing the portion of the Fund's yield that is exempt from both
Federal and Colorado state income taxes by one minus a stated combined federal
and state income tax rate; (b) dividing the portion of the Fund's yield that is
exempt from Federal income tax be one minus a stated Federal income tax rate,
and (c) adding the figures


                                      -39-
<PAGE>

resulting from (a) and (b) above to that portion, if any, of the Fund's yield
that is not exempt from Federal income tax.

     Tax-Equivalent Yield is based upon the combined state and Federal tax rate
assumptions of 33% (assuming a 28% federal tax rate and a 5% Colorado tax rate)
for the Colorado Quality Tax-Exempt Fund.

     The following table shows how to translate the yield of an investment that
is exempt from both Federal and Colorado personal income taxes into a taxable
equivalent yield for the 1998 taxable year. The last four columns of the table
show approximately how much a taxable investment would have to yield in order to
generate an after-tax (Federal and Colorado) yield of 2%, 3%, 4%, 5% and 6%. For
example, the table shows that a married taxpayer filing a joint return with
taxable income of $50,000 would have to earn a yield of approximately 10.23%
before Federal and Colorado personal income taxes in order to earn a yield after
such taxes of 7%.

<TABLE>
<CAPTION>
                    1998 Tax Rates and Tax-Equivalent Yields

                                               Federal Tax     Individual tax exempt yield:
                 Taxable Income*               Bracket**
                                                            2%          3%       4%     5%     6%
Single Return                 Joint Return                     Taxable equivalent yield:
- -------------                 ------------
<S>          <C>          <C>       <C>         <C>         <C>       <C>        <C>    <C>    <C>
$ -          $ 24,650     $ -       $ 41,200    15.0%       2.35%     3.53%      4.71%  5.88%  7.06%
$ 24,651     $ 59,750     $ 41,201  $ 99,600    28.0%       2.78%     4.17%      5.56%  6.94%  8.33%
$ 59,751     $124,650     $ 99,601  $151,750    31.0%       2.90%     4.35%      5.80%  7.25%  8.70%
$124,651     $271,050     $151,751  $271,050    36.0%       3.13%     4.69%      6.25%  7.81%  9.38%
$271,051     above        $271,051  above       39.6%       3.31%     4.97%      6.62%  8.28%  9.93%
</TABLE>

*    Taxable income (gross income after all exemptions, adjustments, and
     deductions) based on 1997 tax rates.
**   Excludes the impact of the phaseout of personal exemptions, limitation on
     itemized deductions, and other credits, exclusions, and adjustments which
     may raise a taxpayer's marginal tax rate. An increase in a shareholder's
     marginal tax rate would increase that shareholder's tax-equivalent yield.

Colorado individual income tax is levied at a flat rate 5%
<TABLE>
<CAPTION>
                                    Effective
Federal           Colorado Combined Federal & State
Tax Rate          Tax Rate          Tax Rate
- --------          --------          --------
<S>               <C>               <C>
15.0%             5.0%              19.25%
28.0%             5.0%              31.60%
31.0%             5.0%              34.45%
36.0%             5.0%              39.20%
39.6%             5.0%              42.62%
</TABLE>


                                      -40-
<PAGE>


When your effective combined federal and Colorado state tax rate is:
      19.25%     31.60%     34.45%     39.20%     42.62%

Then your tax-equivalent yield is:

<TABLE>
<CAPTION>
Tax-Equivalent Yield*
- ---------------------
<S>           <C>      <C>              <C>               <C>               <C>              <C>
              2.0%     2.48%            2.92%             3.05%             3.29%            3.49%
              3.0%     3.72%            4.39%             4.58%             4.93%            5.23%
              4.0%     4.95%            5.85%             6.10%             6.58%            6.97%
              5.0%     6.19%            7.31%             7.63%             8.22%            8.71%
              6.0%     7.43%            8.77%             9.15%             9.87%            10.46%
              7.0%     8.67%            10.23%            10.68%            11.51%           12.20%
              8.0%     9.91%            11.70%            12.20%            13.16%           13.94%
</TABLE>

*    The Fund may invest a portion of its assets in obligations that are subject
     to state or Federal income tax. When the Portfolio invests in these
     obligations, its tax-equivalent yield will be lower. In the table above,
     tax-equivalent yields are calculated assuming investments are 100%
     Federally and state tax-free.

                             INDEPENDENT ACCOUNTANTS

     Deloitte & Touche LLP serves as the independent accountants for the Funds.
Deloitte & Touche provides audit services, tax return preparation and assistance
and consultation in connection with review of SEC filings. Deloitte & Touche's
address is 555 Seventeenth Street, Suite 3600, Denver, Colorado 80202.

                             REGISTRATION STATEMENT

     This SAI and the prospectus do not contain all the information included in
the Funds' Registration Statement filed with the SEC under the Securities Act of
1933 with respect to the securities offered hereby, certain portions of which
have been omitted pursuant to the rules and regulations of the SEC. The
Registration Statement, including the exhibits filed therewith, may be examined
at the office of the SEC in Washington, D.C.

     Statements contained herein and in the Prospectus as to the contents of any
contract or other documents referred to are not necessarily complete, and, in
each instance, reference is made to the copy of such contract or other documents
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.

                              FINANCIAL STATEMENTS

     The audited financial statements for each Fund for the year ended April 30,
1999 and the report of the Funds' independent public accountants are included in
the Funds' most recent Annual Report, and are incorporated herein by reference
to such report.


                                      -41-
<PAGE>

                                    APPENDIX
                           KEY TO MOODY'S BOND RATINGS

Aaa  Bonds that are rated Aaa are judged to be of the best quality. They
     carry the smallest degree of investment risk and are generally referred
     to as "gilt edge". Interest payments are protected by a large or by an
     exceptionally stable margin and principal is secure. While the various
     protective elements are likely to change, such changes as can be
     visualized are not likely to impair the fundamentally strong position
     of such issues.

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 to a
     high degree. Such issues are often in default or have other marked
     shortcomings.

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.

                                      A-1
<PAGE>


                      KEY TO STANDARD & POOR'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.


                                      A-2
<PAGE>

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.



                                      A-3
<PAGE>
<PAGE>

                       PART C. OTHER INFORMATION


Item 23.       EXHIBITS

               *   (a)  (1)      Trust Instrument.

               *        (2)      Revised Trust Instrument.

               *   (b)  (1)      By-Laws of Registrant.

               *        (2)      Revised By-Laws of Registrant.

                   (c)           None.

               *   (d)  (1)      Investment Advisory Contract between Registrant
                                 and GE Investment Management, Incorporated with
                                 respect to the U.S. Treasury Money Market Fund.

               *        (2)      Investment Advisory Contract between Registrant
                                 and GE Investment Management, Incorporated with
                                 respect to the U.S. Government Money
                                 Market Fund.

               **       (3)      Investment Advisory Contract between Registrant
                                 and Tempest, Isenhart, Chafee, Lansdowne &
                                 Associates, Inc. with respect to the Aristata
                                 Equity Fund.

               **       (4)      Investment Advisory Contract between Registrant
                                 and Tempest, Isenhart, Chafee, Lansdowne &
                                 Associates, Inc. with respect to the Aristata
                                 Quality Bond Fund.

               **       (5)      Investment Advisory Contract between Registrant
                                 and Tempest, Isenhart, Chafee, Lansdowne &
                                 Associates, Inc. with respect to the Aristata
                                 Colorado Quality Tax-Exempt Fund.

               **       (6)      Investment Advisory Contract between Registrant
                                 and GE Investment Management, Incorporated with
                                 respect to the Prime Money Market Fund.

               **  (e)  (1)      Distribution Agreement between Registrant and


<PAGE>

                                 ALPS Mutual Funds Services, Inc.

               **       (2)      Amended and restated Administration Agreement
                                 between Registrant and ALPS Mutual Funds
                                 Services, Inc.

                   (f)           None.

               *   (g)  (1)      Custodian Contract between Registrant and State
                                 Street Bank and Trust Company.

               *        (2)      Custodian Contract between Registrant and Fifth
                                 Third Bank.

               **   (h) (1)      Transfer Agency and Service Agreement between
                                 Registrant and ALPS Mutual Funds Services, Inc.

               **       (2)      Bookkeeping and Pricing Agreement between
                                 Registrant and ALPS Mutual Funds Services, Inc.

               ***      (3)      Subscription Agreement.

                    (i)          Opinion and Consent of Davis, Graham & Stubbs
                                 LLP, counsel to Registrant is filed
                                 electronically herewith.

                    (j)          Consent of Independent Public Accountants
                                 Deloitte & Touche, LLP is filed electronically
                                 herewith.

                    (k)          None

                    (l)          None

               **** (m)          Distribution Plan - Prime Money Market Fund
                                 Class II

                    (m)          Omitted by Rule Change

               **** (o)          Rule 18f-3 Plan

    *   Filed with Post-Effective Amendment No. 7 to Registrant's Registration
        Statement on August 28, 1997.

    **  Filed with Post-Effective Amendment No. 10 to Registrant's Registration
        Statement on June 12, 1998

    *** Filed with Post-Effective Amendment No. 5 to Registrant's Registration


<PAGE>

        Statement on August 28, 1996.
    ****Filed with Post-Effective Amendment 12 to Registrant's Registration
        Statement on June 29, 1999.

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

          None.

Item 25.  INDEMNIFICATION.

          As permitted by Section 17(h) and (i) of the Investment Company Act of
1940 (the "1940 Act") and pursuant to Article X of the Registrant's Trust
Instrument (Exhibit 1 to the Registration Statement), Section 7 of each
Investment Advisory Agreement (Exhibits 5(a), 5(b), 5(c), 5(d) and 5(e) to this
Registration Statement) and Sections 1.9 and 1.10 of the Distribution Agreement
(Exhibit 6(a) to this Registration Statement), officers, trustees, employees and
agents of the Registrant will not be liable to the Registrant, any shareholder,
officer, trustee, employee, agent or other person for any action or failure to
act, except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.

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

          The Registrant has purchased an insurance policy insuring its officers
and trustees against liabilities, and certain costs of defending claims against
such officers and trustees, to the extent such officers and trustees are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers under certain circumstances.

          Section 7 of each Investment Advisory Contract and Section 1.9 of the
Distribution Contract limit the liability of GE Investment Management, Inc.,
Tempest, Isenhart, Chafee, Lansdowne & Associates, Inc. and ALPS Mutual Funds
Services, Inc.,


<PAGE>

respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.

          The Registrant hereby undertakes that it will apply the
indemnification provisions of its Declaration of Trust, By-Laws, Investment
Advisory Contracts and Distribution Contract in a manner consistent with Release
No. 11330 of the Securities and Exchange Commission under the 1940 Act so long
as the interpretations of Section 17(h) and 17(i) of such Act remain in effect
and are consistently applied.

Item 26.  BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS

          With respect to all Funds, reference is made to "Management of the
Trust" in the Prospectus for each such Fund forming Part A and "Management" in
the Statement of Additional Information for such Funds forming Part B of this
Registration Statement.

          The list required by this Item 28 of officers and directors of GEIM,
together with information as to any other business, profession, vocation or
employment of a substantial nature engaged in by those officers and directors
during the past two years, is incorporated by reference to Schedules A and D of
Form ADV filed by GEIM pursuant to the Investment Advisers Act of 1940, as
amended (SEC File No. 801-31947).

          The list required by this Item 28 of officers and directors of
Tempest, Isenhart, Chafee, Lansdowne & Assocs. ("Tempest"), together with
information as to any other business, profession, vocation or employment of a
substantial nature engaged in by those officers and directors during the past
two years, is incorporated by reference to Schedules A and D of Form ADV filed
by Tempest pursuant to the Investment Advisers Act of 1940, as amended (SEC File
No. 801-11809-3).

Item 27.  PRINCIPAL UNDERWRITER

          (a)  ALPS Mutual Funds Services, Inc. acts as Distributor/Underwriter
               for various other unrelated registered investment companies.

          (b)  Officers and Directors

<TABLE>
<CAPTION>
Name and Principal                       Positions and Offices with                Positions and Offices with
Business Address*                        Registrant                                Underwriter
- -----------------------                  ---------------------------------------   ------------------------------
<S>                                      <C>                                       <C>
W. Robert Alexander                      Chairman of the Board of Trustees and     Chairman and Chief Executive
                                         President                                 Officer and Secretary

Arthur J. L. Lucey                       None                                      President and Director


<PAGE>

Name and Principal                       Positions and Offices with                Positions and Offices with
Business Address*                        Registrant                                Underwriter
- -----------------------                  ---------------------------------------   ------------------------------
Thomas A. Carter                         None                                      Chief Financial Officer


Edmund J. Burke                          None                                      Executive Vice President
                                                                                   and Director
Russell C. Burk                          Secretary                                 General Counsel

Jeremy O. May                            Assistant Treasurer                       Vice Presdent

William N. Paston                        Vice President and Treasurer              Vice President

Rick A. Pederson                         None                                      Director

Chris Woessner                           None                                      Director

John Hannon                              None                                      Director
</TABLE>

- --------------------------
*All addresses are 370 Seventeenth Street, Suite 3100, Denver, Colorado 80202.

          (c)  Not applicable.

Item 28.  LOCATION OF ACCOUNTS AND RECORDS

          All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are
maintained at the offices of ALPS Mutual Funds Services, Inc., General Electric
Investment Management, Inc. and Tempest, Isenhart, Chafee, Lansdowne &
Associates, Inc..

Item 29.  MANAGEMENT SERVICES

          Not applicable.

Item 30.  UNDERTAKINGS.

          (a)  Registrant undertakes to call a meeting of shareholders for the
               purpose of voting upon the removal of a trustee if requested to
               do so by the holders of at least 10% of the Registrant's
               outstanding shares.


<PAGE>

          (a)  Registrant undertakes to provide the support to shareholders
               specified in Section 16(c) of the 1940 Act as though that section
               applied to the Registrant.

          (b)  Registrant hereby undertakes to furnish each person to whom a
               prospectus is delivered with a copy of Registrant's latest annual
               report upon request and without a charge.
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933 and Rule 485(b)
thereunder and the Investment Company Act of 1940, the Registrant certifies that
it has duly caused this Post-Effective Amendment No. 13 of its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, and State of Colorado, on August 27, 1999.
The Registrant further certifies that this Post-Effective Amendment meets all
the requirements for effectiveness under Rule 485(b) of the Securities Act of
1933.


                                                    FINANCIAL INVESTORS
                                                    TRUST (Registrant)



                                                    By: /s/  W. ROBERT ALEXANDER
                                                        ------------------------
                                                        W. Robert Alexander
                                                        Trustee and President


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

Signature                             Title                           Date
- ---------                             -----                           ----

/s/ W. ROBERT ALEXANDER               Trustee and                August 27, 1999
- ------------------------              President
W. Robert Alexander

/s/ ROBERT E. LEE                     Trustee                    August 27, 1998
- -----------------
Robert E. Lee

/s/ MARY K. ANSTINE                   Trustee                    August 27, 1999
- -------------------
Mary K. Anstine

/s/ EDWIN B. CROWDER                  Trustee                    August 27, 1999
- --------------------
Edwin B. Crowder

/s/ JOHN R. MORAN, JR                 Trustee                    August 27, 1999
- ---------------------
John R. Moran, Jr.

<PAGE>

                                INDEX TO EXHIBITS
                            FINANCIAL INVESTORS TRUST


EXHIBIT NUMBER

      (i)            Opinion and Consent of Davis, Graham & Stubbs, LLP.

      (j)            Consent of Independent Public Accountants Deloitte &
                     Touche, LLP.

<PAGE>

Lester R. Woodward
(303) 892-7392






                                 August 24, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

            Re:  Financial Investors Trust (the "Trust"); Amendment to Form N-1A

Dear Ladies and Gentlemen:

          Accompanying this letter for filing on behalf of the above-referenced
Trust under Rule 485(b) of the Securities Act of 1933, as amended, is
Post-Effective Amendment No. 13 to the Trust's Registration Statement on Form
N-1A. This filing reflects non-material changes which the Registrant deems
appropriate.

          The Trust is filing this Amendment pursuant to Rule 485(b) under the
1933 Act, to become effective upon filing. Pursuant to Rule 485(e) under the
1933 Act, we hereby confirm that this firm has reviewed the enclosed Amendment
and that the Amendment does not contain disclosures which would render it
ineligible to become effective pursuant to paragraph (b) of Rule 485.

          We hereby consent to this firm being named in the prospectuses
included in the Registration Statement as counsel to the registrant.

                                        Very truly yours,




                                        Lester R. Woodward
                                                for
               DAVIS, GRAHAM & STUBBS LLP

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No. 13 to Registration Statement No. 33-72424 of Financial Investors Trust on
Form N-1A of our reports dated June 3, 1999, appearing in the Annual Reports of
Financial Investors Trust Funds and Aristata Funds for the year ended April
30, 1999, and to the references to us under the headings "Financial Highlights"
in the Prospectus and "Independent Accountants" in the Statement of Additional
Information, which are part of such Registration Statement.


Deloitte & Touche LLP

Denver, Colorado
August 25, 1999


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