FINANCIAL INVESTORS TRUST, 485BPOS, 2000-08-25

FINANCIAL INVESTORS TRUST
485BPOS, 2000-08-25

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<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000
---------------
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. 19 X
-- -

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-
Amendment No. 21 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):

immediately upon filing pursuant to paragraph (b)
---
X on August 28, 2000, 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 21, 1999.
<PAGE>

QUALITY BOND FUND
[LOGO] PROSPECTUS
AUGUST 28, 2000

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......................................................3

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 ("SAI") 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 Quality Bond Fund ("the Fund") seeks 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 quality. 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.

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
that 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 INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
ADDITIONALLY, THE VALUE OF THE FUND'S SHARES, LIKE BOND 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.

------------------------------------------------------------------------------
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")
-------------------------------------------------------------------------------

--------------------------------------------------------------------------- 1
<PAGE>

SHOULD I INVEST IN THE ARISTATA 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

The following bar chart and table can help you evaluate the potential risks of
investing in the Fund. Both the bar chart and the table show the variability the
Fund has experienced in its performance in the past. THE PAST PERFORMANCE OF THE
FUND DOES NOT INDICATE HOW IT WILL PERFORM IN THE FUTURE AND IS INTENDED TO BE
USED FOR PURPOSES OF COMPARISON ONLY.

The performance shown in the bar chart reflects the expenses associated with
those shares from year to year.

------------------------------------------------------------------------------
WHAT IS THE LEHMAN BROTHERS GOVERNMENT/CREDIT INDEX?

The Lehman Brothers Government/Credit Index is an unmanaged index that is a
broad measure of bond performance that reflects the reinvestment of income
dividends and capital gain distributions, if any, but does not reflect fees,
brokerage commissions, or other expenses of investing.
------------------------------------------------------------------------------

TOTAL RETURN
[CHART]

The Fund's best return for a calendar quarter was 4.09% in the third quarter
of 1998, and the lowest return for a calendar quarter was (0.76%) in the
second quarter of 1999. The year-to-date return as of June 30, 2000, was 2.78%.

The following table lists the Fund's average year-by-year return over the
past one year period and since the inception of the Fund. The table also
compares the average annual total returns of the Fund for the periods shown
to the performance of the Lehman Brothers Government/Credit Index.

AVERAGE ANNUAL TOTAL RETURN
(for the period ended December 31, 1999)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
SINCE INCEPTION
1 YEAR (3/2/98)
------------------------------------------------------------------------------
<S> <C> <C>
ARISTATA QUALITY BOND FUND (0.68)% 3.06%
------------------------------------------------------------------------------
LEHMAN BROTHERS GOVERNMENT/CREDIT INDEX (2.15)% 3.14%
------------------------------------------------------------------------------
</TABLE>

2 ---------------------------------------------------------------------------
<PAGE>

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.

--------------------------------------------------
SHAREHOLDER FEES
(fees paid directly from your investment)
--------------------------------------------------
<S> <C>
Maximum Sales Load None
--------------------------------------------------
Maximum Deferred Sales Charge None
--------------------------------------------------
Redemption Fee None
--------------------------------------------------
Exchange Fee None
--------------------------------------------------

</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund Assets)
(For the year ended April 30, 2000)
---------------------------------------------------------
<S> <C>
Management Fees 0.50%
---------------------------------------------------------
Distribution (12b-1) Fees None
---------------------------------------------------------
Other Expenses 0.25%
---------------------------------------------------------
Total Annual Fund Operating Expenses 0.75%*
---------------------------------------------------------
</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 YEAR THREE YEARS FIVE YEARS TEN YEARS
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ARISTATA QUALITY BOND FUND $77 $240 $417 $930
------------------------------------------------------------------------------------------------
</TABLE>

INVESTMENT DETAILS

INVESTMENT OBJECTIVE -- The Fund seeks 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 quality. 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 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.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------- 3

<PAGE>

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.

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.

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 -----------------------------------------------------------------------------
<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, Giles R. A. Fox, CFA, 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 its 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. Fox earned his B.A. from the University of Western Ontario in 1986 and his
M.B.A. from the University of Virginia in 1990. He was awarded the Chartered
Financial Analyst (CFA) designation in 1995. Mr. Fox joined Tempest Isenhart in
2000. His investment career began in 1990 as a senior analyst/financial
forecaster with the Bank of Nova Scotia in Toronto, Canada. Upon moving to
Denver in 1994, Mr. Fox served as Vice President-Research with Corinthian
Capital, an investment firm specializing in small cap value stocks. In 1999, Mr.
Fox joined Denver Investment Advisors, LLC as a senior analyst with their small
and large cap value funds.

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.

--------------------------------------------------------------------------- 5
<PAGE>

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

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/Credit
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 2.06% 2.11% 3.00%
1978 $2,009,274 -2.75% -2.70% 1.20%
1979 $2,420,222 -6.05% -6.01% 2.30%
1980 $3,454,650 -5.34% -5.29% 3.10%
1981 $5,447,729 3.66% 3.71% 7.30%
1982 $8,763,872 34.76% 34.76% 31.10%
1983 $9,312,049 7.47% 7.53% 8.00%
1984 $12,254,388 14.82% 14.88% 15.00%
1985 $15,825,978 28.57% 28.37% 21.30%
1986 $21,717,302 20.69% 20.75% 15.60%
1987 $21,136,741 -4.12% -4.07% 2.30%
1988 $23,312,790 10.24% 10.29% 7.60%
1989 $30,805,533 21.29% 21.35% 14.00%
1990 $29,695,223 2.90% 2.95% 8.30%
1991 $32,838,982 19.36% 19.42% 16.10%
1992 $35,641,126 8.50% 8.55% 7.60%
1993 $39,889,055 13.55% 13.61% 11.20%
1994 $39,788,637 -6.21% -6.16% -3.50%
1995 $46,617,593 20.96% 21.02% 19.25%
1996 $48,554,576 2.38% 2.43% 2.91%
1997 $56,287,947 8.41% 8.47% 9.75%
</TABLE>

PRIOR PERFORMANCE
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Adviser's Fixed-Income Lehman Brothers
Performance(2) Gov't/Credit
Before Waivers After Waivers Index Return(3)
-------------- ------------- ---------------
<S> <C> <C> <C>
For 5 Years Ended 1997(1) 7.41% 7.47% 7.64%
For 10 Years Ended 1997(1) 9.80% 9.86% 9.14%
Since Inception (August 31, 1976) 8.81% 8.85% 9.55%
---------------------------------------------------------------------------------------------------
</TABLE>

(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 .75%
which is the gross expense ratio that the Fund experienced for the
fiscal period ended April 30, 2000 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.

6 -----------------------------------------------------------------------------
<PAGE>

(3) The Lehman Brothers Government/Credit 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 Government/Credit Index
is not a mutual fund, and you cannot invest in it directly. Also, the
performance of the Lehman Brothers Government/Credit 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 theclose of trading (normally 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 Account Application. You may obtain additional
Account 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 an Account 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
normally 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 Account Application (if your purchase is an initial investment),
to the address indicated on the Account 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 Account 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 Quality Bond Fund
Credit DDA# 22404081
(Account Registration)
(Account Number)

----------------------------------------------------------------------------- 7
<PAGE>

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. For your protection, redemptions may be suspended for
a period of 15 days following an address change.

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:

- your account number and account registration;

- the Fund name from which you are redeeming shares;

- the amount to be redeemed; and

- an authorized signature(s).

BY TELEPHONE. If you have established the telephone redemption privilege on your
Account 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 or tax identification 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.

8 -----------------------------------------------------------------------------
<PAGE>

You cannot redeem shares held in IRAs using 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 and account registration;

- the Fund name from which you are redeeming shares;

- the amount to be redeemed; and

- an authorized signature(s).

Wire and bank transfer redemptions can be made only if the privilege has been
established on your Account 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 Account 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 Aristata Fund. 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 Aristata Fund offered can be obtained without
charge by writing to the Fund at the address listed on the back 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 Aristata Funds 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. For your protection, exchanges may be suspended for a period
of 15 days following an address change.

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 and account registration;

- 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(s).

EXCHANGE BY TELEPHONE. If you have established the telephone exchange privilege
on your Account 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 exchange
your investment; and

- the dollar or share amount you wish to exchange.

The conversation may be recorded to protect you and the Fund. See the section
entitled "REDEEMING YOUR SHARES DIRECTLY FROM THE FUND - BY TELEPHONE" earlier
in this Prospectus for a discussion of telephone transactions.

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.

---------------------------------------------------------------------------- 9
<PAGE>

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 adviser.

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. Eastern
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 upon 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." When shares are purchased just before a distribution
("buying a dividend"), the share price will reflect the amount of the upcomig
distribution. Consequently, a portion of the share 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. 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.

10 ---------------------------------------------------------------------------
<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:

ARISTATA QUALITY BOND FUND
-------------------------------------------------------------------
For the Period
For the Year Ended March 2, 1998
April 30, 2000 April 30, 1999 to April 30, 1998
-------------------------------------------------------------------
<S> <C> <C> <C>
SELECTED PER-SHARE DATA:
Net asset value - beginning of period $9.88 $9.97 $10.00
-------------------------------------------------------------------
Income from investment operations:
Net investment income 0.59 0.62 0.10
Net realized and unrealized loss on investments (0.57) (0.08) (0.03)
-------------------------------------------------------------------
Total income from investment operations 0.02 0.54 0.07
-------------------------------------------------------------------

Distributions:
From net investment income (0.58) (0.61) (0.10)
From net realized gain - (0.02) -
-------------------------------------------------------------------
Total distributions (0.58) (0.63) (0.10)
-------------------------------------------------------------------
Net asset value - end of period $9.32 $9.88 $9.97
===================================================================
TOTAL RETURN 0.28% 5.49% 0.69%
===================================================================
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000) $42,408 $51,980 $57,510
===================================================================
Ratio of expenses to average net assets 0.68% 0.65% 0.65%(1)
===================================================================
Ratio of net investment income to
average net assets 6.16% 6.10% 6.00%(1)
===================================================================
Ratio of expenses to average net
assets without fee waivers 0.75% 0.76% 0.83%(1)
===================================================================
Ratio of net investment income to
average net assets without fee waivers 6.10% 5.99% 5.82%(1)
===================================================================
Portfolio turnover rate 10.06% 9.79% 11.44%(1)
===================================================================
</TABLE>
(1) Annualized

--------------------------------------------------------------------------- 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 --------------------------------------------------------------------------
<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. Copies of this information may also be obtained,
upon payment of a duplicating fee, by electronic request at the following
e-mail address: [email protected].

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 1-202-942-8090.

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 - Are NOT insured by the FDIC, a
ALPS Mutual Funds Services, Inc. bank or any agency of the U.S.
370 Seventeenth Street Government.
Suite 3100 - Are NOT bank deposits or
Denver, CO 80202 other obligations of or guaranteed
by a bank.
- Involve investment risks, including
the possible loss of the principal
amount invested.

[LOGO]
MUTUAL FUNDS SERVICES
MEMBER NASD

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

[LOGO] EQUITY FUND
A CLASS ABOVE PROSPECTUS
AUGUST 28, 2000

[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................................... 3

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 ("SAI") 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 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
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.

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 an 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 INSURED 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 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.

-------------------------------------------------------------------------------
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 Funds Services, Inc. ("ALPS")
-------------------------------------------------------------------------------

---------------------------------------------------------------------------- 1
<PAGE>

PERFORMANCE

The following bar chart and table can help you evaluate the potential risks
of investing in the Fund. Both the bar chart and the table show the
variability the Fund has experienced in its performance in the past. THE PAST
PERFORMANCE OF THE FUND DOES NOT INDICATE HOW IT WILL PERFORM IN THE FUTURE
AND IS INTENDED TO BE USED FOR PURPOSES OF COMPARISON ONLY.

The performance shown in the bar chart reflects the expenses associated with
those shares from year to year.

-------------------------------------------------------------------------------
WHAT IS THE STANDARD & POOR'S 500 INDEX?

The Standard & Poor's 500 Index is an unmanaged index containing common
stocks of 500 industrial, transportation, utility, and financial companies,
regarded as generally respresentative of the U.S. Stock Market. The Index
return reflects the reinvestment of income dividends and capital gain
distributions, if any, but does not reflect fees, brokerage commissions, or
other expenses of investing.
-------------------------------------------------------------------------------

TOTAL RETURN
<TABLE>
<S> <C>
12/31/99 6.78%
</TABLE>

The Fund's best return for a calendar quarter was 14.90% for the second
quarter of 1999, and the lowest return for a calendar quarter was(9.29%) for
the third quarter of 1999. The year-to-date return as of June 30, 2000, was
2.41%.

-------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
(FOR THE PERIOD ENDED DECEMBER 31, 1999)
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
SINCE INCEPTION
1 YEAR (3/2/98)
<S> <C> <C>
-------------------------------------------------------------------------------
ARISTATA EQUITY FUND 6.78% 7.03%
-------------------------------------------------------------------------------
STANDARD & POOR'S 500 INDEX 20.99% 21.78%
-------------------------------------------------------------------------------
</TABLE>

2 ----------------------------------------------------------------------------
<PAGE>

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

-------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
expenses that are deducted from Fund Assets
for the year ended April 30,2000
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Management Fees 0.85%
-------------------------------------------------------------------------------
Distribution (12b-1) Fees None
-------------------------------------------------------------------------------
Other Expenses 0.24%
-------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.09%*
-------------------------------------------------------------------------------
</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 1.05% 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 YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
ARISTATA EQUITY
FUND $111 $347 $601 $1,327
</TABLE>

INVESTMENT DETAILS

INVESTMENT OBJECTIVE -- 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 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, business cycle and industry conditions can
create undervalued stock prices.

----------------------------------------------------------------------------- 3
<PAGE>

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:

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.

OTHER INVESTMENT RISKS -- The Fund is also subject to certain other
non-principal 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 that 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 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.

--------------------------------------------------------------------------------
HOW DOES THE ADVISER INDENTIFY 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 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 and 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.

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

4 -----------------------------------------------------------------------------
<PAGE>

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 (ADRS): 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.

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.

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, Giles R. A. Fox, CFA,
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 its 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.

----------------------------------------------------------------------------- 5
<PAGE>

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.

Mr. Fox earned his B.A. from the University of Western Ontario in 1986 and his
M.B.A. from the University of Virginia in 1990. He was awarded the Chartered
Financial Analyst (CFA) designation in 1995. Mr. Fox joined Tempest Isenhart
in 2000. His investment career began in 1990 as a senior analyst/financial
forecaster with the Bank of Nova Scotia in Toronto, Canada. Upon moving to
Denver in 1994, Mr.Fox served as Vice President-Research with Corinthian
Capital, an investment firm specializing in small cap value stocks. In 1999,
Mr. Fox joined Denver Investment Advisors, LLC as a senior analyst with their
small and large cap value funds.

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.

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

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
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.

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 -1.03% -0.99% -7.40%
1978 $2,761,815 8.07% 8.11% 6.50%
1979 $4,296,091 32.13% 32.18% 18.50%
1980 $8,555,330 53.75% 53.81% 32.40%
1981 $8,576,467 -3.92% -3.88% -5.00%
1982 $9,303,758 22.79% 22.84% 21.60%
1983 $11,429,058 16.91% 16.96% 22.60%
1984 $12,488,443 4.03% 4.07% 6.40%
1985 $17,084,735 36.66% 36.71% 31.90%
1986 $21,918,621 16.29% 16.33% 18.80%
1987 $21,331,298 0.01% -0.34% 5.20%
1988 $23,289,415 20.08% 20.13% 16.50%
</TABLE>

6 -----------------------------------------------------------------------------
<PAGE>

<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>
1989 $29,968,045 23.09% 23.14% 31.70%
1990 $29,015,064 -9.16% -9.13% -3.20%
1991 $42,041,677 18.98% 19.02% 30.50%
1992 $49,730,021 10.93% 10.98% 7.60%
1993 $60,287,572 15.68% 15.72% 10.10%
1994 $62,698,066 -4.55% -4.52% 1.20%
1995 $77,240,261 26.71% 26.76% 37.40%
1996 $89,294,058 15.98% 16.03% 22.94%
1997 $96,455,061 26.48% 26.53% 33.29%
</TABLE>

PRIOR PERFORMANCE
AVERAGE ANNUAL TOTAL RETURN
<TABLE>
<CAPTION>
Adviser's Equity
Performance(2) S&P 500 Index
Before Waivers After Waivers Return(3)
-------------- ------------- -------------
<S> <C> <C> <C>
For 5 Years Ended 1997(1) 15.46% 15.51% 20.20%
For 10 Years Ended 1997(1) 13.78% 13.83% 18.00%
Since Inception (August 31, 1976) 14.96% 14.98% 15.42%
</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 1.09% which is the
gross expense ratio that the Fund experienced for the fiscal period
ended April 30, 2000 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 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 the close of trading (normally 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

INVESTING THROUGH YOUR BROKER OR INVESTMENT ADVISER

----------------------------------------------------------------------------- 7
<PAGE>

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.

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 Account Application (if your purchase is an initial
investment), to the address indicated on the Account 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 Account 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 Account 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.

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

8 -----------------------------------------------------------------------------
<PAGE>

consider alternative methods of communications during such times.

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

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:

- your account number and account registration;

- the Fund name from which you are redeeming shares;

- the amount to be redeemed; and

- an authorized signature(s).

BY TELEPHONE. If you have established the telephone redemption privilege on
your Account 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 or tax identification number and
account registration;

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

- the amount to be redeemed.

You cannot redeem shares held in IRAs using 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 and account registration;

- the Fund name from which you are redeeming shares;

- the amount to be redeemed; and

- an authorized signature(s).

EXCHANGE OF FUND SHARES

----------------------------------------------------------------------------- 9
<PAGE>

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
Aristata Funds 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. For your protection,
exchanges may be suspended for a period of 15 days following an address change.

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 and account registration

- 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(s).

- 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 exchange
your investment; and

- the dollar or share amount you wish to exchange.

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 adviser.

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. Eastern 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 upon 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.

10 ----------------------------------------------------------------------------
<PAGE>

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.

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. 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.

---------------------------------------------------------------------------- 11
<PAGE>

FINANCIAL HIGHLIGHTS

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

ARISTATA EQUITY FUND
-----------------------------------------------------------
For the Period
For the Year Ended March 2, 1998
April 30, 2000 April 30, 1999 to April 30, 1998
-----------------------------------------------------------
<S> <C> <C> <C>
SELECTED PER-SHARE DATA:
Net asset value - beginning of period $11.11 $10.44 $10.00
-----------------------------------------------------------
Income from investment operations:
Net investment income 0.12 0.14 0.01
Net realized and unrealized gain (loss) on investments (0.01) 0.81 0.44
-----------------------------------------------------------

Total income from investment operations 0.11 0.95 0.45
-----------------------------------------------------------

Distributions:
From net investment income (0.12) (0.14) (0.01)
From net realized gain (1.76) (0.14) -
-----------------------------------------------------------

Total distributions (1.88) (0.28) (0.01)
-----------------------------------------------------------

Net asset value - end of period $9.34 $11.11 $10.44
===========================================================

TOTAL RETURN 2.23% 9.39% 4.54%
===========================================================

RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000) $73,076 $94,373 $101,614
===========================================================

Ratio of expenses to average net assets 1.01% 0.95% 0.95%(1)
===========================================================
Ratio of net investment income to
average net assets 1.20% 1.41% 0.84%(1)
===========================================================
Ratio of expenses to average net
assets without fee waivers 1.09% 1.11% 1.17%(1)
===========================================================
Ratio of net investment income to
average net assets without fee waivers 1.12% 1.25% 0.62%(1)
===========================================================

Portfolio turnover rate 16.63% 25.26% 14.20%(1)
===========================================================
</TABLE>

(1) Annualized

12 ----------------------------------------------------------------------------
<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
<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 OSECO) 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. Copies of this information may also be obtained,
upon payment of a duplicating fee, by electronic request at the following e-mail
address: [email protected].

ANNUAL AND SEMI-ANNUAL REPORTS

==================================================================
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 - Are NOT insured by the FDIC
ALPS Mutual Funds Services, Inc. bank or any agency of the U.S.
370 Seventeenth Street Government.
Suite 3100 - Are NOT bank deposits or
Denver, CO 80202 other obligations of or guaranteed
by a bank.
- Involve investment risks, including
the possible loss of the primcipal
[LOGO] amount invested.
MUTUAL FUNDS SERVICES
MEMBER NASD

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

[LOGO]
COLORADO QUALITY
TAX-EXEMPT FUND
PROSPECTUS
AUGUST 28, 2000

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 .................................................3

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

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

How Do I Invest in the Fund? ..................................................8

Financial Highlights .........................................................12

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

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

INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND RISKS

INVESTMENT OBJECTIVE -- The Aristata Colorado Quality Tax-Exempt Fund (the
"Fund") seeks 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.

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.

- 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.

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

GOAL:
To provide 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")
--------------------------------------------------------------------------------

---------------------------------------------------------------------------- 1
<PAGE>

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

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

The following bar chart and table can help you evaluate the potential risks of
investing in the Fund. Both the bar chart and the table show the variability
the Fund has experienced in its performance in the past. THE PAST PERFORMANCE
OF THE FUND DOES NOT INDICATE HOW IT WILL PERFORM IN THE FUTURE AND IS INTENDED
TO BE USED FOR PURPOSES OF COMPARISON ONLY.

The performance shown in the bar chart reflects the expenses associated with
those shares from year to year.

--------------------------------------------------------------------------------
WHAT IS THE LEHMAN BROTHERS MUNICIPAL BOND INDEX?

The Lehman Brothers Municipal Bond Index is an unmanaged index that is a broad
measure of tax-exempt bond performance that reflects the reinvestment of income
dividends and capital gain distributions, if any, but does not reflect fees,
brokerage commissions, or other expenses of investing.
--------------------------------------------------------------------------------

TOTAL RETURN

CHART]

The Fund's best return for a calendar quarter was 2.43% for the third quarter of
1998, and the lowest return was (1.35%) for the second quarter of 1999. The
year-to-date return as of June 30, 2000, was 2.92%.

2 -----------------------------------------------------------------------------
<PAGE>

The following table lists the Fund's average year-by-year return over the past
one year period and since the inception of the Fund. The table also compares
the average annual total returns of the Fund for the periods shown to the
performances of the Lehman Brothers Municipal Bond Index.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
(for the period ended December 31, 1999)
--------------------------------------------------------------------------------
1 YEAR SINCE INCEPTION
(3/2/98)
--------------------------------------------------------------------------------
<S> <C> <C>
ARISTATA COLORADO QUALITY (.45)% 2.41%
TAX-EXEMPT
--------------------------------------------------------------------------------
LEHMAN BROTHERS MUNICIPAL BOND
INDEX (2.07)% 1.76%
--------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from Fund Assets)
for the year ended April 30, 2000
-------------------------------------------------
<S> <C>
Management Fees 0.50%
-------------------------------------------------
Distribution (12b-1) Fees None
-------------------------------------------------
Other Expenses 0.43%
-------------------------------------------------
Total Annual Fund Operating Expenses 0.93%*
-------------------------------------------------
</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.
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ARISTATA COLORADO QUALITY TAX-EXEMPT FUND $95 $296 $514 $1,142
-------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------- 3
<PAGE>

INVESTMENT DETAILS

INVESTMENT OBJECTIVE -- The Fund seeks 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.

"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.

OTHER INVESTMENT RISKS -- The Fund is also subject to certain other
non-principal 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

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

4 -----------------------------------------------------------------------------
<PAGE>

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
obligations 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.

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 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.

---------------------------------------------------------------------------- 5
<PAGE>

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, Giles R. A. Fox, CFA, 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 its 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. Fox earned his B.A. from the University of Western Ontario in 1986 and his
M.B.A. from the University of Virginia in 1990. He was awarded the Chartered
Financial Analyst (CFA) designation in 1995. Mr. Fox joined Tempest Isenhart
in 2000. His investment career began in 1990 as a senior analyst/financial
forecaster with the Bank of Nova Scotia in Toronto, Canada. Upon moving to
Denver in 1994, Mr. Fox served as Vice President-Research with Corinthian
Capital, an investment firm specializing in small cap value stocks. In 1999,
Mr. Fox joined Denver Investment Advisors, LLC as a senior analyst with their
small and large cap value funds.

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.

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

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.

6 ----------------------------------------------------------------------------
<PAGE>

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.

Assets Included in Adviser's Municipal
Adviser's Municipal Performance(2) Lehman Brothers
Year(1) Performance Before Waivers After Waivers Municipal Bond Index(3)
---- ----------- -------------- ------------- --------------------
<S> <C> <C> <C> <C>
1976(4) $249,464 4.87% 5.01%
1977 $262,787 7.25% 7.71% Index Not
1978 $833,728 -1.56% -1.13% Available
1979 $854,732 -3.84% -3.42% Until 1980
1980 $790,883 -19.35% -18.99% -8.90%
1981 $725,230 -10.22% -9.83% -10.20%
1982 $3,469,564 30.80% 31.35% 40.90%
1983 $5,126,081 5.22% 5.67% 8.10%
1984 $6,702,900 8.41% 8.87% 10.60%
1985 $11,636,383 23.42% 23.94% 20.00%
1986 $18,092,331 20.61% 21.12% 19.30%
1987 $18,170,711 -4.10% -3.69% 1.50%
1988 $19,711,632 12.31% 12.79% 10.20%
1989 $19,893,827 13.65% 14.13% 10.80%
1990 $20,173,419 5.44% 5.89% 7.60%
1991 $21,055,078 11.31% 11.78% 10.80%
1992 $21,624,650 8.16% 8.63% 7.50%
1993 $23,382,449 10.15% 10.62% 9.94%
1994 $23,906,936 -3.24% -2.82% -3.52%
1995 $27,173,100 11.15% 11.63% 12.86%
1996 $25,234,140 3.93% 4.38% 3.70%
1997 $25,291,237 6.13% 6.59% 7.08%
</TABLE>

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

Adviser's Municipal
Performance(2) Lehman Brothers
Before Waivers After Waivers Municipal Bond Index(3)
-------------- ------------- --------------------
<S> <C> <C> <C>
For 5 Years Ended 1997(1) 5.50% 5.95% 5.86%
For 10 Years Ended 1997(1) 7.79% 8.25% 7.60%
Since Inception (August 31, 1976) 6.01% 6.47% 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 .93% which is the gross expense
ratio that the Fund experienced for the fiscal period ended April 30, 2000
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 Bond Index represents an unmanaged portfolio
of tax-exempt securities. The Lehman Brothers Municipal Bond Index is not a
mutual fund, and you cannot invest in it directly. Also, the performance of
the Lehman Brothers Municipal 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.

----------------------------------------------------------------------------- 7
<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 the close of trading (normally 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. Any subsequent
investments must be at least $50. All initial investments should be
accompanied by a completed Account Application. You may obtain additional
Account 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 an Account 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
normally 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 Account Application (if your purchase is an
initial investment), to the address indicated on the Account 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 Account 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)

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.

8 ----------------------------------------------------------------------------
<PAGE>

HOW DO I REDEEM FUND SHARES?

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.

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

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:

- your account number and account registration;

- the Fund name from which you are rerdeeming shares;

- the amount to be redeemed; and

- an authorized signature(s).

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

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

- the amount to be redeemed.

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 and account registration;

- the Fund name from which you are redeeming shares;

----------------------------------------------------------------------------- 9
<PAGE>

- the amount to be redeemed; and

- an authorized signature(s).

EXCHANGE OF FUND SHARES

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 and account registration;

- 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(s).

- 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 exchange
your investment; and

- the dollar or share amount you wish to exchange.

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. Eastern Time) each
day that the Exchange is open.

10 ----------------------------------------------------------------------------
<PAGE>

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 upon 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.

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." When shares are purchased just before a distribution
("buying a dividend"), the share price will reflect the amount of the upcoming
distribution. Consequently, a portion of the share 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
tax consequences generally affecting the Fund and its shareholders, and no
attempt has been made to discuss individual tax consequences. Shareholders
should consult their tax advisers for details and up-to-date information on the
federal and state tax laws to determine whether the Fund is suitable given your
particular tax situation.

---------------------------------------------------------------------------- 11
<PAGE>

FINANCIAL HIGHLIGHTS

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

ARISTATA COLORADO QUALITY TAX-EXEMPT FUND
--------------------------------------------------------------
For the Period
For the Year Ended March 2, 1998
April 30, 2000 April 30, 1999 to April 30, 1998
------------------------------------------------------------
<S> <C> <C> <C>

SELECTED PER-SHARE DATA:
Net asset value - beginning of period $9.89 $9.94 $10.00
-----------------------------------------------------------
Income from investment operations:
Net investment income 0.46 0.49 0.08
Net realized and unrealized gain (loss) on investments ( 0.45) 0.04 (0.06)
-----------------------------------------------------------
Total income from investment operations 0.01 0.53 0.02
------------------------------------------------------------

Distributions:
From net investment income (0.46) (0.49) (0.08)
From net realized gain (0.09) (0.09) -
------------------------------------------------------------
Total distributions (0.55) (0.58) (0.08)
------------------------------------------------------------
Net asset value - end of period $9.35 $9.89 $9.94
============================================================
TOTAL RETURN 0.16% 5.40% 0.22%
============================================================
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000) $13,799 $17,502 $23,381
============================================================
Ratio of expenses to average net assets 0.48% 0.45% 0.45%(1)
============================================================
Ratio of net investment income to
average net assets 4.85% 4.85% 5.00%(1)
============================================================
Ratio of expenses to average net
assets without fee waivers 0.93% 0.91% 0.92%(1)
============================================================
Ratio of net investment income to
average net assets without fee waivers 4.41% 4.40% 4.53%(1)
============================================================
Portfolio turnover rate 12.41% 7.86% 17.64%(1)
============================================================
</TABLE>

(1) Annualized

12 ----------------------------------------------------------------------------
<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.

--------------------------------------------------------------------------- A-1
<PAGE>

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 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.

A-2 ---------------------------------------------------------------------------
<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)

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. Copies of this information may also be obtained,
upon payment of a duplicating fee, by electronic request at the following e-mail
address: [email protected].

ANNUAL AND SEMI-ANNUAL REPORTS

========================================================================
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 ARISTATA FUNDS
ALPS Mutual Funds Services, Inc. - Are NOT insured by the FDIC, a bank
370 Seventeenth Street or any agency of the U.S. Government.
Suite 3100 - Are NOT bank deposits or other
Denver, CO 80202 obligations of or guaranteed by a
bank.
- Involve investment risks, including
the possible loss of the principal
amount invested.

ALPS
[LOGO]
MUTUAL FUNDS SERVICES
MEMBER NASD

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

[GRAPHIC] FINANCIAL
INVESTORS
TRUST

PRIME MONEY MARKET FUND
CLASS 1

PROSPECTUS
AUGUST 28, 2000

[LOGO]
GE ASSET MANAGEMENT

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

We bring good things to life

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? ......................................... 5

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

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

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 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 will only 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.

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 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 INSURED 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.

--------------------------------------------------------------------------------
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-Bank and Mortgate-Related Securities.

INVESTMENT ADVISER (THE "ADVISER"):
- General Electric Asset Management, Inc. ("GEAM", formerly General Electric
investment Management, Inc.)

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

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

----------------------------------------------------------------------------- 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]

During the period shown in the chart for the Fund, the highest return for a
quarter was 1.42% (quarter ending December 1999), and the lowest return for a
quarter was 1.14% (quarter ending March 1999). The Fund's year-to-date return
for the period ended June 30, 2000 was 2.99%.

AVERAGE ANNUAL TOTAL RETURNS
(for the period ended December 31, 1999)

<TABLE>
<CAPTION>
INCEPTION 1 SINCE
DATE YEAR INCEPTION
--------------------------------------------------------------------------------
<S> <C> <C> <C>
PRIME MONEY MARKET FUND - CLASS 1 DECEMBER 10, 1998 5.08% 5.12%
</TABLE>

2 -----------------------------------------------------------------------------
<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%
--------------------------------------------------
Dustribution (12b-1) Fees None
--------------------------------------------------
Other Expenses 0.24%*
--------------------------------------------------
Total Annual Fund Operating Expenses 0.28%
--------------------------------------------------
Fee Waiver (0.08)%*
--------------------------------------------------
Net Annual Fund Operating Expenses 0.20%
--------------------------------------------------
</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, 2001. As a result, Net Annual Fund
Operating Expenses for the Fund will be no more than
0.20% for that period. You will be notified if these
waivers are reduced 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>
PRIME MONEY MARKET FUND $20 $82 $149 $348
</TABLE>

----------------------------------------------------------------------------- 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 -- 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 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.

In selecting securities for the Fund, the Adviser examines the yields and
maturities on various types 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.

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.

- 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.

4 -----------------------------------------------------------------------------

<PAGE>

- 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.

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 GEAM and General Electric Investment Corporation ("GEIC"), an
affiliated company of GEAM, wholly owned by GE, and their predecessors, GE
has more than 70 years of investment management experience. GEAM and GEIC
collectively provide investment management services to various institutional
accounts with total assets as of June 30, 2000 of approximately $116 billion,
of which approximately $30 billion was invested in mutual 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, 2000, 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, 2001. 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 0.20% of the
average net assets of the Fund.

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)

----------------------------------------------------------------------------- 5
<PAGE>

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 A NOTARY 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."

6 -----------------------------------------------------------------------------
<PAGE>

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.

EXCHANGE OF FUND SHARES

You may sell your Fund shares and buy shares of the U.S. Government Money
Market Fund or the U.S. Treasury 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 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.

----------------------------------------------------------------------------- 7
<PAGE>

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

<PAGE>

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest
outstanding throughout the period indicated(1):

<TABLE>
<CAPTION>
For the
For the Period
Year December 10,
Ended 1998 to
April 30, 2000 April 30, 1999(1)
------------------------------------------------------------------------------

Class I
------------------------------------------------------------------------------
<S> <C> <C>
Net asset value - beginning of period $1.00 $1.00
---------------------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.02
---------------------------------------------------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income (0.05) (0.02)
---------------------------------------------------------------------------------------------------------------------------
Net asset value - end of period $1.00 $1.00
===========================================================================================================================
Total return 5.43% 4.82%(2)
===========================================================================================================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) $140,005 $167,257
===========================================================================================================================
Ratio of expenses to average net assets 0.20% 0.20%(2)
===========================================================================================================================
Ratio of net investment income to
average net assets 5.37% 4.71%(2)
===========================================================================================================================
Ratio of expenses to average net assets
without fee waivers 0.28% 0.66%(2)
===========================================================================================================================
Ratio of net investment income to
average net assets without fee waivers 5.28% 4.25%(2)
===========================================================================================================================
</TABLE>

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

----------------------------------------------------------------------------- 9
<PAGE>

APPENDIX

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

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 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 placements.

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.

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.

A-1 ---------------------------------------------------------------------------
<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.

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information
about the Fund's investments.

==========================================================================
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.

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

[LOGO] FINANCIAL INVESTORS TRUST
FUNDS
GE ASSET MANAGEMENT
--------------- - Are NOT insured by the FDIC, a
We bring good things to life bank or any agency of the U.S.
Government.
[LOGO] - Are NOT bank deposits or
other obligations of or guaranteed
by a bank.
MUTUAL FUNDS SERVICES - Involve investment risks, including
MEMBER NASD 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 28, 2000

[LOGO]
GE ASSET MANAGEMENT
_________________
WE BRING GOOD THINGS TO LIFE

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? . . . . . . . . . . . . . . . . . . . . . . . . . . 5

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

Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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

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 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 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.

SHOULD I INVEST IN THE PRIME MONEY MARKET FUND?

The Class II shares of the Fund are intended for institutional 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.

-------------------------------------------------------------------------------
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 Asset Management, Inc.
("GEAM", formerly General Electric
Investment Management, Inc.)

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

----------------------------------------------------------------------------- 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>
12/31/99 4.83%
</TABLE>

During the period shown in the chart for the Fund, the highest return for a
quarter was 1.36% (quarter ending December 1999), and the lowest return for a
quarter was 1.07% (quarter ending March 1999). The Fund's year-to-date return
for the period ended June 30, 2000 was 2.85%.

AVERAGE ANNUAL TOTAL RETURNS
(for the period ended December 31, 1999)

<TABLE>
<CAPTION>
-------------------------------------------------------
INCEPTION 1 SINCE
DATE YEAR INCEPTION
-----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PRIME MONEY MARKET FUND - CLASS II December 23, 1998 4.83% 4.89%
-----------------------------------------------------------------------------------------------
</TABLE>

2 ----------------------------------------------------------------------------
<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 investments)
----------------------------------------------------------------
<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 Exenses 0.28%*
------------------------------------------
Total Annual Fund Operating
Expenses 0.57%
------------------------------------------
Fee Waiver (0.12)%*
------------------------------------------
Net Annual Fund Operating
Expenses 0.45%
-------------------------------------------
</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,
2001. As a result, Net Annual Fund Operating
Expenses for the Fund will be no more than
0.45% for that period. You will be notified
if these waivers are reduced 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>
PRIME MONEY MARKET FUND $46 $171 $306 $702
-------------------------------------------------------------------------------------------------
</TABLE>

-------------------------------------------------------------------------- 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 -- 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 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.

In selecting securities for the Fund, the Adviser examines the yields and
maturities on various types 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. 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.

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

- 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.

- 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.

4 ----------------------------------------------------------------------------
<PAGE>

- 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.

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 GEAM and General Electric Investment Corporation ("GEIC"), an affiliated
company of GEAM, wholly owned by GE, and their predecessors, GE has more than 70
years of investment management experience. GEAM and GEIC collectively provide
investment management services to various institutional accounts with total
assets as of June 30, 2000 of approximately $116 billion, of which approximately
$30 billion was invested in mutual 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. GEAM 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, 2000, 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, 2001. 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 0.45% of the average net
assets of the Fund.

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)

--------------------------------------------------------------------------- 5

<PAGE>

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

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.

(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 ---------------------------------------------------------------------------
<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 U.S. Treasury 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?

--------------------------------------------------------------------------- 7
<PAGE>

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.

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 ---------------------------------------------------------------------------
<PAGE>

DISTRIBUTION PLAN

The Trustees 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 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,
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 Administration
Fee, and will reduce the net income and total return of that Class.

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout the
period indicated(1):

For the
For the Period
Year December 23,
Ended 1998 to
April 30, 2000 April 30, 1999(1)
-----------------------------------------------------------------------------

Class II
-----------------------------------------------------------------------------
<S> <C> <C>
Net asset value - beginning of period $1.00 $1.00
---------------------------------------------------------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.05 0.02
---------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) $32 $2
===========================================================================================================================
Ratio of expenses to average net assets 0.45% 0.45%(2)
===========================================================================================================================
Ratio of net investment income to
average net assets 5.11% 4.53%(2)
===========================================================================================================================
Ratio of expenses to average net assets
without fee waivers 0.57% 1.24%(2)
===========================================================================================================================
Ratio of net investment income to
average net assets without fee waivers 4.99% 3.74%(2)
===========================================================================================================================
</TABLE>

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

--------------------------------------------------------------------------- 9
<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.

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 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 placements.

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.

A-1 -------------------------------------------------------------------------

<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")

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. Copies of this information may also be obtained,
upon payment of a duplicating fee, by electronic request at the following e-mail
address: [email protected].

ANNUAL AND SEMI-ANNUAL REPORTS

The Fund's annual and semi-annual reports provide additional information about
the Fund's investments.

==================================================================
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.
==================================================================

[LOGO] FINANCIAL INVESTORS TRUST FUNDS

GE Asset Management - Are NOT insured by the FDIC, a
--------- bank or any agency of the U.S.
We bring good things to life Government.
- Are NOT bank deposits or
other obligations of or guaranteed
by a bank.
- Involve investment risks, including
[LOGO] the possible loss of the principal
amount invested.
MUTUAL FUNDS SERVICES
MEMBER NASD

Investment Company Act File No. 811-08194

SPONSOR AND DISTRIBUTOR

<PAGE>

[GRAPHIC] FINANCIAL
INVESTORS
TRUST

U.S. GOVERNMENT
MONEY MARKET FUND

PROSPECTUS
AUGUST 28, 2000

[LOGO]

GE ASSET MANAGEMENT

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

We bring good things to life

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 Risk.........................................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. 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.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED 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.

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.

--------------------------------------------------------------------------------
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 Asset Management, Inc, ("GEAM", formerly General Electric
Investment Management, Inc.)

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

----------------------------------------------------------------------------- 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
<TABLE>
<S> <C>
12/31/95 5.93%
12/31/96 5.08%
12/31/97 5.44%
12/31/97 5.39%
12/31/99 4.95%
</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, 2000 was 2.91%.

AVERAGE ANNUAL TOTAL RETURNS
(for the period ended December 31, 1999)
<TABLE>
<CAPTION>
INCEPTION 1 5 SINCE
DATE YEAR YEAR INCEPTION
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
U.S. GOVERNMENT MONEY MARKET FUND June 7, 1994 4.95% 5.32% 5.21%
</TABLE>

2 -----------------------------------------------------------------------------
<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>
<S> <C>
-----------------------------------------------------------------
SHAREHOLDER FEES
(fees paid directly from your investment)
-----------------------------------------------------------------
Maximum Sales Load None
-----------------------------------------------------------------
Maximum Deferred Sales Charge None
-----------------------------------------------------------------
Redemption None
-----------------------------------------------------------------
Exchange None
-----------------------------------------------------------------
</TABLE>

-----------------------------------------------------------------
-----------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES
(paid from Fund assets)
-----------------------------------------------------------------
<TABLE>
<S> <C>
Management Fees 0.04%
-----------------------------------------------------------------
Distribution (12b-1) fees None
-----------------------------------------------------------------
Other Expenses 0.18%
-----------------------------------------------------------------
Total Annual Fund Operating Expenses 0.22%
-----------------------------------------------------------------
Fee Waiver (0.02)%*
-----------------------------------------------------------------
Net Annual Fund Operating Expenses 0.20%
-----------------------------------------------------------------
</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, 2001. As a result, Net Annual Fund
Operating Expenses for the Fund will be no more than 0.20% for that period.
You will be notified if these waivers are reduced 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. GOVERNMENT MONEY MARKET FUND $20 $69 $122 $278
</TABLE>

----------------------------------------------------------------------------- 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 at least 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.

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.

- 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 (OSAIO) contains additional information
about the risks associated with investing in the Fund.

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 GEAM and General Electric Investment Corporation ("GEIC"), an affiliated
company of GEAM, wholly owned by GE, and their predecessors, GE has more than 70
years of investment management experience. GEAM and GEIC collectively provide
investment management services to various institutional accounts with total
assets as of June 30, 2000 of approximately $116 billion, of which approximately
$30 billion was invested in mutual 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. GEAM 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, 2000, the Fund paid the
Adviser 0.04% of average net assets of the Fund in advisory fees.

4 -----------------------------------------------------------------------------
<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 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 0.20 % of the average net
assets of the Fund.

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 (OFederal
FundsO) 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. 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

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

----------------------------------------------------------------------------- 5
<PAGE>

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.

(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.

EXCHANGE OF FUND SHARES

You may sell your Fund shares and buy shares of the U.S. Treasury 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

6 -----------------------------------------------------------------------------
<PAGE>

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.