QUALIVEST FUNDS, 497, 1996-12-17

QUALIVEST FUNDS
497, 1996-12-17

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<PAGE>

THE QUALIVEST DYNAMIC ALLOCATION SERIES

A SIMPLE, EASY WAY TO SELECT AND MAINTAIN A DIVERSIFIED PORTFOLIO
THAT FITS YOUR INVESTMENT NEEDS

The Qualivest Dynamic Allocation Series helps take the guesswork out of
investing, with four investment portfolios that invest strategically in the
variety of stock and bond funds from the Qualivest Mutual Funds. All you have
to do is determine your tolerance for risk and how long you have to invest.
Qualivest will do the rest, so that you enjoy:

- - A convenient, time-conserving and affordable way to maintain a diversified
portfolio
- - Professional management that keeps your investments on track

ASSET ALLOCATION: THE KEY TO SOLID RETURNS WITH LESS RISK

For over forty years economists have known that the various types of
investments, or asset classes, do not move in unison. When one goes up, another
may go up more or less, or even fall. A downturn in one market might be offset
by a rise in another. But when you combine asset classes in a single portfolio
or investment, it can reduce the ups and downs, giving you the potential for
greater return with less risk.

ALLOCATED PORTFOLIO RETURNS VS. STOCK MARKET RETURNS

[GRAPH] ALLOCATING YOUR INVESTMENT TO
DIFFERENT ASSET CLASSES CAN
REDUCE THE IMPACT OF WIDE
SWINGS IN THE STOCK MARKET AND
STILL PRODUCE TOTAL RETURNS
THAT MAY BE COMPARABLE TO
THOSE OF THE STOCK MARKET.

SOURCE: IBBOTSON ASSOCIATES, INC.; BISYS RESEARCH, 1996. CHART IS FOR
ILLUSTRATION PURPOSES ONLY AND COMPARES A HYPOTHETICAL INVESTMENT COMPRISED OF
50% STANDARD & POOR'S STOCK INDEX AND 50% LEHMAN BROTHERS LONG-TERM
GOVERNMENT/CORPORATE BOND INDEX. THE STANDARD & POOR'S INDEX IS GENERALLY
REPRESENTATIVE OF U.S. STOCKS. AN INVESTOR MAY NOT INVEST IN THESE UNMANAGED
INDICES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. THE PERFORMANCE
SHOWN DOES NOT REPRESENT THAT OF THE QUALIVEST DYNAMIC ALLOCATION SERIES.

NOT PART OF PROSPECTUS
<PAGE>

ALLOCATION DESIGNED FOR YOUR INVESTMENT "PERSONALITY"

The professionals at Qualivest Capital Management, Inc. use their knowledge of
asset classes and access to Wall Street data to build and continuously monitor
allocated portfolios that cover the full spectrum of potential risk and reward.

[GRAPHIC]

THE DYNAMIC ALLOCATION SERIES ENCOMPASSES THE FULL RANGE OF RISK-REWARD
POSSIBILITIES. BY USING DIFFERENT MIXES OF BOND FUNDS, WHICH ARE RELATIVELY
CONSERVATIVE, AND/OR STOCK FUNDS, WHICH CAN BE THE MOST AGGRESSIVE, THE SERIES
ADDRESSES THE NEEDS OF NEARLY EVERY TYPE OF INVESTOR IN ONE OF FOUR INVESTMENT
CHOICES.

CHOOSE THE FUND THAT FITS YOUR INVESTMENT "PERSONALITY"

Each fund in the series is designed and managed to meet the needs of a different
investment personality: Conservative, Balanced, Growth and Aggressive. To
choose the right one for you, consider your tolerance for risk and time horizon.
The greater these are, the more long-term growth you may be able to pursue in
your investment strategy.

YOUR INVESTMENT REPRESENTATIVE CAN HELP

A U.S. Bancorp Securities representative also may be able to help you assess
your personal attitude toward risk and investing, develop a long-term investment
plan and select an appropriate Dynamic Allocation Fund.

NOT PART OF PROSPECTUS

<PAGE>

ALLOCATED CONSERVATIVE FUND
Designed for investors who want limited investment risk, a steady source of
investment income, and modest capital appreciation

[PIE CHART]
Bond Funds - 70%
DIVERSIFIED BOND FUND-35%
INTERMEDIATE BOND FUND-35%

Stock Funds - 30%
LARGE COMPANIES VALUE FUND-10%
SMALL COMPANIES VALUE FUND-5%
INTERNATIONAL OPPORTUNITIES FUND-5%
OPTIMIZED STOCK FUND-10%

ALLOCATED BALANCED FUND
A moderate-risk fund designed to provide the potential for both capital
appreciation and current income

[PIE CHART]
Stock Funds - 60%
LARGE COMPANIES VALUE FUND-20%
SMALL COMPANIES VALUE FUND-10%
INTERNATIONAL OPPORTUNITIES FUND-15%
OPTIMIZED STOCK FUND-15%

Bond Funds - 40%
DIVERSIFIED BOND FUND-25%
INTERMEDIATE BOND FUND-15%

ALLOCATED GROWTH FUND
A fund with moderately high risk that seeks solid long-term capital
appreciation, but with more price stability than the Allocated Aggressive Fund

[PIE CHART]
Stock Funds - 80%
LARGE COMPANIES VALUE FUND-25%
SMALL COMPANIES VALUE FUND-15%
INTERNATIONAL OPPORTUNITIES FUND-20%
OPTIMIZED STOCK FUND-20%

Bond Funds - 20%
DIVERSIFIED BOND FUND-15%
INTERMEDIATE BOND FUND-5%

ALLOCATED AGGRESSIVE FUND
Designed for investors who seek long-term capital appreciation and can accept
more investment risk in exchange for higher potential returns. Stocks have
historically provided investors with the greatest long-term returns, although
they also have a high degree of short-term price volatility.

[PIE CHART]
Stock Funds - 100%
LARGE COMPANIES VALUE FUND-35%
SMALL COMPANIES VALUE FUND-20%
INTERNATIONAL OPPORTUNITIES FUND-25%
OPTIMIZED STOCK FUND-20%

NOT PART OF PROSPECTUS

<PAGE>

FUND EXPENSES SUMMARY - DYNAMIC ALLOCATION SERIES - CLASS A SHARES

Expenses are one of several factors to consider when investing in the Fund.
Below is a summary of the maximum cost of investing in the Fund.

- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 4.00%
- --------------------------------------------------------------------------------

Sales Charge Breakpoints - A Shares

When you purchase Class A shares, the amount of your sales charge will depend
upon the total amount you invest. The table below shows how much you would be
charged as a percentage of the Fund's share price (offering price) on the day
you purchase, and as a percentage of the amount you would invest after the
charge were deducted (net amount).
- --------------------------------------------------------------------------------
Size of Transaction at Offering Price SALES CHARGE AS:
% of % of Net Dealers
Offering Amount Reallowance
Price Invested
- --------------------------------------------------------------------------------
Less than $50,000 4.00% 4.17% 3.60%
$50,000 but less than $100,000 3.25% 3.36% 2.93%
$100,000 but less than $250,000 2.25% 2.30% 2.03%
$250,000 but less than $500,000 1.75% 1.78% 1.58%
$500,000 but less than $1,000,000 1.00% 1.01% 0.90%
$1,000,000 and over 0.00%(1) 0.00%(1) 1.00%(2)
- --------------------------------------------------------------------------------
Annual Operating Expenses
(as a percentage of average net assets)

NOT PART OF PROSPECTUS

<PAGE>

- --------------------------------------------------------------------------------
ALLOCATED GROWTH FUND
- --------------------------------------------------------------------------------
Management Fees 0.05%
12b-1 Fees(3) 0.25%
Other Expenses 0.19%
Total Fund Operating Expenses 0.49%
- --------------------------------------------------------------------------------
ALLOCATED AGGRESSIVE FUND
- --------------------------------------------------------------------------------
Management Fees 0.05%
12b-1 Fees(3) 0.25%
Other Expenses 0.19%
Total Fund Operating Expenses 0.49%
- --------------------------------------------------------------------------------
Expense Ratio

The expense ratio indicates what percentage of the Fund's total net assets were
spent to operate, market and provide shareholder services during the course of a
year.
- --------------------------------------------------------------------------------
Conservative Fund 1.20%
Balanced Fund 1.27%
Growth Fund 1.31%
Aggressive Fund 1.36%
- --------------------------------------------------------------------------------
(1) No initial sales charge applies to purchases of Class A Shares of $1
million or more, although a CDSC of 1.00% will be imposed if these Shares
are redeemed less than one year after purchase. See "Contingent Deferred
Sales Charge ("CDSC") below.

(2) The Distributor pays a commission to dealers who initiate and are
responsible for purchases of $1 million or more. Such commissions are paid
at the rate of 1.00% of the amount under $3 million, 0.50% of the next $47
million, and 0.25% thereafter.

(3) As a result of the payment of 12b-1 fees, long-term shareholders of the
Funds may pay more than the economic equivalent of the maximum front-end
sales charge permitted by the National Association of Securities Dealers,
Inc.

NOT PART OF PROSPECTUS
<PAGE>
QUALIVEST
FUNDS

CLASS A SHARES

QUALIVEST ALLOCATED CONSERVATIVE FUND

QUALIVEST ALLOCATED BALANCED FUND

QUALIVEST ALLOCATED GROWTH FUND

QUALIVEST ALLOCATED AGGRESSIVE FUND

<TABLE>
<S> <C>
INVESTMENT ADVISER LEGAL COUNSEL
Qualivest Capital Management, Inc. Dechert Price & Rhoads
P.O. Box 2758 1500 K Street, N.W.
Portland, Oregon 97208 Washington, D.C. 20005-1208

ADMINISTRATOR & DISTRIBUTOR AUDITORS
BISYS Fund Services Deloitte & Touche LLP
1700 Courthouse Plaza
3435 Stelzer Road Northeast
Columbus, Ohio 43219-3035 Dayton, Ohio 45402
</TABLE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Prospectus Summary..................................................... 2
Fund Expenses.......................................................... 4
Fee Tables............................................................. 5
Selected Financial Information......................................... 7
Investment Objectives and Policies..................................... 8
Investment Objectives and Policies--Underlying Funds................... 10
Underlying Funds' Investment Techniques and Risk Factors............... 17
Valuation of Shares.................................................... 24
Purchasing Shares...................................................... 25
Sales Charges.......................................................... 27
Qualivest Individual Retirement Accounts ("IRA")....................... 31
Redeeming Shares....................................................... 32
Management of the Funds................................................ 34
Distribution Plans..................................................... 39
Dividends and Taxes.................................................... 40
General Information.................................................... 42
</TABLE>

PROSPECTUS DATED DECEMBER 1, 1996

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST
OR ITS DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST
OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
<PAGE>
QUALIVEST FUNDS

3435 Stelzer Road

Columbus, Ohio 43219 1-800-743-8637

Qualivest Funds (the "Trust") is an open-end management investment company
which currently offers fifteen separate diversified investment portfolios
("funds"), each with different investment objectives and policies. These funds
enable the Trust to meet a wide range of investment needs. This Prospectus
relates only to the following funds (the "Funds"), which are marketed as the
"Dynamic Allocation Series":

- Qualivest Allocated Conservative Fund;

- Qualivest Allocated Balanced Fund;

- Qualivest Allocated Growth Fund; and

- Qualivest Allocated Aggressive Fund.

Each Fund seeks its investment objective by investing in a diversified
portfolio of certain of the other funds offered by the Trust (the "Underlying
Funds").

Qualivest Capital Management, Inc. ("Qualivest"), Portland, Oregon, a
subsidiary of the United States National Bank of Oregon ("U.S. Bank"), acts as
the investment adviser to each of the Funds.

Additional information about the Trust and each of the Funds, contained in a
Statement of Additional Information dated December 1, 1996, has been filed with
the Securities and Exchange Commission and is available upon request without
charge by writing to the Trust at its address or by calling the Trust at the
telephone number shown above. The Statement of Additional Information is
incorporated herein by reference.

The Trustees of the Trust have divided beneficial ownership of each fund
into transferable units called shares (the "Shares"). Each Fund offers multiple
classes of Shares. This Prospectus describes the Class A Shares of each Fund.
Each Fund also offers a class of Shares known as Class Y Shares to certain
qualified institutional investors.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE NOT
ENDORSED, INSURED OR GUARANTEED BY, ANY BANK, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, OR ANY OTHER AGENCY. AN INVESTMENT IN THE FUNDS INVOLVES INVESTMENT
RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing. Investors should read this
Prospectus and retain it for future reference.
----------------

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

The date of this Prospectus is December 1, 1996.
<PAGE>
PROSPECTUS SUMMARY

<TABLE>
<S> <C>
Shares Offered...................... Class A Shares of the Qualivest Allocated
Conservative Fund (the "Conservative Fund"), the
Qualivest Allocated Balanced Fund (the
"Balanced Fund"), the Qualivest Allocated
Growth Fund (the "Growth Fund"), and the
Qualivest Allocated Aggressive Fund (the
"Aggressive Fund") (collectively, the "Funds"),
which are four separate diversified investment
portfolios ("funds") of Qualivest Funds (the
"Trust"), a Massachusetts business trust which
is registered as an open-end investment
company.

Offering Price and Sales Charges.... The public offering price of Class A Shares of
each Fund is equal to the net asset value per
Share plus a sales charge equal to 4.00% of the
public offering price, reduced when the total
purchase amount is $50,000 or more (see "SALES
CHARGES--Class A Shares"). Under certain
circumstances, the sales charge may be
eliminated.

Minimum Purchase.................... $500 minimum initial purchase per Fund, with $100
minimum subsequent investments. Such minimum
initial investment may be waived for certain
purchasers and is reduced to $50 for investors
using the Auto Invest Plan described herein,
and such investors are subject to a $50 minimum
for each subsequent investment in a Fund.

Investment Objectives............... THE CONSERVATIVE FUND seeks to produce current
income with a secondary objective of long-term
capital appreciation.

THE BALANCED FUND seeks to provide a balance
between long-term capital appreciation and
current income.

THE GROWTH FUND seeks to provide capital
appreciation and income growth.

THE AGGRESSIVE FUND seeks to provide maximum
capital appreciation.

2
<PAGE>
<TABLE>
<S> <C>
"Small Companies Fund"), the Qualivest Interna-
tional Opportunities Fund (the "International
Fund") and the Qualivest Optimized Stock Fund
(the "Optimized Fund") (collectively, the
"Equity Funds"); the Qualivest Intermediate
Bond Fund (the "Intermediate Bond Fund") and
the Qualivest Diversified Bond Fund (the "Bond
Fund") (collectively, the "Income Funds"); and
the Qualivest U.S. Treasury Money Market Fund
(the "U.S. Treasury Fund") and the Qualivest
Money Market Fund (the "Money Market Fund")
(collectively, the "Money Funds"). See
"INVESTMENT OBJECTIVES AND POLICIES."

Risk Factors and Special
Considerations.................... An investment in the Funds involves a certain
amount of risk and may not be suitable for all
investors. See "INVESTMENT OBJECTIVES AND
POLICIES-- UNDERLYING FUNDS" and "UNDERLYING
FUNDS' INVESTMENT TECHNIQUES AND RISK FACTORS."

Investment Adviser.................. Qualivest Capital Management, Inc. ("Qualivest"),
Portland, Oregon, a subsidiary of the United
States National Bank of Oregon ("U.S. Bank"),
serves as investment adviser to each Fund. See
"MANAGEMENT OF THE FUNDS--Investment Adviser."

Dividends and Capital Gains......... Dividends from net income are declared and paid
monthly for the Conservative and Balanced Funds
and quarterly for the Growth and Aggressive
Funds. Net realized capital gains are
distributed at least annually.

Other Information................... U.S. Bank ("Custodian") is the Funds' custodian.
BISYS Fund Services ("BISYS" or "Distributor" or
"Administrator") serves as the distributor and
administrator of the Funds. BISYS Fund Services
Ohio, Inc. ("Transfer Agent") serves as the
transfer agent and dividend disbursing agent
and provides certain accounting services for
the Trust.
</TABLE>

3
<PAGE>
GUIDE TO INVESTING IN THE QUALIVEST FUNDS

Purchase orders for the Funds received by the Distributor prior to 1:00 p.m.
Pacific Time will become effective that day.

<TABLE>
<S> <C>
- - Minimum Initial Investment (Such minimum may be reduced for certain
investors.)............................................................... $ 500

- - Minimum Initial Investment for IRAs and other qualified retirement
plans...................................................................... $ 50

- - Minimum Subsequent Investment (Such minimum may be reduced for certain
investors.)............................................................... $ 100

- - Minimum Subsequent Investment for IRAs and other qualified retirement
plans..................................................................... $ 50
</TABLE>

Shareholders may exchange Shares of a Fund for Shares of the same class of
another fund of the Trust by telephone or mail. See "PURCHASING SHARES--Exchange
Privilege" for more information.

<TABLE>
<S> <C>
- - Minimum Initial Exchange (No minimum for subsequent exchanges.)........... $ 500
</TABLE>

Shareholders may redeem Shares by telephone, mail or through a Fund's Auto
Withdrawal Plan.

All dividends and distributions will be automatically reinvested at net asset
value in additional Shares of the same class of the applicable Fund unless cash
payment is requested.

See "PURCHASING SHARES" and "REDEEMING SHARES" for more information.

FUND EXPENSES

The following expense tables indicate costs and expenses that an investor
should anticipate incurring either directly or indirectly as a Shareholder of a
Fund. The numbers reflect estimated levels of operating expenses.

4
<PAGE>
FEE TABLES

<TABLE>
<CAPTION>
QUALIVEST QUALIVEST
ALLOCATED ALLOCATED
CONSERVATIVE BALANCED
FUND FUND
------------- -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)... 4.00% 4.00%
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)........................................... None None
Deferred Sales Charge (as a percentage of redemption proceeds)(1)............... None None
Redemption Fees (as a percentage of redemption proceeds)........................ None None
Exchange Fees................................................................... None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets annualized)
Management Fees................................................................. 0.05% 0.05%
12b-1 Fees(2)................................................................... 0.25% 0.25%
Other Expenses.................................................................. 0.19% 0.19%
----- -----
Total Fund Operating Expenses................................................... 0.49% 0.49%
----- -----
----- -----
</TABLE>

<TABLE>
<CAPTION>
QUALIVEST
QUALIVEST ALLOCATED
ALLOCATED AGGRESSIVE
GROWTH FUND FUND
------------- -----------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)... 4.00% 4.00%
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)........................................... None None
Deferred Sales Charge (as a percentage of redemption proceeds)(1)............... None None
Redemption Fees (as a percentage of redemption proceeds)........................ None None
Exchange Fees................................................................... None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets annualized)
Management Fees................................................................. 0.05% 0.05%
12b-1 Fees(2)................................................................... 0.25% 0.25%
Other Expenses.................................................................. 0.19% 0.19%
----- -----
Total Fund Operating Expenses................................................... 0.49% 0.49%
----- -----
----- -----
</TABLE>

- -------
(1) A 1% CDSC is imposed only on redemptions of Class A Shares that were
purchased with no initial sales charge as part of an investment of $1
million or more.

(2) As a result of the payment of 12b-1 fees, long-term Shareholders of the
Funds may pay more than the economic equivalent of the maximum front-end
sales charge permitted by the National Association of Securities Dealers,
Inc.

5
<PAGE>
In addition to the expenses shown above, Shareholders of the Funds will
indirectly bear their pro rata share of fees and expenses incurred by the
Underlying Funds, so that the investment returns of the Funds will be net of the
expenses of the Underlying Funds. The following chart provides the expense ratio
for each of the currently operative Underlying Funds.

<TABLE>
<CAPTION>
EXPENSE
RATIO
-----------
<S> <C>
Large Companies Fund.............................................................................. 0.93%
Small Companies Fund.............................................................................. 1.08%
International Fund................................................................................ 0.81%
Optimized Fund.................................................................................... 0.60%
Intermediate Bond Fund............................................................................ 0.76%
Bond Fund......................................................................................... 0.61%
U.S. Treasury Fund................................................................................ 0.31%
Money Market Fund................................................................................. 0.51%
</TABLE>

Based on the expenses for the Funds and the Underlying Funds shown above,
the average weighted expense ratio for each Fund, expressed as a percentage of
each Fund's average daily net assets, is estimated to be as follows:

<TABLE>
<CAPTION>
EXPENSE
RATIO
-----------
<S> <C>
Conservative Fund................................................................................. 1.20%
Balanced Fund..................................................................................... 1.27%
Growth Fund....................................................................................... 1.31%
Aggressive Fund................................................................................... 1.36%
</TABLE>

EXAMPLES*

On the basis of these estimated expense levels, an investor would pay the
following expenses on a $1,000 investment, assuming (1) 5% annual return, and
(2) redemption at the end of each time period:

<TABLE>
<CAPTION>
QUALIVEST
ALLOCATED QUALIVEST
CONSERVATIVE ALLOCATED
FUND BALANCED FUND
--------------- -------------
<S> <C> <C>
1 Year............................................................................. $ 52 $ 52
3 Years............................................................................ $ 77 $ 79
</TABLE>

<TABLE>
<CAPTION>
QUALIVEST
QUALIVEST ALLOCATED
ALLOCATED AGGRESSIVE
GROWTH FUND FUND
--------------- -------------
<S> <C> <C>
1 Year............................................................................. $ 53 $ 53
3 Years............................................................................ $ 80 $ 81
</TABLE>

- -------
* These examples should not be considered representations of future expenses,
which may be more than those shown. The assumed 5% annual return is
hypothetical and should not be considered a representation of past or future
annual return. Actual return may be greater or less than the assumed amount.

6
<PAGE>
SELECTED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
QUALIVEST ALLOCATED QUALIVEST ALLOCATED QUALIVEST ALLOCATED QUALIVEST ALLOCATED
CONSERVATIVE FUND BALANCED FUND GROWTH FUND AGGRESSIVE FUND
------------------- ------------------- ------------------- -------------------
MAY 1, 1996 TO MAY 1, 1996 TO MAY 1, 1996 TO MAY 1, 1996 TO
JULY 31, 1996(A) JULY 31, 1996(A) JULY 31, 1996(A) JULY 31, 1996(A)
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF
PERIOD............................. $ 10.00 $ 10.00 $ 10.00 $ 10.00
------ ------ ------ ------
INVESTMENT ACTIVITIES
Net investment income........... 0.10 0.08 0.05 (0.01)
Net realized and unrealized
losses from investments....... (0.12) (0.31) (0.28) (0.33)
------ ------ ------ ------
Total from Investment
Activities................ (0.02) (0.23) (0.23) (0.34)
------ ------ ------ ------
DISTRIBUTIONS
Net investment income........... (0.03) (0.03) (0.03) (0.02)
------ ------ ------ ------
NET ASSET VALUE, END OF PERIOD...... $ 9.95 $ 9.74 $ 9.74 $ 9.64
------ ------ ------ ------
------ ------ ------ ------
TOTAL RETURN-EXCLUDING SALES
LOAD(b)............................ -0.18% -2.31% -2.32% -3.38%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period
(000)......................... $ 0 $ 0 $ 0 $ 2
Ratio of expenses to average net
assets(c)..................... 0.00% 0.00% 0.00% 0.57%
Ratio of net investment income
to average net
assets(c)..................... 3.96% 3.20% 1.99% -0.30%
Portfolio turnover rate(d)...... 3% 4% 4% 18%
</TABLE>

- -------

(a) Period from commencement of operations.

(b) Not annualized.

(d) Portfolio turnover is calculated on the basis of the Fund as a whole
without distinguishing between the classes of Shares issued.

7
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

The Funds are designed to achieve different investment objectives and to
pursue these objectives by means of different investment strategies.
Shareholders should carefully consider their investment goals and willingness to
tolerate investment risk before investing in the Funds.

THE CONSERVATIVE FUND. The investment objective of the Conservative Fund is
to seek to produce current income with a secondary objective of long-term
capital appreciation.

The Conservative Fund is designed for investors who want a source of steady
investment income with limited Share price fluctuation, and who are willing to
bear limited investment risk. This Fund will concentrate its investments in
Underlying Funds that invest primarily in fixed income securities and short-term
money market instruments. However, for purposes of achieving capital
appreciation and investment income, the Conservative Fund also may invest a
portion of its assets in Underlying Funds that invest primarily in equity
securities.

THE BALANCED FUND. The investment objective of the Balanced Fund is to seek
to provide a balance between long-term capital appreciation and current income.

The Balanced Fund seeks this objective by broadly diversifying its assets
among most or all of the Underlying Funds, with emphasis placed on investments
in the Equity Funds and the Income Funds. This Fund offers investors greater
potential for capital appreciation than does the Conservative Fund by virtue of
its larger investments in the Equity Funds, while also offering investors the
potential for investment income. This Fund may be suitable for investors seeking
capital appreciation in addition to income, and who are willing to bear some
risk of loss and Share price fluctuation inherent in equity securities.

THE GROWTH FUND. The investment objective of the Growth Fund is to seek to
provide capital appreciation and income growth.

The Growth Fund is designed for investors seeking capital appreciation
primarily through an equity-oriented investment. This Fund focuses on
investments in the Equity Funds, although it also will invest in the Income
Funds and Money Funds. However, this Fund emphasizes the potential rewards and
risks of an investment in equity securities.

THE AGGRESSIVE FUND. The investment objective of the Aggressive Fund is to
seek to provide maximum capital appreciation.

The Aggressive Fund seeks to achieve this objective by investing substantially
all of its assets in those Underlying Funds that invest primarily in equity
securities. While this Fund's investments are most heavily weighted toward the
Large Companies Fund and Optimized Fund, up to 35% of its assets may be invested
in each of the Small Companies Fund and the International Fund. Accordingly,
this Fund is oriented toward those investors seeking long-term capital
appreciation, with the potential for greater gains but with greater risk of
loss.

The Funds will invest their assets in the following Underlying Funds, within
the ranges

8
<PAGE>
(expressed as a percentage of each Fund's assets) indicated below:

<TABLE>
<CAPTION>
CONSERVATIVE BALANCED GROWTH AGGRESSIVE
UNDERLYING FUND FUND FUND FUND FUND
- ---------------------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Large Companies Fund........ 0-35% 0-35% 0-35% 0-50%
Small Companies Fund........ 0-35% 0-35% 0-35% 0-35%
International Fund.......... 0-35% 0-35% 0-35% 0-35%
Optimized Fund.............. 0-35% 0-35% 0-35% 0-50%
Intermediate Bond Fund...... 0-50% 0-35% 0-35% 0%
Bond Fund................... 0-50% 0-35% 0-35% 0%
U.S. Treasury Fund.......... 0-10% 0-10% 0-10% 0%
Money Market Fund........... 0-10% 0-10% 0-10% 0-10%
</TABLE>

For purposes of determining each Fund's compliance with these percentage
limitations, Qualivest will determine the value of a Fund's assets at the time
of investment.

While Qualivest intends to invest each Fund's assets in the Underlying Funds
within the ranges set forth above, and to periodically adjust the allocations in
response to economic and market conditions, each Fund has a "neutral mix"
representing the intended typical allocation of the Fund's assets over time.
Qualivest anticipates that each Fund's neutral mix will be as follows:

<TABLE>
<CAPTION>
UNDERLYING FUNDS
----------------------------------
INCOME AND
FUND EQUITY FUNDS MONEY FUNDS
- ------------------------ --------------- -----------------
<S> <C> <C>
Conservative Fund....... 30% 70%
Balanced Fund........... 60% 40%
Growth Fund............. 80% 20%
Aggressive Fund......... 100% 0%
</TABLE>

The investment policies set forth above are designed to assure that each Fund
maintains a consistent investment approach. However, the Funds do not have the
same investment flexibility as other mutual funds that are not subject to these
limitations. Also, because the Funds have adopted a policy of limiting
redemptions to no more than 3% of any Underlying Fund's Shares during any month,
except as necessary to meet redemption requests by the Funds' Shareholders, the
Funds may be unable to reallocate assets among the Underlying Funds as quickly
as would be the case in the absence of this constraint.

Each Fund's investments are concentrated in the Underlying Funds, and the
investment performance of each Fund is directly related to the performance of
the Underlying Funds. The Funds will invest in the Class Y Shares of the
Underlying Funds, which are sold at net asset value per Share with no sales
charge or CDSC. See "INVESTMENT OBJECTIVES AND POLICIES--UNDERLYING FUNDS" for a
description of the Underlying Funds in which the Funds invest.

In addition to Shares of the Underlying Funds, for temporary cash management
purposes, each Fund may invest in short-term obligations (with maturities of 12
months or less) consisting of commercial paper (including variable amount master
demand notes), bankers' acceptances, certificates of deposit, repurchase
agreements, reverse repurchase agreements and dollar roll agreements,
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, asset-backed and mortgage-related securities, and demand and
time deposits of domestic and foreign banks and savings and loan associations.
The Funds also may hold depositary or custodial receipts representing beneficial
interests in any of the foregoing securities. See "UNDERLYING FUNDS' INVESTMENT
TECHNIQUES AND RISK FACTORS" for a description of these investments.

* * * *

The investment objective of each Fund is a fundamental policy and as such may
not be changed without a vote of the holders of a majority of the outstanding
Shares of that Fund. Other policies of a Fund may be changed without a vote of
the holders of a majority of
out-

9
<PAGE>
standing Shares of that Fund unless (i) the policy is expressly deemed to be a
fundamental policy, or (ii) the policy is expressly deemed to be changeable only
by such majority vote. There can be no assurance that the investment objectives
of any Fund will be achieved.

INVESTMENT OBJECTIVES AND POLICIES--UNDERLYING FUNDS

The following is a description of the investment objectives and policies of
the Underlying Funds. Additional investment practices are described in
"UNDERLYING FUNDS' INVESTMENT TECHNIQUES AND RISK FACTORS," the Statement of
Additional Information, and the Prospectus for each of the Underlying Funds.

EQUITY FUNDS
LARGE COMPANIES AND SMALL COMPANIES FUNDS

THE LARGE COMPANIES FUND. The investment objective of the Large Companies
Fund is to seek long-term capital appreciation. It invests primarily in common
stocks and securities convertible into common stocks of large capitalization
companies. For purposes of this policy, large capitalization companies are those
with capitalization of $1 billion or more at the time of purchase.

THE SMALL COMPANIES FUND. The investment objective of the Small Companies
Fund is to seek capital appreciation. It invests primarily in common stocks and
securities convertible into common stocks of small-sized companies. For purposes
of this policy, small-sized companies are those with capitalization of less than
$1 billion at the time of purchase. Smaller capitalization stocks may be quite
volatile and subject to wide fluctuations in both the short and medium term.

Each of these Underlying Funds seeks to achieve its investment objective by
following flexible investment policies emphasizing investment in common stocks
and securities convertible into common stocks (without regard to rating by a
nationally recognized statistical rating organization ("NRSRO")) that are, in
Qualivest's opinion, undervalued relative to other securities at the time of
purchase. In analyzing different securities, Qualivest will consider various
investment oriented ratios as significant factors in assessing relative value,
including market price to book value, market price to earnings, and market price
to assets. Also considered are estimated liquidating value, earnings growth
rate, and cash flow. If, in Qualivest's opinion, a stock has reached a fully
valued position, it will, under most circumstances, be sold and replaced by
securities which are deemed to be undervalued in the marketplace.

Under normal market conditions, each of the Large Companies and Small
Companies Funds will invest primarily in common stocks and securities
convertible into common stocks of companies believed by Qualivest to be
characterized by sound management and the potential for long-term capital
appreciation. Qualivest also may consider income and payment of dividends in
selecting securities for the Large Companies Fund. Under normal market
conditions, the Large Companies Fund intends to invest at least 65% of its total
assets in common stocks and securities convertible into common stocks of
companies with a market capitalization of at least $1 billion at the time of
purchase. In addition, under normal market conditions, the Small Companies Fund
will invest at least 65% of its total assets in common stocks and securities
convertible into common stocks of companies with a market capitalization of less
than $1
bil-

10
<PAGE>
lion at the time of purchase. If the Large Companies Fund owns securities issued
by a company whose market capitalization falls below $1 billion, or the Small
Companies Fund owns securities issued by a company whose market capitalization
increases above $1 billion, Qualivest may, but is not required to, sell such
securities. However, Qualivest will sell such securities if, in its judgment,
market conditions warrant such a sale, or if the Large Companies Fund or Small
Companies Fund would no longer be primarily invested in common stocks and
securities convertible into common stocks issued by large capitalization
companies and small-sized companies, respectively.

Each of the Large Companies and Small Companies Funds may also invest up to
35% of the value of its total assets in preferred stocks, notes, units of real
estate investment trusts, asset-backed and mortgage-related securities,
warrants, and short-term obligations (with maturities of 12 months or less)
consisting of commercial paper (including variable amount master demand notes),
bankers' acceptances, certificates of deposit, repurchase agreements,
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, and demand and time deposits of domestic and foreign banks
and savings and loan associations. Each of these Underlying Funds may also hold
securities of other investment companies and depositary or custodial receipts
representing beneficial interests in any of the foregoing securities.

Each of these Underlying Funds may invest in corporate debt securities such as
debt obligations with a maturity of at least one year from the date of issue
("bonds") and notes which are rated at the time of purchase within the four
highest rating groups assigned by an NRSRO (e.g., in the case of Moody's
Investors Service, Inc. ("Moody's"), Aaa, Aa, A and Baa, and in the case of
Standard & Poor's Corporation ("S&P"), AAA, AA, A and BBB), which are considered
to be investment grade or, if unrated, which Qualivest deems to present
attractive opportunities and are of comparable quality. For a description of
NRSROs and their rating symbols, see the Appendix to the Statement of Additional
Information. For a discussion of debt securities rated within the fourth highest
rating group assigned by an NRSRO, see "UNDERLYING FUNDS' INVESTMENT TECHNIQUES
AND RISK FACTORS-- Medium-Grade Securities" herein.

Subject to the foregoing policies, each of these Underlying Funds may also
invest up to 25% of its total assets in foreign securities either directly or
through the purchase of American Depositary Receipts and may also invest in
securities issued by foreign branches of U.S. banks and foreign banks, in
Canadian Commercial Paper, and in Europaper (U.S. dollar denominated commercial
paper of a foreign issuer). For a discussion of risks associated with foreign
securities, see "UNDERLYING FUNDS' INVESTMENT TECHNIQUES AND RISK FACTORS"
herein.

INTERNATIONAL AND OPTIMIZED FUNDS

THE INTERNATIONAL FUND. The investment objective of the International Fund is
to seek capital appreciation. It invests primarily in common stocks and
securities convertible into common stocks of companies that are organized under
the laws of countries other than the U.S.

THE OPTIMIZED FUND. The investment objective of the Optimized Fund is to seek
capital appreciation and current income.

The International Fund and the Optimized Fund each seeks to achieve its
investment objective by investing primarily in common stocks and securities
convertible into common stocks
(with-

11
<PAGE>
out regard to NRSRO rating) of companies whose securities are listed on a
specific securities index. While the performance of the Optimized Fund may be
expected to approximate the performance of the Standard & Poor's 500 Composite
Stock Price Index (the "S&P 500 Index"), Qualivest seeks to outperform the S&P
500 Index through limited management of the Optimized Fund's portfolio.

Under normal market conditions, at least 80% of the total assets of the
International Fund will be invested in common stocks and securities convertible
into common stocks of foreign companies whose securities are listed on the
Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index
(the "EAFE Index"). The International Fund will invest in the securities of
issuers from at least three countries other than the U.S. Investments are
selected for inclusion in the International Fund's portfolio primarily on the
basis of market capitalization and industry weightings, and to create an
aggregate country weighting similar to that of the EAFE Index. While Qualivest
anticipates that substantially all of the International Fund's assets will be so
invested, Qualivest may invest up to 20% of its total assets in common stocks
and securities convertible into common stocks of large capitalization U.S.
companies that Qualivest deems to present attractive investment opportunities
due to such companies' foreign business operations.

Under normal market conditions, at least 80% of the Optimized Fund's total
assets will be invested in common stocks and securities convertible into common
stocks of companies whose securities are listed on the S&P 500 Index. While
Qualivest anticipates that substantially all of the Optimized Fund's assets will
be so invested, Qualivest may invest up to 20% of its total assets as described
below.

The Optimized Fund does not intend to mirror the performance of the S&P 500
Index; rather, it seeks to optimize its investments in S&P 500 Index companies
and outperform the S&P 500 Index over time by investing in securities that, on
the basis of computerized modelling and performance optimization strategies
implemented by Qualivest, demonstrate attributes that indicate performance
superior to that of the S&P 500 Index as a whole. The S&P 500 Index is composed
of 500 common stocks chosen by S&P on a statistical basis to be included in the
index. Because of the market-value weighting, the largest companies in the S&P
500 Index typically account for a disproportionate share of the index. Qualivest
believes that an investment in securities of companies listed on the S&P 500
Index may be optimized by selecting those securities whose growth and value
characteristics indicate that their performance, relative to the other
securities listed on the S&P 500 Index, will exceed the extent to which the S&P
500 Index reflects their performance. Qualivest intends to utilize computer
modelling and other strategies to identify those stocks that, in light of its
assessment of general economic conditions, Qualivest believes will achieve
capital appreciation and current income superior to the performance of a
portfolio that merely seeks to replicate the S&P 500 Index.

Each of the International Fund and the Optimized Fund may also invest up to
20% of the value of its total assets in short-term obligations (with maturities
of 12 months or less) consisting of commercial paper (including variable amount
master demand notes), bankers' acceptances, certificates of deposit, repurchase
agreements, obligations issued or guaranteed by the U.S. Government or its
agencies or instrumentalities, and demand and time deposits of domestic and
foreign banks and savings and loan associations. These Underlying Funds may also
each hold

12
<PAGE>
securities of other investment companies and depositary or custodial receipts
representing beneficial interests in any of the foregoing securities.

The portfolio turnover rate for the International Fund and the Optimized Fund
is expected to be under 50%, a generally lower turnover rate than for most other
investment companies. Qualivest believes that a lower turnover rate will reduce
securities transaction costs incurred by these Underlying Funds.

* * * *

Consistent with the foregoing, each of the Equity Funds will focus its
investments in those companies and types of companies that Qualivest believes
will enable such Underlying Fund to achieve its investment objective. No Equity
Fund will invest more than 15% of its net assets in securities that are deemed
to be illiquid. During temporary defensive periods as determined by Qualivest,
any of the Equity Funds may hold up to 100% of its total assets in high quality
(I.E., rated within the top two rating categories by an NRSRO) short-term debt
obligations, including domestic bank certificates of deposit, bankers'
acceptances and repurchase agreements secured by bank instruments. However, to
the extent that an Equity Fund is so invested, its investment objective may not
be achieved during that time.

INCOME FUNDS

THE INTERMEDIATE BOND FUND. The investment objective of the Intermediate Bond
Fund is to seek current income consistent with preservation of capital.

THE BOND FUND. The investment objective of the Bond Fund is to seek current
income consistent with preservation of capital.

Under normal market conditions, at least 65% of the total assets of the
Intermediate Bond Fund and Bond Fund will be invested in bonds, which for this
purpose include debt obligations with a maturity of at least one year from the
date of issue. Fixed income or debt securities in which these Underlying Funds
may invest can have maturities of up to thirty years or more. Each of these
Underlying Funds may invest up to 35% of its total assets in high quality money
market instruments such as commercial paper (including variable amount master
demand notes), certificates of deposit and bankers' acceptances, variable and
floating rate notes, and asset-backed securities without regard to maturity,
except as set forth below. In addition, these Underlying Funds may engage in
certain loans of portfolio securities, repurchase agreements and reverse
repurchase agreements, and may also invest in securities of other investment
companies. The Intermediate Bond Fund will maintain a dollar-weighted average
maturity of three to seven years under ordinary market conditions, while the
Bond Fund will maintain a dollar-weighted average maturity of approximately
seven to eleven years under ordinary market conditions.

Each of these Underlying Funds expects to invest in bonds, notes and
debentures of a wide range of U.S. corporate issuers. Such obligations, in the
case of debentures, will represent unsecured promises to pay, in the case of
notes and bonds, may be secured by mortgages on real property or security
interests in personal property and will in most cases differ in their interest
rates, maturities and times of issuance.

13
<PAGE>
S&P, AAA, AA, A and BBB), which are considered to be investment grade or, if
unrated, which Qualivest deems to present attractive opportunities and are of
comparable quality. For a description of NRSROs and their rating symbols, see
the Appendix to the Statement of Additional Information. For a discussion of
debt securities rated within the fourth highest rating group assigned by an
NRSRO, see "UNDERLYING FUNDS' INVESTMENT TECHNIQUES AND RISK FACTORS--Medium-
Grade Securities" herein.

Each of these Underlying Funds may hold short-term obligations (with
maturities of 12 months or less) consisting of domestic and foreign commercial
paper rated at the time of purchase within the top two categories by an NRSRO
(E.G., "A-2" or better by S&P, "Prime-2" or better by Moody's, or "F-2" or
better by Fitch Investors Service ("Fitch")) or, if unrated, which Qualivest
deems to present attractive opportunities and are of comparable quality,
including variable amount master demand notes, bankers' acceptances,
certificates of deposit and time deposits of domestic and foreign branches of
U.S. banks and foreign banks, and repurchase agreements. These Underlying Funds
may also invest in securities of other investment companies or in Guaranteed
Investment Contracts ("GICs"), which are considered to be illiquid securities.

Each of these Underlying Funds may also invest in obligations of the
Export-Import Bank of the United States, in U.S. dollar denominated
international bonds for which the primary trading market is in the U.S. ("Yankee
Bonds"), or for which the primary trading market is abroad ("Eurodollar Bonds"),
and in Canadian Bonds and bonds issued by institutions, such as the World Bank
and the European Economic Community, organized for a specific purpose by two or
more sovereign governments ("Supranational Agency Bonds").

Each of these Underlying Funds expects to invest in a variety of U.S. Treasury
obligations, differing in their interest rates, maturities, and times of
issuance, as well as "stripped" U.S. Treasury obligations such as Treasury
Receipts issued by the U.S. Treasury representing either future interest or
principal payments ("Stripped Treasury Obligations"), and mortgage-related
securities issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, such as the Government National Mortgage Association
("GNMA"), the Federal National Mortgage Association ("FNMA"), the Federal Farm
Credit Bureau ("FFCB"), the Tennessee Valley Authority ("TVA"), the Federal Home
Loan Bank ("FHLB"), the Federal Land Bank, the Federal Home Loan Mortgage
Corporation ("FHLMC"), the Student Loan Marketing Association ("SLMA") and in
mortgage-related securities issued by nongovernmental entities.

Each of these Underlying Funds may invest in mortgage-related securities which
are rated at the time of purchase within the four highest rating categories
assigned by an NRSRO or, if unrated, which Qualivest deems to present attractive
opportunities and are of comparable quality, and have mortgage obligations
backing such securities. Each of these Underlying Funds also may invest in
mortgage-related securities issued by nongovernmental entities. Commercial
banks, savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers also create pass-through
pools of conventional residential mortgage loans. Although the market for such
securities is becoming increasingly liquid, securities issued by certain private
organizations may not be readily marketable. Neither of these Underlying Funds
will purchase mortgage-related securities or any other assets which in

14
<PAGE>
Qualivest's opinion are illiquid, if as a result, more than 15% of the value of
its net assets will be illiquid.

Mortgage-related securities in which these Underlying Funds may invest may
also include collateralized mortgage obligations ("CMOs"), which are debt
obligations issued generally by finance subsidiaries or trusts that are secured
by mortgage-backed certificates, including, in many cases, certificates issued
by government-related guarantors, including GNMA, FNMA and FHLMC, together with
certain funds and other collateral.

Each of these Underlying Funds may invest in asset-backed securities
(unrelated to first mortgage loans), which represent fractional interests in
pools of leases, retail installment loans or revolving credit receivables, both
secured (such as Certificates for Automobile Receivables or "CARS") and
unsecured (such as Credit Card Receivable Securities or "CARDS"). These assets
are generally held by a trust and payments of principal and interest or interest
only are passed through monthly or quarterly to certificate holders and may be
guaranteed up to certain amounts by letters of credit issued by a financial
institution affiliated or unaffiliated with the trustee or originator of the
trust. Asset-backed securities will be purchased only if they meet the rating
requirements set forth above or, if unrated, are deemed to be of comparable
quality by Qualivest with respect to these Underlying Funds' investments in
fixed-income securities of U.S. corporations and mortgage-related securities.

An increase in interest rates will generally reduce the value of the
investments in these Underlying Funds, and a decline in interest rates will
generally increase the value of those investments. Depending upon the prevailing
market conditions, Qualivest may purchase debt securities at a discount from
face value, which produces a yield greater than the coupon rate. Conversely, if
debt securities are purchased at a premium over face value, the yield will be
lower than the coupon rate.

* * * *

In making investment decisions for the Income Funds, Qualivest will consider
many factors, including current yield, maturity, and yield to maturity.
Qualivest will also monitor the financial condition of the issuers of the Income
Funds' portfolio investments and may shorten the average weighted portfolio
maturity of an Income Fund, in light of each such Underlying Fund's investment
objective of preservation of capital, if economic or market conditions warrant
such action.

MONEY FUNDS

Although each Money Fund has the same investment adviser and a similar
investment objective, its particular portfolio securities and yield may differ
due to differences in the types of permitted investments, cash flow, and the
availability of particular portfolio investments.

THE U.S. TREASURY FUND. The investment objective of the U.S. Treasury Fund is
to seek current income consistent with liquidity and stability of principal.

Under normal market conditions, the U.S. Treasury Fund invests at least 65% of
its total assets in short-term U.S. Treasury bills, notes, and bonds and in
other obligations backed by the full faith and credit of the U.S. Treasury. The
U.S. Treasury Fund may invest up to 35% of its total assets in other types of
high quality rated money market instruments and money market instruments that,
although not rated, are deemed to be of comparable high quality as

15
<PAGE>
determined by Qualivest pursuant to guidelines adopted by the Board of Trustees.

This Underlying Fund expects that a majority of its income will be exempt from
state taxes as a result of its investing in U.S. Government securities whose
interest payments are state tax-exempt. Most states allow for a pass-through of
this tax exemption, so that the U.S. Treasury Fund's dividend distributions may
also be state tax-exempt with respect to the income earned by it on U.S.
Government securities.

THE MONEY MARKET FUND. The investment objective of the Money Market Fund is
to seek current income consistent with liquidity and stability of principal.

The Money Market Fund invests in high quality rated money market instruments
and other money market instruments that, although not rated, are deemed to be of
comparable high quality as determined by Qualivest pursuant to guidelines
adopted by the Board of Trustees.

* * * *

Each Money Fund invests exclusively in U.S. dollar denominated instruments
which Qualivest, acting pursuant to guidelines adopted by the Board of Trustees,
determines present minimal credit risks and which at the time of acquisition are
rated by one or more appropriate NRSROs (E.G., S&P, Moody's and Fitch) within
one of the two highest rating categories for short-term debt obligations or, if
unrated, are of comparable quality. In addition, each Money Fund diversifies its
investments so that, with minor exceptions and except for U.S. Government
securities, not more than 5% of its total assets is invested in the securities
of any one issuer, not more than 5% of its total assets is invested in
securities of all issuers rated by the NRSRO at the time of investment in the
second highest rating category for short-term debt obligations or in unrated
securities deemed to be of comparable quality to securities rated in the second
highest rating categories for short-term debt obligations ("Second Tier
Securities") and not more than the greater of 1% of total assets or one million
dollars is invested in the securities of any one issuer of Second Tier
Securities. In addition, no Money Fund will invest more than 10% of its net
assets in securities that are deemed to be illiquid at the time of purchase. All
securities or instruments in which a Money Fund invests have remaining
maturities of 397 calendar days (thirteen months) or less. The dollar-weighted
average maturity of the obligations in a Money Fund will not exceed 90 days.

Subject to the foregoing general limitations, the Money Funds expect to invest
in the types of securities discussed below under "UNDERLYING FUNDS' INVESTMENT
TECHNIQUES AND RISK FACTORS." These securities include short-term obligations
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, short-term asset-backed and mortgage-related securities,
bankers' acceptances, certificates of deposit and time deposits (including
Eurodollar Certificates of Deposit ("ECDs"), Eurodollar Time Deposits ("ETDs"),
Canadian Time Deposits ("CTDs"), and Yankee Certificates of Deposit ("Yankee
CDs")), commercial paper (including variable amount master demand notes),
securities issued by other money market investment companies, debt obligations
with remaining maturities of 397 calendar days or less, taxable obligations
issued by municipalities, GICs, repurchase agreements, reverse repurchase
agreements and dollar roll agreements.

16
<PAGE>
UNDERLYING FUNDS' INVESTMENT TECHNIQUES AND RISK FACTORS

Each Fund's Share price will fluctuate in response to changes in the Share
price of one or more of the Underlying Funds, which are permitted to engage in a
wide range of investment techniques. Like any investment program, an investment
in an Underlying Fund entails certain risks.

U.S. GOVERNMENT OBLIGATIONS

Obligations of certain agencies and instrumentalities of the U.S. Government,
such as the GNMA, are supported by the full faith and credit of the U.S.
Treasury; others, such as those of the FNMA, are supported by the right of the
issuer to borrow from the Treasury; others, such as those of the SLMA, are
supported by the discretionary authority of the U.S. Government to purchase the
agency's obligations; still others, such as those of the FFCB or the FHLMC, are
supported only by the credit of the instrumentality. No assurance can be given
that the U.S. Government would provide financial support to U.S.
Government-sponsored agencies or instrumentalities if it is not obligated to do
so by law.

The Stripped Treasury Obligations in which the Underlying Funds may invest do
not include Certificates of Accrual on Treasury Securities ("CATS") or Treasury
Income Growth Receipts ("TIGRs"). Stripped securities are issued at a discount
to their "face value" and may exhibit greater price volatility than ordinary
debt securities because of the manner in which their principal and interest are
returned to investors.

MORTGAGE-RELATED AND ASSET-BACKED SECURITIES

Investments in these and other derivative securities will not be made for
purposes of leverage or speculation, but rather primarily for conventional
investment or hedging purposes, liquidity, flexibility and to capitalize on
market inefficiencies. Consistent with its investment objective, restrictions
and policies, each of the Funds and the Underlying Funds, except the Optimized
Fund and the International Fund, may invest in mortgage-related securities,
which are securities representing interests in "pools" of mortgages in which
payments of both interest and principal on the securities are made monthly.

Early repayment of principal on mortgage-related securities may expose a Fund
or an Underlying Fund to a lower rate of return upon reinvestment of principal.
Like other fixed-income securities, when interest rates rise, the value of a
mortgage-related security generally will decline; however, when interest rates
decline, the value of mortgage-related securities with prepayment features may
not increase as much as other fixed-income securities. For this and other
reasons, the stated maturity of a mortgage-related security may be shortened by
unscheduled prepayments on the underlying mortgages. Alternatively, the rate of
prepayments on underlying mortgages may have the effect of extending the
effective maturity of the security beyond what was anticipated at the time of
purchase. To the extent that unanticipated rates of prepayment on underlying
mortgages increase the effective maturity of a mortgage-related security, the
volatility of such security can be expected to increase. Accordingly, it may not
be possible to predict accurately a security's return to a Fund or an Underlying
Fund.

17
<PAGE>
Nevertheless, principal prepayment rates tend not to vary much with interest
rates, and the short-term nature of the underlying car loans or other
receivables tends to dampen the impact of any change in the prepayment level.
Certificate holders may also experience delays in prepayment on the certificates
if the full amounts due on underlying sales contracts or receivables are not
realized because of unanticipated legal or administrative costs of enforcing the
contracts or because of depreciation or damage to the collateral (usually
automobiles) securing certain contracts, or other factors. In certain market
conditions, asset-backed securities may experience volatile fluctuations in
value and periods of illiquidity. If consistent with its investment objective
and policies, a Fund or an Underlying Fund may invest in other asset-backed
securities that may be developed in the future.

Certain issuers of asset-backed securities are considered to be investment
companies under the Investment Company Act of 1940 (the "1940 Act"). The
Underlying Funds intend to conduct their operations so that they will not invest
more than 10% (25% for the Money Funds) of their total assets (when combined
with investments in securities of other investment companies, if any) in the
obligations of such issuers without obtaining appropriate regulatory relief.

BANKERS' ACCEPTANCES

The Funds and Underlying Funds may invest in bankers' acceptances guaranteed
by domestic and foreign banks if at the time of investment the guarantor bank
has capital, surplus, and undivided profits in excess of $100,000,000 (as of the
date of its most recently published financial statements).

CERTIFICATES OF DEPOSIT AND TIME DEPOSITS

The Funds and Underlying Funds may invest in certificates of deposit and time
deposits of

domestic and foreign banks and savings and loan associations if (a) at the time
of investment the depository institution has capital, surplus, and undivided
profits in excess of $100,000,000 (as of the date of its most recently published
financial statements), or (b) the principal amount of the instrument is insured
in full by the Federal Deposit Insurance Corporation.

The Funds and Underlying Funds may also invest in ECDs, which are U.S. dollar
denominated certificates of deposit issued by offices of foreign and domestic
banks located outside the U.S.; ETDs, which are U.S. dollar denominated deposits
in a foreign branch of a U.S. bank or a foreign bank; CTDs, which are
essentially the same as ETDs, except they are issued by Canadian offices of
major Canadian banks; and Yankee CDs, which are certificates of deposit issued
by a U.S. branch of a foreign bank denominated in U.S. dollars and held in the
U.S.

None of the Money Funds will invest in excess of 10% of its net assets in time
deposits with maturities in excess of seven days which are subject to penalties
upon early withdrawal. Such time deposits include ETDs and CTDs but do not
include certificates of deposit.

COMMERCIAL PAPER

18
<PAGE>
so rated. The Equity Funds may invest in such instruments if rated in the four
highest categories assigned by an NRSRO or, if not rated, found by Qualivest
pursuant to guidelines adopted by the Board of Trustees to be of comparable
quality. The Money Market Fund, the Equity Funds and the Income Funds may also
invest in Canadian Commercial Paper, which is commercial paper issued by a
Canadian corporation or a Canadian counterpart of a U.S. corporation, and in
Europaper, which is U.S. dollar denominated commercial paper of a foreign
issuer.

Each of the Funds and the Underlying Funds may invest in variable amount
master demand notes, which are unsecured demand notes that permit the
indebtedness thereunder to vary, and that provide for periodic adjustments in
the interest rate according to the terms of the instrument. Although there is no
secondary market in the notes, the Funds and the Underlying Funds may demand
payment of principal and accrued interest at any time. While the notes are not
typically rated by credit rating agencies, issuers of variable amount master
demand notes (which are normally manufacturing, retail, financial, and other
business concerns) must satisfy the same criteria as set forth above for
commercial paper. Qualivest will consider the earning power, cash flow, and
other liquidity ratios of the issuers of such notes and will continuously
monitor their financial status and ability to meet payment on demand. In
determining average weighted portfolio maturity, a variable amount master demand
note will be deemed to have a maturity equal to the period of time remaining
until the principal amount can be recovered from the issuer through demand. The
period of time remaining until the principal amount can be recovered under a
variable master demand note shall not exceed seven days.

PUT AND CALL OPTIONS

Each Equity and Income Fund may purchase put and call options on securities,
and each Equity Fund other than the Optimized Fund may purchase such options on
foreign currencies, subject to its applicable investment policies, for the
purposes of hedging against market risks related to its portfolio securities and
adverse movements in exchange rates between currencies, respectively. Each
Underlying Fund may also engage in writing call options from time to time as
Qualivest deems appropriate. The Underlying Funds will write only covered call
options (options on securities or currencies owned by the particular Underlying
Fund). When a portfolio security or currency subject to a call option is sold,
the Underlying Fund will effect a "closing purchase transaction"--the purchase
of a call option on the same security or currency with the same exercise price
and expiration date as the call option which such Underlying Fund previously has
written. If such Underlying Fund is unable to effect a closing purchase
transaction, it will not be able to sell the underlying security or currency
until the option expires or that Underlying Fund delivers the underlying
security or currency upon exercise. In addition, upon the exercise of a call
option by the holder thereof, the Underlying Fund will forego the potential
benefit represented by market appreciation over the exercise price. Under normal
conditions, it is not expected that an Underlying Fund will cause the underlying
value of portfolio securities and/or currencies subject to such options to
exceed 25% of its total assets.

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<PAGE>
options on a security except that, rather than the right to take or make
delivery of a security at a specified price, an option on a securities index
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the securities index upon which the option is based
is greater than, in the case of a call, or less than, in the case of a put, the
exercise price of the option.

Price movements in securities which an Underlying Fund owns or intends to
purchase may not correlate perfectly with movements in the level of an index
and, therefore, an Underlying Fund bears the risk of a loss on an index option
that is not completely offset by movements in the price of such securities.
Because index options are settled in cash, a call writer cannot determine the
amount of its settlement obligations in advance and, unlike call writing on
specific securities, cannot provide in advance for, or cover, its potential
settlement obligations by acquiring and holding the underlying securities. An
Underlying Fund may be required to segregate assets or provide an initial margin
to cover index options that would require it to pay cash upon exercise.

FOREIGN SECURITIES

Investment in foreign securities is subject to special investment risks that
differ in some respects from those related to investments in securities of U.S.
domestic issuers. Such risks include political, social or economic instability
in the country of the issuer, the difficulty of predicting international trade
patterns, the possibility of the imposition of exchange controls, expropriation,
limits on removal of currency or other assets, nationalization of assets,
foreign withholding and income taxation, and foreign trading practices
(including higher trading commissions, custodial charges and delayed
settlements). Such securities may be subject to greater fluctuations in price
than securities issued by U.S. corporations or issued or guaranteed by the U.S.
Government, its agencies or instrumentalities. The markets on which such
securities trade may have less volume and liquidity, and may be more volatile
than securities markets in the U.S. In addition, there may be less publicly
available information about a foreign company than about a U.S. domiciled
company. Foreign companies generally are not subject to uniform accounting,
auditing and financial reporting standards comparable to those applicable to
U.S. domestic companies. There is generally less government regulation of
securities exchanges, brokers and listed companies abroad than in the U.S.
Confiscatory taxation or diplomatic developments could also affect investment in
those countries. In addition, foreign branches of U.S. banks, foreign banks and
foreign issuers may be subject to less stringent reserve requirements and to
different accounting, auditing, reporting, and recordkeeping standards than
those applicable to domestic branches of U.S. banks and U.S. domestic issuers.

If a security is denominated in foreign currency, the value of the security to
an Underlying Fund will be affected by changes in currency exchange rates and in
exchange control regulations, and costs will be incurred in connection with
conversions between currencies. Currency risks generally increase in lesser
developed markets. Exchange rate movements can be large and can endure for
extended periods of time, affecting either favorably or unfavorably the value of
the Underlying Funds' assets.

20
<PAGE>
deposited in a domestic bank or a correspondent bank. ADRs do not eliminate all
the risk inherent in investing in the securities of foreign issuers. However, by
investing in ADRs rather than directly in foreign issuers' stock, an eligible
Equity Fund can avoid currency risks during the settlement period for either
purchases or sales.

Subject to its applicable investment policies, each Equity Fund other than the
Optimized Fund may invest in debt securities denominated in the European
Currency Unit ("ECU"), which is a "basket" consisting of specified amounts of
the currencies of certain of the member states of the European Community. The
specific amounts of currencies comprising the ECU may be adjusted by the Council
of Ministers of the European Community to reflect changes in relative values of
the underlying currencies. Such adjustments may adversely affect holders of ECU
denominated obligations or the marketability of such securities.

FOREIGN CURRENCY TRANSACTIONS

The value of the assets of an Equity Fund other than the Optimized Fund as
measured in U.S. dollars may be affected favorably or unfavorably by changes in
foreign currency exchange rates and exchange control regulations, and an
Underlying Fund may incur costs in connection with conversions between various
currencies. An Equity Fund will conduct its foreign currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign currency exchange market, or through forward contracts to purchase
or sell foreign currencies. A forward foreign currency exchange contract
("forward currency contract") involves an obligation to purchase or sell a
specific currency at a future date at a price set at the time of the contract.
The Equity Funds may enter into forward currency contracts in order to hedge
against adverse movements in exchange rates between currencies. However, this
tends to limit potential gains which might result from a positive change in such
currency relationships. An Equity Fund may also hedge its foreign currency
exchange rate risk by engaging in currency financial futures and options
transactions. The forecasting of short-term currency market movements is
extremely difficult and whether such a short-term hedging strategy will be
successful is highly uncertain.

It is impossible to forecast with precision the market value of portfolio
securities at the expiration of a forward currency contract. Accordingly, it may
be necessary for an Equity Fund to purchase additional currency on the spot
market if the market value of the security is less than the amount of foreign
currency such Underlying Fund is obligated to deliver when a decision is made to
sell the security and make delivery of the foreign currency in settlement of a
forward contract. Conversely, it may be necessary to sell on the spot market
some of the foreign currency received upon the sale of the portfolio security if
its market value exceeds the amount of foreign currency such Underlying Fund is
obligated to deliver.

If an Equity Fund retains the portfolio security and engages in an offsetting
transaction, it will incur a gain or a loss to the extent that there has been
movement in forward currency contract prices. If an Equity Fund engages in an
offsetting transaction, it may subsequently enter into a new forward currency
contract to sell the foreign currency. Although such contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they also
tend to limit any potential gain which might result should the value of such
currency increase. The Equity Funds will have to convert their holdings of
foreign currencies into U.S. dollars from time to time. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a

21
<PAGE>
profit based on the difference (the "spread") between the prices at which they
are buying and selling various currencies.

REPURCHASE AGREEMENTS

Securities held by a Fund or an Underlying Fund (other than the U.S. Treasury
Fund) may be subject to repurchase agreements. Under the terms of a repurchase
agreement, a Fund or an Underlying Fund would acquire securities from financial
institutions, subject to the seller's agreement to repurchase such securities at
a mutually agreed upon date and price, which includes interest negotiated on the
basis of current short-term rates. The seller under a repurchase agreement will
be required to maintain at all times the value of collateral held pursuant to
the agreement at not less than the repurchase price (including accrued
interest). If a seller defaults on its repurchase obligations, a Fund or an
Underlying Fund may suffer a loss in disposing of the security subject to the
repurchase agreement. For further information about repurchase agreements, see
"INVESTMENT OBJECTIVES AND POLICIES--Additional Information on Portfolio
Instruments--Repurchase Agreements" in the Statement of Additional Information.

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS

Each of the Funds and Underlying Funds may also borrow funds by entering into
reverse repurchase agreements and dollar roll agreements in accordance with
applicable investment restrictions. Pursuant to such agreements, a Fund or an
Underlying Fund would sell certain of its securities to financial institutions
such as banks and broker-dealers, and agree to repurchase them, or substantially
similar securities in the case of a dollar roll agreement, at a mutually agreed
upon date and price. A dollar roll agreement is identical to a reverse
repurchase agreement except for the fact that substantially similar securities
may be repurchased. At the time a Fund or an Underlying Fund enters into a
reverse repurchase agreement or dollar roll agreement, it will place in a
segregated custodial account assets such as U.S. Government securities or other
liquid securities consistent with its investment restrictions having a value
equal to the repurchase price (including accrued interest), and will
subsequently continually monitor the account to ensure that such equivalent
value is maintained at all times. Reverse repurchase agreements and dollar roll
agreements involve the risk that the market value of securities sold by a Fund
or an Underlying Fund may decline below the price at which it is obligated to
repurchase the securities.

FUTURES CONTRACTS

The Equity and Income Funds may also enter into contracts for the future
delivery of securities or foreign currencies and futures contracts based on a
specific security, class of securities, foreign currency or an index, purchase
or sell options on any such futures contracts and engage in related closing
transactions. A futures contract on a securities index is an agreement
obligating either party to pay, and entitling the other party to receive, while
the contract is outstanding, cash payments based on the level of a specified
securities index. An Underlying Fund may engage in such futures contracts in an
effort to hedge against market risks and to manage its cash position, but not
for leveraging purposes.

22
<PAGE>
Fund's total assets. Futures transactions will be limited to the extent
necessary to maintain each Underlying Fund's qualification as a regulated
investment company.

WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS

The Underlying Funds may each purchase securities on a when-issued or
delayed-delivery basis. An Underlying Fund will engage in when-issued and
delayed-delivery transactions only for the purpose of acquiring portfolio
securities consistent with its investment objective and policies, not for
investment leverage. When-issued securities are securities purchased for
delivery beyond the normal settlement date at a stated price and yield and
thereby involve a risk that the yield obtained in the transaction will be less
than that available in the market when delivery takes place. An Underlying Fund
will not pay for such securities or start earning interest on them until they
are received. When an Underlying Fund agrees to purchase such securities, its
Custodian will set aside cash or liquid securities equal to the amount of the
commitment in a segregated account. In when-issued and delayed-delivery
transactions, an Underlying Fund relies on the seller to complete the
transaction; the seller's failure to do so may cause such Underlying Fund to
miss a price or yield considered to be advantageous.

LENDING OF PORTFOLIO SECURITIES

In order to generate additional income, the Equity Funds and the Income Funds
from time to time may lend portfolio securities to broker-dealers, banks or
institutional borrowers of securities. The Underlying Funds must receive 102%
collateral in the form of cash or U.S. Government securities. This collateral
must be valued daily by Qualivest and, should the market value of the loaned
securities increase, the borrower must furnish additional collateral to the
Underlying Funds. During the time portfolio securities are on loan, the borrower
pays the Underlying Funds any dividends or interest paid on such securities.
Loans are subject to termination by the Underlying Funds or the borrower at any
time. While the Underlying Funds do not have the right to vote securities on
loan, they intend to terminate the loan and regain the right to vote if that is
considered important with respect to the investment. In the event the borrower
defaults on its obligation to an Underlying Fund, the Underlying Fund could
experience delays in recovering its securities and possible capital losses. The
Underlying Funds will only enter into loan arrangements with broker-dealers,
banks or other institutions which Qualivest has determined to be creditworthy
under guidelines established by the Board of Trustees that permit each
Underlying Fund to loan up to 33 1/3% of the value of its total assets.

MEDIUM-GRADE SECURITIES

Each of the Income Funds, the Large Companies Fund and the Small Companies
Fund may invest up to 10% of its total assets in debt securities within the
fourth highest rating group assigned by an NRSRO (i.e., BBB or Baa by S&P and
Moody's, respectively) and comparable unrated securities. These types of debt
securities are considered by Moody's and S&P to have some speculative
characteristics, and are more vulnerable to changes in economic conditions,
higher interest rates or adverse issuer-specific developments which are more
likely to lead to a weaker capacity to make principal and interest payments than
comparable higher rated debt securities.

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<PAGE>
Should subsequent events cause the rating of a debt security purchased by one
of the Underlying Funds to fall below BBB or Baa, as the case may be, Qualivest
will consider such an event in determining whether an Underlying Fund should
continue to hold that security. In no event, however, would a Fund be required
to liquidate any such portfolio security where the Fund would suffer a loss on
the sale of such security.

SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES

Each of the Equity and Income Funds may invest up to 10% of its total assets,
and each of the Money Funds may invest up to 25% of its total assets, in shares
of money market mutual funds for cash management purposes. The U.S. Treasury
Fund expects to make such purchases only in money market funds that restrict
their investments to U.S. Government securities. An Underlying Fund will incur
additional expenses due to the duplication of expenses as a result of investing
in other investment companies.

RESTRICTED SECURITIES

Securities in which the Underlying Funds may invest include securities issued
by corporations without registration under the Securities Act of 1933, as
amended (the "1933 Act"), in reliance on the so-called "private placement"
exemption from registration which is afforded by Section 4(2) of the 1933 Act
("Section 4(2) securities"). Section 4(2) securities are restricted as to
disposition under the federal securities laws, and generally are sold to
institutional investors such as the Underlying Funds who agree that they are
purchasing the securities for investment and not with a view to public
distribution. Any resale must also generally be made in an exempt transaction.
Section 4(2) securities are normally resold to other institutional investors
through or with the assistance of the issuer or investment dealers who make a
market in such Section 4(2) securities, thus providing liquidity. Pursuant to
procedures adopted by the Board of Trustees of the Trust, Qualivest may
determine Section 4(2) securities to be liquid if such securities are readily
marketable. These securities may include securities eligible for resale under
Rule 144A under the 1933 Act.

VALUATION OF SHARES

The net asset value of each Fund is determined and its Shares are priced as of
the close of regular trading on the New York Stock Exchange ("NYSE") (generally
1:00 p.m. Pacific Time) on each Business Day ("Valuation Time"). As used herein
a "Business Day" is a day on which the NYSE is open for trading, the Federal
Reserve Bank of San Francisco is open, and any other day except days on which
there are insufficient changes in the value of a Fund's portfolio securities to
materially affect the Fund's net asset value or days on which no Shares are
tendered for redemption and no order to purchase any Shares is received.
Currently, the NYSE or the Federal Reserve Bank of San Francisco is closed on
the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day,
Veterans Day, Thanksgiving and Christmas.

24
<PAGE>
Fund allocable to such class and any liabilities charged directly to that class,
by the number of outstanding Shares of such class.

The net asset value per Share of the Funds will fluctuate as the value of the
investment portfolio of a Fund changes.

PURCHASING SHARES

Class A Shares may be purchased directly from the Distributor, or through a
broker-dealer who has established a dealer agreement with the Distributor.
Except as otherwise discussed below under "Other Information Regarding
Purchases" and "Auto Invest Plan," the minimum initial investment in a Fund,
based upon the public offering price, is $500 ($50 in the case of an Individual
Retirement Account ("IRA")), and there is a $100 minimum ($50 for an IRA) for
subsequent purchases. Shareholders will pay the next calculated public offering
price after the receipt by the Distributor of an order to purchase Shares, plus
any applicable sales charge as described below (see "SALES CHARGES").

BY MAIL

To purchase Class A Shares of any of the Funds by mail, complete an Account
Application Form and return it along with a check or money order made payable to
Qualivest Funds at the following address: P. O. Box 3205, Portland, Oregon
97208.

An Account Application Form can be obtained by calling the Trust at
1-800-743-8637.

BY TELEPHONE OR BY WIRE

To purchase Class A Shares of any of the Funds by telephone or by wire, your
Account Application Form must have been previously received by the Distributor.
To place an order by telephone or by wire, call the Trust's toll-free number
1-800-743-8637. Payment for Class A Shares ordered by telephone may be made by
check or electronic transfer and must be received by the Custodian within the
settlement requirements defined in the Securities Exchange Act of 1934 (the
"1934 Act"). If payment for the Shares is not received within the prescribed
time periods, or if a check timely received does not clear, the purchase will be
canceled and the investor could be liable for any losses or fees incurred. Any
questions regarding current settlement requirements or electronic payment
instructions should be directed to the Trust at 1-800-743-8637. When purchasing
Class A Shares by wire, contact the Trust for wire instructions.

OTHER INFORMATION REGARDING PURCHASES

Purchases of Shares of the Funds will be executed at the next calculated net
asset value per Share following the receipt by the Trust of an order to purchase
Shares in good form ("public offering price"). In the case of orders for the
purchase of Shares placed through a broker-dealer, the applicable public
offering price will be the net asset value as so determined, but only if the
Distributor receives the order prior to the Valuation Time for that day and
transmits it to the Trust by that Valuation Time. The broker-dealer is
responsible for transmitting such orders promptly. If the broker-dealer fails to
do so, the investor's right to that day's closing price must be settled between
the investor and the broker-dealer. Purchases of Shares of any of the Funds will
be effected only on a Business Day of the Funds. An order received prior to the
Valuation Time on any Business Day will be executed

25
<PAGE>
at the net asset value determined as of the Valuation Time on the date of
receipt. An order received after the Valuation Time on any Business Day will be
executed at the net asset value determined as of the Valuation Time on the next
Business Day of that Fund.

The minimum initial investment amount and subsequent investment amount
referred to above may be waived if purchases are made in connection with payroll
deductions, IRAs, Keogh or similar plans and for so-called "sweep" arrangements
where an investor's cash assets are periodically transferred from an account
into one of the Funds. For information on IRAs, Keogh or similar plans, contact
the Trust at 1-800-743-8637.

The Trust reserves the right to reject any order for the purchase of its
Shares in whole or in part, including purchases made through the use of third
party checks and drafts drawn on foreign financial institutions.

Depending on the terms of an investor's account, an investor may be charged a
fee in connection with transactions in Shares effected through a broker or other
agent. This Prospectus should be read in conjunction with information regarding
the terms of such an account.

Every Shareholder will receive a confirmation of, or account statement
reflecting, each new transaction in the Shareholder's account, which will also
show the total number of Shares of the respective Fund owned by the Shareholder.
Shareholders may rely on these statements in lieu of certificates. Certificates
representing Shares of the Funds will not be issued.

AUTO INVEST PLAN

The Qualivest Funds Auto Invest Plan enables Shareholders to make regular
monthly, bi-monthly or quarterly purchases of Class A Shares through automatic
deduction from their bank accounts (as long as the Shareholder's bank is a
member of the Automated Clearing House). With Shareholder authorization, the
Trust's Transfer Agent will deduct the amount specified (subject to the
applicable minimums) from the Shareholder's bank account, which amount will
automatically be invested in Shares at the public offering price on the fifth
and/or the twentieth day of such month or quarter (or the next Business Day
thereafter). The required minimum initial investment for opening an account
using the Auto Invest Plan is $50; the minimum amount for subsequent investments
in a Fund is $50. To participate in the Auto Invest Plan, Shareholders should
complete the appropriate section of the Account Application Form or a
supplemental Auto Invest application that can be acquired by calling the Trust
at 1-800-743-8637. For a Shareholder to change the Auto Invest instructions, the
request must be made in writing to the Trust's Distributor, BISYS Fund Services,
3435 Stelzer Road, Columbus, Ohio 43219-3035 and may take up to 15 days to

implement.

26
<PAGE>
SALES CHARGES

The public offering price of Class A Shares of the Funds equals net asset value
plus the applicable sales charge. BISYS receives this sales charge as
Distributor and may reallow it as dealer discounts and brokerage commissions as
follows:

<TABLE>
<CAPTION>
SALES CHARGE AS:
--------------------------
% OF % OF NET
SIZE OF TRANSACTION OFFERING AMOUNT DEALER
AT OFFERING PRICE PRICE INVESTED REALLOWANCE
- ------------------------------- ----------- ------------- ---------------
<S> <C> <C> <C>
Less than $50,000.............. 4.00% 4.17% 3.60%
$50,000 but less than
$100,000..................... 3.25% 3.36% 2.93%
$100,000 but less than
$250,000..................... 2.25% 2.30% 2.03%
$250,000 but less than
$500,000..................... 1.75% 1.78% 1.58%
$500,000 but less than
$1,000,000................... 1.00% 1.01% 0.90%
$1,000,000 and over............ 0.00%* 0.00%* 1.00%**
</TABLE>

- ------------------------
* No initial sales charge applies to purchases of Class A Shares of $1 million
or more, although a CDSC of 1.00% will be imposed if these Shares are
redeemed less than one year after purchase. See "Contingent Deferred Sales
Charge ("CDSC")" below.

** The Distributor pays a commission to dealers who initiate and are responsible
for purchases of $1 million or more. Such commissions are paid at the rate of
1.00% of the amount under $3 million, 0.50% of the next $47 million, and
0.25% thereafter.

An investor may obtain reduced sales charges on Class A Shares under the
circumstances described below under "Reduced Sales Charges--Class A Shares."

OTHER INFORMATION

The Distributor, at its expense, will also provide additional compensation to
dealers in connection with sales of Shares of any of the Funds. Such
compensation will include financial assistance to dealers in connection with
conferences, sales or training programs for their employees, seminars for the
public, advertising campaigns regarding one or more of the Funds, and/or other
dealer-sponsored special events. In some instances, this compensation will be
made available only to certain dealers whose representatives have sold a
significant amount of such Shares. Compensation may include payment for travel
expenses, including lodging, to various locations for meetings or seminars of a
business nature. Compensation may also include the following types of non-cash
compensation offered through promotional contests: (1) travel and lodging at
vacation locations; (2) tickets for entertainment events; and (3) merchandise.
None of the aforementioned compensation is paid for by any Fund or its
Shareholders.

REDUCED SALES CHARGES

SALES CHARGE WAIVERS

The Distributor may waive sales charges for the purchase of Class A Shares of
a Fund by or on behalf of (1) purchasers for whom U.S. Bank or one of its
affiliates acts in a fiduciary, advisory, custodial or similar capacity, (2)
employees and retired employees (including spouses, children and parents of
employees and retired employees) of U.S. Bank, BISYS and any affiliates thereof,
(3) Trustees of the Trust, and their spouses and children, (4) directors and
retired directors (including spouses and children of directors and retired
directors) of U.S. Bank and any affiliates thereof, (5) purchasers who use
proceeds from an account for which U.S. Bank or one of its affiliates acts in a
fiduciary, advisory, custodial or similar capacity, to purchase Class A Shares
of a Fund, (6) brokers, dealers and agents who have a sales agreement with the
Distributor, and their employees (and the immediate family members of such
individuals), (7) investment advisers or financial planners that have entered
into an agreement with

27
<PAGE>
the Distributor and that place trades for their own accounts or the accounts of
eligible clients and that charge a fee for their services, and clients of such
investment advisers or financial planners who place trades for their own
accounts if such accounts are linked to the master account of the investment
adviser or financial planner on the books and records of a broker or agent that
has entered into an agreement with the Distributor, and (8) orders placed on
behalf of other investment companies distributed by BISYS, The BISYS Group,
Inc., or their affiliated companies. In addition, the Distributor may waive
sales charges for the purchase of a Fund's Class A Shares with the proceeds from
the recent redemption of shares of a non-money market mutual fund (except one of
the other funds of the Trust) sold with a sales charge. The purchase must be
made within 60 days of the redemption, and the Distributor must be notified in
writing by the investor, or by his or her financial institution, at the time the
purchase is made. A copy of the investor's account statement showing such
redemption must accompany such notice. To receive a sales charge waiver in
conjunction with any of the above categories, Shareholders must, at the time of
purchase, give the Transfer Agent or the Distributor sufficient information to
permit confirmation of qualification.

SENIOR CITIZENS DISCOUNT

The Distributor may offer a 10% reduction of sales charges for the purchase of
Class A Shares of a Fund by or on behalf of a purchaser who has attained the age
of 59 1/2 years. Any such reduction also will apply to purchases made through
the Auto Invest Plan. To receive this sales charge reduction, Shareholders must,
at the time of purchase, give the Transfer Agent or the Distributor sufficient
information to permit confirmation of qualification. BISYS will receive a sales
charge on such sales and may reallow it as dealer discounts and brokerage
commissions as follows:

<TABLE>
<CAPTION>
SALES CHARGE AS:
--------------------------
% OF % OF NET
SIZE OF TRANSACTION AT OFFERING OFFERING AMOUNT DEALER
PRICE PRICE INVESTED REALLOWANCE
- ------------------------------- ----------- ------------- ---------------
<S> <C> <C> <C>
Less than $50,000.............. 3.60% 3.73% 3.24%
$50,000 but less than
$100,000..................... 2.93% 3.01% 2.63%
$100,000 but less than
$250,000..................... 2.03% 2.07% 1.82%
$250,000 but less than
$500,000..................... 1.58% 1.60% 1.42%
$500,000 but less than
$1,000,000................... 0.90% 0.91% 0.81%
$1,000,000 and over............ 0.00%* 0.00%* 1.00%**
</TABLE>

CONCURRENT PURCHASES

For purposes of qualifying for a lower sales charge, investors have the
privilege of combining "concurrent purchases" of Class A Shares of the Funds,
the Equity Funds and the Income Funds. For example, if a Shareholder
concurrently purchases Class A Shares in one of the funds of the Trust sold with
a sales charge at the total public offering price of $25,000 and Class A Shares
in another fund sold with a sales charge at the total public offering price of
$75,000, the sales charge would be that applicable to a $100,000 purchase as
shown in the appropriate table above. The investor's "concurrent purchases"
described above shall include the combined purchases of the investor, the
investor's spouse and children under the age of 21 and the purchaser's
retirement plan accounts. To receive the applicable public offering price
pursuant to this privilege, Shareholders must, at the

28
<PAGE>
time of purchase, give the Transfer Agent or the Distributor sufficient
information to permit confirmation of qualification. This privilege, however,
may be modified or eliminated at any time or from time to time by the Trust
without notice.

LETTERS OF INTENT

An investor may obtain a reduced sales charge by means of a written Letter of
Intent which expresses the intention of such investor to purchase Class A Shares
of a Fund, an Equity Fund or an Income Fund at a designated total public
offering price within a designated 13-month period. Each purchase of Class A
Shares under a Letter of Intent will be made at the net asset value plus the
sales charge applicable at the time of such purchase to a single transaction of
the total dollar amount indicated in the Letter of Intent (the "Applicable Sales
Charge"). A Letter of Intent may include purchases of Class A Shares made not
more than 90 days prior to the date such investor signs a Letter of Intent;
however, the 13-month period during which the Letter of Intent is in effect will
begin on the date of the earliest purchase to be included. An investor will
receive as a credit against his/her purchase(s) of Shares during this 90-day
period at the end of the 13-month period, the difference, if any, between the
sales load paid on previous purchases qualifying under the Letter of Intent and
the Applicable Sales Charge.

A Letter of Intent is not a binding obligation upon the investor to purchase
the full amount indicated. The minimum initial investment under a Letter of
Intent is 5% of such amount. Class A Shares purchased with the first 5% of such
amount will be held in escrow (while remaining registered in the name of the
investor) to secure payment of the higher sales charge applicable to the Class A
Shares actually purchased if the full amount indicated is not purchased, and
such escrowed Class A Shares will be involuntarily redeemed to pay the
additional sales charge, if necessary. Dividends on escrowed Class A Shares,
whether paid in cash or reinvested in additional Class A Shares, are not subject
to escrow. The escrowed Class A Shares will not be available for disposal by the
investor until all purchases pursuant to the Letter of Intent have been made or
the higher sales charge has been paid. When the full amount indicated has been
purchased, the escrow will be released. To the extent that an investor purchases
more than the dollar amount indicated in the Letter of Intent and qualifies for
a further reduced sales charge, the sales charge will be adjusted for the entire
amount purchased at the end of the 13-month period. The difference in sales
charge will be used to purchase additional Class A Shares of such Fund at the
then current public offering price subject to the rate of sales charge
applicable to the actual amount of the aggregate purchases. For further
information about Letters of Intent, interested investors should contact the
Trust at 1-800-743-8637. This program, however, may be modified or eliminated at
any time or from time to time by the Trust without notice.

RIGHTS OF ACCUMULATION

Pursuant to the right of accumulation, investors are permitted to purchase
Class A Shares of the Funds at the public offering price applicable to the total
of (a) the total public offering price of the Class A Shares of the Funds then
being purchased plus (b) an amount equal to the then current net asset value of
the "purchaser's combined holdings" of the Class A Shares of all of the funds of
the Trust sold with a sales charge. Class A Shares sold to purchasers for whom
U.S. Bank or one of its affiliates acts in a fiduciary, advisory, custodial
(other than retirement accounts), agency, or similar capacity are not presently
subject to a sales charge. The "purchaser's combined holdings" described above

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<PAGE>
shall include the combined holdings of the purchaser, the purchaser's spouse and
children under the age of 21 and the purchaser's retirement plan accounts. To
receive the applicable public offering price pursuant to the right of
accumulation, Shareholders must, at the time of purchase, give the Transfer
Agent or the Distributor sufficient information to permit confirmation of
qualification. This right of accumulation, however, may be modified or
eliminated at any time or from time to time by the Trust without notice.

CONTINGENT DEFERRED SALES CHARGE ("CDSC")

Class A Shares purchased with no initial sales charge as part of an investment
of $1 million or more, which are redeemed less than one year after purchase will
be subject to a CDSC equal to 1.00% of an amount equal to the lesser of the net
asset value at the time of purchase of the Shares being redeemed or the net
asset value of such Shares at the time of redemption. Accordingly, a CDSC will
not be imposed on amounts representing increases in net asset value above the
net asset value at the time of purchase. In addition, a CDSC will not be
assessed on Shares purchased through reinvestment of dividends or capital gains
distributions, or that are purchased by "Institutional Investors" such as
corporations, pension plans, foundations, charitable institutions, insurance
companies, banks and other banking institutions, and non-bank fiduciaries.

Solely for purposes of determining the amount of time which has elapsed from
the time of purchase of any Shares, all purchases during a month will be
aggregated and deemed to have been made on the last day of the month. In
determining whether a CDSC is applicable to a redemption, the calculation will
be made in the manner that results in the lowest possible charge being assessed.
In this regard, it will be assumed that the redemption is first of Shares held
for more than one year or Shares acquired pursuant to reinvestment of dividends
or distributions.

The CDSC is waived on redemptions of Shares (i) following the death or
disability (as defined in the Internal Revenue Code of 1986, as amended (the
"Code")) of a Shareholder, (ii) to the extent that the redemption represents a
minimum required distribution from an IRA or a Custodial Account under Code
Section 403(b)(7) to a Shareholder who has reached age 70 1/2, and (iii) to the
extent the redemption represents the minimum distribution from retirement plans
under Code Section 401(a) where such redemptions are necessary to make
distributions to plan participants.

EXCHANGE PRIVILEGE

The exchange privilege enables Shareholders of Class A Shares of the Funds
(including Shares acquired through reinvestment of dividends and distributions
on such Shares) to exchange those Shares at net asset value without any sales
charge for Shares of the same class offered with the same or lower sales charge
by any of the Trust's other funds, provided that the amount to be exchanged
meets the applicable minimum investment requirements and the exchange is made in
states where it is legally authorized. Exchanges for Shares of one of the
Trust's other funds with a higher sales charge may be made upon payment of the
sales charge differential. Holders of a Fund's Class A Shares may not exchange
their Shares for Shares of any other class. An exchange will not affect the
holding period of the Shares for purposes of the CDSC.

If Class A Shares of a Money Fund were acquired by a previous exchange from
Class A

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<PAGE>
Shares of a fund with respect to which a sales charge had been paid, then such
Class A Shares of the Money Fund may be exchanged for Class A Shares of a Fund
without payment of any fees or sales charge. Under such circumstances, in order
to receive a reduced sales charge, the Shareholder must notify the Distributor
that a sales charge was originally paid and provide the Distributor with
sufficient information to permit confirmation of qualification. The foregoing
exchange privilege may be exercised only once during a calendar year and upon
written request by the Shareholder, and may be terminated or modified by the
Trust at any time, or from time to time.

An exchange is considered a sale of Shares and may result in a capital gain or
loss for federal income tax purposes.

A Shareholder wishing to exchange his or her Shares may do so by contacting
the Trust at 1-800-743-8637, by contacting their broker-dealer or by providing
written instructions to the Distributor. Any Shareholder who wishes to make an
exchange should obtain and review the current prospectus of the fund of the
Trust in which the Shareholder wishes to invest before making the exchange. For
a discussion of risks associated with unauthorized telephone exchanges, see
"REDEEMING SHARES--By Telephone" below.

QUALIVEST INDIVIDUAL RETIREMENT ACCOUNTS ("IRA")

A Qualivest IRA enables individuals, even if they participate in an
employer-sponsored retirement plan, to establish their own retirement program.
Qualivest IRA contributions may be tax-deductible and earnings are tax-deferred.
Under the Tax Reform Act of 1986, the tax deductibility of IRA contributions is
restricted or eliminated for individuals who participate in certain employer
pension plans and whose annual income exceeds certain limits. Existing IRAs and
future contributions up to the IRA maximums, whether deductible or not, still
earn income on a tax-deferred basis.

SIMPLIFIED EMPLOYEE PENSION PLAN ("SEP/IRA")

A Qualivest SEP/IRA may be established on a group basis by an employer who
wishes to sponsor a tax-sheltered retirement program by making contributions
into IRAs on behalf of all eligible employees.

SALARY REDUCTION SIMPLIFIED EMPLOYEE PENSION PLAN ("SAR-SEP/IRA")

A Qualivest SAR-SEP/IRA offers employers with 25 or fewer eligible employees
the ability to establish a SEP/IRA that permits salary reduction contributions.
All Qualivest IRA distribution requests must be made in writing to BISYS. Any
additional deposits to a Qualivest IRA must distinguish the type and year of the
contribution.

For more information on any of the Qualivest IRAs or other retirement plan
options available (401(k) Defined Contribution Plans, 403(b)(7) Defined
Compensation Plans, etc.), call the Trust at 1-800-743-8637. Shareholders are
advised to consult a tax adviser on Qualivest IRA contribution and withdrawal
requirements and restrictions.

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<PAGE>
REDEEMING SHARES

Shareholders may redeem their Class A Shares without charge, subject to the
CDSC described above if redeemed less than one year after purchase, on any day
that net asset value is calculated (see "VALUATION OF SHARES"). Redemptions will
be effected at the net asset value per Share next determined after receipt by
the Distributor of a redemption request. Redemptions may be requested by mail or
by telephone.

BY MAIL

A written request for redemption must be received by the Distributor in order
to honor the request. The Distributor's address is: BISYS Fund Services, 3435
Stelzer Road, Columbus, Ohio 43219-3035. The Transfer Agent will require a
signature guarantee by an eligible guarantor institution. The signature
guarantee requirement will be waived if all of the following conditions apply:
(1) the redemption check is payable to the Shareholder(s) of record, and (2) the
redemption check is mailed to the Shareholder(s) at the address of record. The
Shareholder may also have the proceeds mailed to a commercial bank account
previously designated on the Account Application Form. There is no charge for
having redemption proceeds mailed to a designated bank account. To change the
address to which a redemption check is to be mailed, a written request therefor
must be received by the Transfer Agent. In connection with such request, the
Transfer Agent will require a signature guarantee by an eligible guarantor
institution.

For purposes of this policy, the term "eligible guarantor institution" shall
include banks, brokers, dealers, credit unions, securities exchanges and
associations, clearing agencies and savings associations, as those terms are
defined in the 1934 Act. The Transfer Agent reserves the right to reject any
signature guarantee if (1) it has reason to believe that the signature is not
genuine, (2) it has reason to believe that the transaction would otherwise be
improper, or (3) the guarantor institution is a broker or dealer that is neither
a member of a clearing corporation nor maintains net capital of at least
$100,000.

BY TELEPHONE

Shares may be redeemed by telephone if the Account Application Form reflects
that the Shareholder has elected that privilege. If the telephone feature was
not originally selected, the Shareholder must provide written instructions to
the Trust to add it. The Shareholder may have the proceeds mailed to the
Shareholder's address or mailed or wired to a commercial bank account previously
designated on the Account Application Form. Under most circumstances, payments
will be transmitted on the next Business Day. Wire redemption requests may be
made by the Shareholder by telephone to the Trust at 1-800-743-8637. While the
Transfer Agent currently does not charge a wire redemption fee, the Transfer
Agent reserves the right to impose such a fee in the future.

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<PAGE>
the result of unauthorized telephone redemptions or exchanges believed by the
Transfer Agent to be genuine. The Trust will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. These
procedures include recording all phone conversions, sending confirmations to
Shareholders within 72 hours of the telephone transaction, verifying the account
name and a Shareholder's account number or tax identification number and sending
redemption proceeds only to the address of record or to a previously authorized
bank account. If a Shareholder is unable to contact the Funds by telephone, a
Shareholder may also mail the redemption request to the Distributor at the
address above.

AUTO WITHDRAWAL PLAN

The Auto Withdrawal Plan enables Shareholders of the Funds to make regular
monthly, bi-monthly, or quarterly redemptions of Class A Shares. With
Shareholder authorization, the Transfer Agent will automatically redeem Class A
Shares at the net asset value on the fifth and/or twentieth day of the month or
quarter (or the next Business Day thereafter) and have the amount specified
transferred according to the written instructions of the Shareholder.
Shareholders participating in this Plan must maintain a minimum account balance
of $500. The required minimum withdrawal is $100, monthly or quarterly.

The Auto Withdrawal Plan may be modified or terminated without notice. In
addition, the Trust may suspend a Shareholder's withdrawal plan without notice
if the account contains insufficient funds to effect a withdrawal or in the
event that the account balance is less than the minimum $500 amount.

To participate in the Auto Withdrawal Plan, Shareholders should call
1-800-743-8637 for more information. Purchases of additional Class A Shares
concurrently with withdrawals may be disadvantageous to certain Shareholders
because of tax liabilities and sales charges. For a Shareholder to change the
Auto Withdrawal Plan instructions, the request must be made in writing to the
Distributor and may take up to 15 days to implement.

OTHER INFORMATION REGARDING REDEMPTION OF SHARES

All redemption orders are effected at the net asset value per Share next
determined after the Shares are properly tendered for redemption, as described
above. The proceeds paid upon redemption of Shares in the Funds, less any
applicable CDSC, may be more or less than the amount invested. Payment to
Shareholders for Shares redeemed will be made within seven days after receipt of
the request for redemption, or within such shorter period as required by law. To
the greatest extent possible, requests from Shareholders of a Fund for next
Business Day payments upon redemption of Shares will be honored if received in
good form by the Distributor before the Valuation Time on a Business Day or, if
received after the Valuation Time, within two Business Days, unless it would be
disadvantageous to that Fund or its Shareholders to sell or liquidate portfolio
securities in an amount sufficient to satisfy requests for payments in that
manner.

The Trust reserves the right to redeem involuntarily, at net asset value, the
Shares of any Shareholder if, because of redemptions of Shares by or on behalf
of the Shareholder (but not as a result of the establishment of an account with
less than $500 using the Auto Invest Plan), the account of such Shareholder

33
<PAGE>
has a value of less than $500. Accordingly, an investor purchasing Shares of a
Fund in only the minimum investment amount may be subject to such involuntary
redemption if the investor thereafter redeems any Shares. Before the Trust
exercises its right to redeem such Shares and to send the proceeds to the
Shareholder, the Shareholder will be given notice that the value of the Shares
in the Shareholder's account is less than the minimum amount and will be allowed
60 days to make an additional investment in an amount which will increase the
value of the account to at least $500.

At various times, the Trust may be requested to redeem Shares for which it has
not yet received good payment. In such circumstances, the forwarding of proceeds
may be delayed until payment has been collected for the purchase of such Shares,
which delay may be for 15 days or more. Such delay may be avoided if Shares are
purchased by wire transfer of federal funds. The Trust intends to pay cash for
all Shares redeemed.

See the Statement of Additional Information ("ADDITIONAL PURCHASE AND
REDEMPTION INFORMATION") for examples of when the right of redemption may be
suspended.

MANAGEMENT OF THE FUNDS

TRUSTEES

Overall responsibility for management of the Trust rests with its Trustees,
who are elected by the Shareholders of all of the Trust's funds. The Trust will
be managed by the Trustees in accordance with the laws of the Commonwealth of
Massachusetts governing business trusts. There are currently five Trustees,
three of whom are not "interested persons" of the Trust within the meaning of
that term under the 1940 Act. The Trustees, in turn, elect the officers of the
Trust to supervise its day-to-day operations. The Trustees of the Trust are:
George R. Landreth, David F. Jones, John W. Judy, Raymond H. Lung and David B.
Frohnmayer.

The Trustees and officers of the Trust serve in such positions for the Funds
and for the Underlying Funds. If the interests of the Funds and the Underlying
Fund were to become divergent, it is possible that a conflict of interest could
arise and affect how the Trustees and officers fulfill their fiduciary duties to
the Funds and the Underlying Funds. While the Trustees believe they have
structured the Funds to avoid such conflicts, if a situation arises where
appropriate action for a Fund could adversely affect an Underlying Fund, or vice
versa, the Trustees and officers will carefully analyze the situation and take
all steps they believe reasonable to minimize and, where possible, eliminate the
potential conflict. To this end, restrictions have been adopted by the Funds to
minimize this possibility, and close and continuous monitoring will be exercised
to avoid, insofar as possible, these concerns.

INVESTMENT ADVISER

Qualivest Capital Management, Inc., P.O. Box 2758, Portland, Oregon 97208, is
the investment adviser of the Trust. Qualivest, a registered investment adviser,
is an affiliate of U.S. Bank, which is a wholly owned subsidiary of U.S.
Bancorp. U.S. Bancorp is a super-regional financial services holding company
organized under the laws of Oregon in 1968. U.S. Bank, headquartered in
Portland, is a national banking

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<PAGE>
association chartered in 1891. It offers a wide variety of full-service and
commercial banking operations in over 200 locations in Oregon. Other services of
U.S. Bancorp and its subsidiaries include mortgage banking, lease financing,
consumer financing, commercial finance, international banking, investment
advisory, insurance agency and credit life insurance services, brokerage and
venture capital. As of October 31, 1996, Qualivest had under management nearly
$10 billion in assets. It also is investment adviser to Tax-Free Trust of
Oregon, a tax-free municipal bond fund, whose assets were approximately $304
million at that date.

Qualivest invests each Fund's assets according to its investment objective and
policies set forth above and pursuant to guidelines established by the Board of
Trustees for each Fund. Such allocation decisions are made by the Qualivest
Investment Strategy Committee (the "Committee"). Timothy Leach, President and
Chief Investment Officer of Qualivest, acts as Chairman of the Committee. For
the services provided and expenses assumed pursuant to its Investment Advisory
Agreement with the Trust, Qualivest receives a fee from each of the Funds,
computed daily and paid monthly, at an annual rate of 0.05% of each Fund's
average daily net assets. Each Fund, as a Shareholder in an Underlying Fund,
also will indirectly bear its proportionate share of any investment advisory
fees and other expenses paid by the Underlying Fund. The ratios of operating
expenses to average daily net assets of the Class Y Shares of the Underlying
Funds for the period ended July 31, 1996 were as follows: Large Companies Fund--
0.93%; Small Companies Fund--1.08%; International Fund--0.81%; Optimized Fund--
0.60%; Intermediate Bond Fund--0.76%; Bond Fund--0.61%; U.S. Treasury
Fund--0.31%; and Money Market Fund--0.51%.

Subject to the general supervision of the Trust's Board of Trustees and in
accordance with each of the Underlying Funds' investment objective, policies and
restrictions, Qualivest has agreed in its Investment Advisory Agreement with the
Trust to provide or arrange for the provision of a continuous investment program
for each Underlying Fund, including investment research and management with
respect to the Underlying Funds' portfolio securities, investments and cash.
Qualivest has implemented a team approach to the management of the Underlying
Funds, under which a "Lead Manager" has primary portfolio management
responsibility for an Underlying Fund and is assisted by a "Co-Manager."

John R. Dozier, who joined U.S. Bank in 1976 and Qualivest at the time of its
inception as a registered investment advisor in 1984, is the Equity Manager
primarily responsible for managing the Large Companies Fund. Mr. Dozier has
twenty-six years of investment management experience and received a Bachelor of
Arts degree in Economics from Claremont Men's College. John R. Swank, an Equity
Manager with twenty years of experience in portfolio management, including
seventeen years of combined employment by U.S. Bank and Qualivest, assists Mr.
Dozier in managing the Large Companies Fund. Mr. Swank has a Bachelor of Science
degree in Finance and a Master of Business Administration degree, both from Long
Beach State University. He is also a Chartered Financial Analyst.

Dale E. Benson, an Equity Manager at Qualivest, has primary responsibility for
management of the Small Companies Fund. Mr. Benson has twenty-four years of
investment management experience and has been employed by U.S. Bank since 1973
and by Qualivest since its inception. He received a Bachelor of Arts

35
<PAGE>
degree from Pacific Lutheran University and a Doctorate in History from the
University of Maine. Mr. Benson is also a Chartered Financial Analyst. Frank
Magdlen assists Mr. Benson in managing the Small Companies Fund. Mr. Magdlen,
who also is a Chartered Financial Analyst, analyzes closely held companies for
Qualivest and has twenty-three years of investment experience. He received a
Bachelor of Arts degree in Finance from the University of Portland and a Master
of Business Administration degree from the University of Southern California.
Mr. Magdlen has been employed by U.S. Bank since 1979 and by Qualivest since
1984.

Daniel J. Rauchle has primary responsibility for managing the International
Fund. Prior to joining Qualivest as an Equity Manager, Mr. Rauchle was an
independent consultant to small businesses and financial institutions
specializing in finance and investments. Mr. Rauchle received Bachelor of
Business Administration, Master of Business Administration, and Juris Doctor
degrees from the University of Wisconsin. Timothy Leach, President and Chief
Investment Officer of Qualivest, assists Mr. Rauchle in managing the
International Fund. He has fourteen years of investment management experience,
both at Qualivest and at other investment management organizations, and is
responsible for the management of Qualivest. Mr. Leach has a Bachelor of Science
degree in Business Management and Agricultural Science and a Master of Business
Administration degree from the University of California, Berkeley. Mr. Leach has
primary responsibility for managing the Optimized Fund, and Mr. Rauchle assists
Mr. Leach in managing that Underlying Fund.

Portfolio management of the Intermediate Bond Fund is the primary
responsibility of Curry A. Garvin, a Fixed-Income Manager who has been employed
by U.S. Bank since 1981 and by Qualivest since 1985. Mr. Garvin, who is a
Chartered Financial Analyst, received a Bachelor of Science degree in Finance
from the University of Oregon. John McCune, a Fixed-Income Manager with ten
years of investment management experience, assists Mr. Garvin in managing the
Intermediate Bond Fund. Mr. McCune joined the Qualivest team in 1996 as part of
the U.S. Bancorp/West One Bancorp merger. Prior to 1996, Mr. McCune had been
employed as a Senior Portfolio Manager at West One Bancorp and AMR Corporation.
Mr. McCune received a Bachelor of Science degree in Finance from Brigham Young
University and a Master of Business Administration degree from the University of
California at Los Angeles. Mr. McCune has primary responsibility for managing
the Bond Fund, and Mr. Garvin assists Mr. McCune in managing that Underlying
Fund.

For the services provided and expenses assumed pursuant to its Investment
Advisory Agreement with the Trust, Qualivest receives a fee from each of the
Underlying Funds, computed daily and paid monthly, at the following annual rates
of each Underlying Fund's average daily net assets: Large Companies Fund--
0.75%; Small Companies Fund--0.80%; International Fund--0.60%; Optimized Fund--
0.50%; Intermediate Bond Fund--0.60%; Bond Fund--0.60%; U.S. Treasury
Fund--0.35%; and Money Market Fund--0.35%.

While the fees for the Large Companies and Small Companies Funds are higher
than the advisory fees paid by most investment companies, the Board of Trustees
believes them to be comparable to advisory fees paid by many funds having
similar objectives and policies. Qualivest may periodically voluntarily reduce
all or a
por-

36
<PAGE>
tion of its advisory fee with respect to an Underlying Fund to increase the net
income of that Underlying Fund available for distribution as dividends. The
voluntary fee reduction will cause the return of that Underlying Fund to be
higher than it would otherwise be in the absence of such reduction.

ADMINISTRATOR AND DISTRIBUTOR

BISYS Fund Services, 3435 Stelzer Road, Columbus, Ohio 43219-3035, a division
of BISYS Group, Inc., is the administrator for each fund of the Trust, and also
acts as the Trust's principal underwriter and distributor.

The Administrator generally assists in all aspects of the Funds'
administration and operation. For expenses assumed and services provided as
administrator pursuant to its Management and Administration Agreement with the
Trust, the Administrator receives a fee from each Fund equal to the lesser of a
fee, computed daily and paid periodically, at an annual rate of 0.07% of the
Fund's average daily net assets, or such other fee as may be agreed upon from
time to time by the Trust and the Administrator. The Administrator may
periodically voluntarily reduce all or a portion of its administrative fee with
respect to a Fund to increase the net income of that Fund available for
distribution as dividends. The voluntary fee reduction will cause the return of
that Fund to be higher than it would otherwise be in the absence of such
reduction.

The Distributor acts as agent for the Funds in the distribution of their
Shares and, in such capacity, solicits orders for the sale of Shares,
advertises, and pays the cost of advertising, office space and its personnel
involved in such activities. Under its Distribution Agreement with the Trust,
the Distributor may retain some or all of any sales charge imposed upon the
Shares. It may also receive compensation under the Distribution and Shareholder
Service Plan regarding the Class A Shares described below.

OTHER SERVICE PROVIDERS

BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219-3035,
serves as the Trust's transfer agent and dividend disbursing agent pursuant to a
Transfer Agency Agreement with the Trust and receives a fee for such services.
BISYS Fund Services Ohio, Inc. also provides certain accounting services for
each of the Funds and receives a fee for such services. Deloitte & Touche LLP
serves as independent auditors for the Trust. United States National Bank of
Oregon is the custodian of the Funds. See "MANAGEMENT OF THE TRUST" in the
Statement of Additional Information for further information.

While BISYS Fund Services Ohio, Inc. is a distinct legal entity from BISYS
(the Trust's administrator and distributor), BISYS Fund Services Ohio, Inc. is
considered to be an affiliated person of BISYS under the 1940 Act due to, among
other things, the fact that BISYS Fund Services Ohio, Inc. is owned by
substantially the same persons that directly or indirectly own BISYS.

EXPENSES

Qualivest and the Administrator each bear all expenses in connection with the
performance of its services other than the cost of securities purchased for the
Trust. Each Fund will bear the following expenses relating to its operation:
taxes, interest, fees of the Trustees of the Trust, Securities and Exchange
Commission fees, state securities qualification fees, outside auditing and legal
expenses, advisory and administration

37
<PAGE>
fees, fees and out-of-pocket expenses of the Custodian, Transfer Agent and fund
accountant, certain insurance premiums, costs of maintenance of the Trust's
existence, costs of Shareholders' reports and meetings, and any extraordinary
expenses incurred in each Fund's operation. The ratios of operating expenses to
average daily net assets of the Class A Shares for the period ended July 31,
1996 were as follows: Conservative Fund--0.00%; Balanced Fund--0.00%; Growth
Fund--0.00%; and Aggressive Fund--0.57%.

As a general matter, expenses are allocated to the Class A and Class Y Shares
of the Funds on the basis of the relative net asset value of each class. Class A
Shares may bear certain additional retail transfer agency expenses, as well as
Shareholder service and distribution costs incurred pursuant to the Distribution
and Shareholder Service Plan described below.

The Trustees reserve the right, subject to the receipt of relevant regulatory
approvals or rulings, if needed, to allocate certain other expenses to the
Shareholders of a particular class, including Class A Shares, on a basis other
than relative net asset value, as they deem appropriate ("Class Expenses"). In
such event, Class Expenses would be limited to: transfer agency fees identified
by the Transfer Agent as attributable to a specific class; printing and postage
expenses related to preparing and distributing materials such as Shareholder
reports, prospectuses and proxies to current Shareholders; Blue Sky registration
fees incurred by a class of Shares; Securities and Exchange Commission
registration fees incurred by a class of Shares; expenses related to
administrative personnel and services as required to support the Shareholders of
a specific class; litigation or other legal expenses relating solely to one
class of Shares; and Trustees' fees incurred as a result of issues relating
solely to one class of Shares.

BANKING LAWS

Federal banking laws and regulations presently prohibit a national bank or any
affiliate thereof from sponsoring, organizing or controlling a registered
open-end investment company continuously engaged in the issuance of its shares,
and generally from underwriting, selling or distributing securities, such as
Shares of the Funds.

Qualivest is a subsidiary of U.S. Bank, and it and U.S. Bank are affiliates of
a bank holding company. They are therefore subject to applicable federal banking
laws and regulations. Qualivest has been advised by its counsel that it may
perform the advisory services for the Funds required by the Investment Advisory
Agreement and, provided that they do not engage in underwriting, selling or
distribution of the Funds' Shares, Qualivest's national bank affiliates may
perform shareholder servicing activities and may receive compensation without
violating federal banking laws and regulations.

In the event that, due to future events, Qualivest is prohibited from acting
as the investment adviser of the Funds and the Underlying Funds, it is probable
that the Board of Trustees would either recommend to Shareholders the selection
of another qualified adviser or, if that course of action appeared impractical,
that the Funds and Underlying Funds be liquidated.

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<PAGE>
DISTRIBUTION PLAN

Pursuant to Rule 12b-1 under the 1940 Act, the Trust has adopted a
Distribution and Shareholder Service Plan with respect to the Class A Shares of
each Fund (the "Plans").

Pursuant to the Plans, each Fund is authorized to pay or reimburse BISYS, as
Distributor of the Class A Shares of the Fund, for certain expenses that are
incurred in connection with Shareholder and distribution services. Payments
under the Plans will be calculated daily and paid monthly at an annual rate not
to exceed 0.25% of the average daily net assets of Class A Shares of each Fund.
As authorized by the Plans, BISYS has entered into a Rule 12b-1 Agreement with
U.S. Bancorp Securities, Inc. ("USBS"), an affiliate of Qualivest, pursuant to
which USBS has agreed to provide certain Shareholder and distribution services
in connection with Class A Shares of the Funds purchased and held by USBS for
the accounts of its customers and Class A Shares of the Funds purchased and held
by customers of USBS directly. BISYS will be compensated by the Funds in an
amount equal to its payments to USBS under the Rule 12b-1 Agreement. Such fee
may exceed the actual costs incurred by USBS in providing such services.

Payments under the Plans may be used by BISYS to pay banks and their
affiliates (including U.S. Bank and its affiliates), and other institutions,
including broker-dealers (each a "Participating Organization"), for
administration, distribution, and/or Shareholder service assistance pursuant to
an agreement between BISYS and the Participating Organization. Pursuant to the
Plans, the Distributor may enter into Rule 12b-1 Agreements with Participating
Organizations for providing Shareholder and distribution services to their
customers who are the record or beneficial owners of Shares. Such Participating
Organizations will be compensated at an annual rate of up to 0.25% of the
average daily net assets of the Class A Shares held of record or beneficially by
such customers. Under the Plans, a Participating Organization may include BISYS,
its subsidiaries, and its affiliates.

Payments to the Distributor pursuant to the Plans will be used (i) to
compensate Participating Organizations for providing distribution assistance
relating to Shares, (ii) for promotional activities intended to result in the
sale of Shares, such as to pay for the preparation, printing and distribution of
prospectuses to other than current Shareholders, and (iii) to compensate
Participating Organizations for providing Shareholder services with respect to
their customers who are, from time to time, beneficial and record holders of
Shares of the Funds.

Fees paid pursuant to the Plans are accrued daily and paid monthly, and are
charged as expenses of Class A Shares of a Fund as accrued.

GENERAL INFORMATION

The Plans may be terminated by a vote of a majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and who have
no direct or indirect financial interest in the operation of the Plans or in any
agreements related to a Plan ("Independent Trustees"), or by a vote of a
majority of the holders of the outstanding voting securities of the Class A of
Shares subject thereto. Any change in the Plans that would increase materially
the distribution expenses paid by a Fund

39
<PAGE>
requires Shareholder approval; otherwise, the Plans may be amended by the
Trustees, including a majority of the Independent Trustees, by a vote cast in
person at a meeting called for the purpose of voting upon the amendment. As long
as the Plans are in effect, the selection or nomination of the Independent
Trustees is committed to the discretion of the Independent Trustees.

DIVIDENDS AND TAXES

DIVIDENDS

Net income is declared and paid monthly as a dividend to Shareholders of
record of the Conservative and Balanced Funds at the close of business on or
about the final Business Day of each month and is generally paid shortly
thereafter. Net income is declared as a dividend to Shareholders of record of
the Growth and Aggressive Funds at the close of business on or about the final
Business Day of April, July, October, and December and is generally paid shortly
thereafter. Distributable net realized capital gains are distributed at least
annually. For more information regarding the payment of dividends and
distributions, call the Trust at 1-800-743-8637.

A Shareholder will automatically receive all income dividends and capital
gains distributions in additional full and fractional Shares at net asset value
as of the date of declaration, unless the Shareholder elects to receive
dividends or distributions in cash or elects to participate in the Qualivest
Directed Dividend Option. Such election, or any revocation thereof, must be made
in writing to the Transfer Agent at 3435 Stelzer Road, Columbus, Ohio
43219-3035, and will become effective with respect to dividends and
distributions having record dates after its receipt by the Transfer Agent.

If a Shareholder elects to receive distributions in cash and checks (1) are
returned and marked as "undeliverable" or (2) remain uncashed for six months,
the cash election will be changed automatically and future dividend and capital
gains distributions will be reinvested in the appropriate Fund at the per Share
net asset value determined as of the date of payment of the distribution. In
addition, any undeliverable checks or checks that remain uncashed for six months
will be canceled and will be reinvested in the Fund at the per Share net asset
value determined as of the date of cancellation.

DIRECTED DIVIDEND OPTION

A Shareholder may elect to have all income dividends and capital gains
distributions paid by check, reinvested in the Fund or reinvested in the same
class of any of the Trust's other funds, provided the other fund is maintained
at the minimum required balance. The Directed Dividend Option may be modified or
terminated by the Trust at any time after notice to participating Shareholders.
Participation in the Directed Dividend Option may be terminated or changed by
the Shareholder at any time by writing the Distributor. The Directed Dividend
Option is not available to participants in any of the Qualivest IRAs.

FEDERAL TAXES

Each Fund intends to qualify annually and elect to be treated as a regulated
investment company under the Code, so that it generally will not be subject to
federal income tax on its taxable income and gains that are distributed to
Shareholders. In order to avoid a 4% federal

40
<PAGE>
excise tax, each Fund intends to distribute each calendar year substantially all
of its taxable income and gains.

Distributions from a Fund's investment company taxable income (which includes,
among other items, dividends, taxable interest and the excess, if any, of net
short-term capital gains over net long-term capital losses) are taxable to
Shareholders as ordinary income. Dividends paid by the Funds to corporate
Shareholders, to the extent such dividends are attributable to dividends
received from U.S. corporations, may qualify for the dividends-received
deduction. However, the alternative minimum tax applicable to corporations may
reduce the value of the dividends-received deduction. Distributions of net
capital gains (the excess of net long-term capital gains over net short-term
capital losses), if any, designated by a Fund as capital gain dividends, are
taxable as long-term capital gains, regardless of how long the Shareholder has
held the Fund's Shares and are not eligible for the dividends-received
deduction.

Certain dividends declared by a Fund in October, November or December and paid
during the following January will be treated as having been received by
Shareholders on December 31 in the year the distributions were declared.
Reinvested distributions will be taxable as if they had been received in cash.

Each Fund may be required to withhold federal income tax at the rate of 31% of
all taxable distributions paid to Shareholders who fail to provide a Fund with
their correct taxpayer identification number or to make required certifications
or who have been notified by the Internal Revenue Service that they are subject
to backup withholding. Corporate Shareholders and certain other Shareholders
specified in the Code are exempt from backup withholding. Backup withholding is
not an additional tax and any amounts withheld may be credited against the
Shareholder's federal income tax liability.

Shareholders of the Funds should be aware that under the laws of some state
and local taxing authorities, distributions from a Fund that are attributable to
interest earned on certain U.S. Government securities may not be subject to
state or local taxes. Shareholders also should be aware that under the laws of
some state and local taxing authorities, distributions from the Funds that are
attributable to interest on state and municipal securities issued within the
Shareholder's own state may not be subject to state or local taxes.

Prior to purchasing Shares of the Funds, the impact of dividends or capital
gains distributions which are expected to be declared or have been declared, but
have not been paid, should be carefully considered. Any such dividends or
capital gains distributions paid shortly after a purchase of Shares prior to the
record date will have the effect of reducing the per Share net asset value of
the Shares by the amount of the dividends or distributions. All or a portion of
such dividends or distributions, although in effect a return of capital, is
subject to tax.

Shareholders will be furnished annually with information relating to the
nature and amounts of distributions made by a Fund.

The preceding discussion is only a summary of some of the federal tax
considerations generally affecting the Funds and their Shareholders and does not
address every possible situation. Distributions may be subject to state, local
and foreign taxes, and non-U.S. Shareholders may be subject to U.S. tax rules
that differ significantly from those summarized herein. Prospective Shareholders
should consult their tax advisers with respect to the effect of investing in a

41
<PAGE>
Fund. For additional information relating to taxes, see "ADDITIONAL
INFORMATION-- Additional Tax Information" in the Statement of Additional
Information.

GENERAL INFORMATION

ORGANIZATION OF THE TRUST

The Trust was organized as a Massachusetts business trust in 1994 and
currently offers fifteen funds. The Shares of each of the Funds are offered in
two separate classes: Class A Shares and Class Y Shares. Shares of the Equity
Funds and the Income Funds are offered in Class A Shares, Class C Shares and
Class Y Shares, while Shares of the Money Funds are offered in Class A Shares,
Class Q Shares and Class Y Shares. Each Share represents an equal proportionate
interest in a fund with other Shares of the same fund, and is entitled to such
dividends and distributions out of the income earned on the assets belonging to
that fund as are declared at the discretion of the Trustees. Shares are without
par value. Shareholders are entitled to one vote for each dollar of value
invested and a proportionate fractional vote for any fraction of a dollar
invested. Shareholders will vote in the aggregate and not by fund except as
otherwise expressly required by law.

An annual or special meeting of Shareholders to conduct necessary business is
not required by the Trust's Declaration of Trust, the 1940 Act or other
authority except, under certain circumstances, to elect Trustees, amend the
Declaration of Trust, approve an investment advisory agreement and to satisfy
certain other requirements. To the extent that such a meeting is not required,
the Trust may elect not to have an annual or special meeting.

The Trust will call a special meeting of Shareholders for purposes of
considering the removal of one or more Trustees upon written request therefor
from Shareholders holding not less than 10% of the outstanding votes of the
Trust. At such a meeting, a quorum of Shareholders (constituting a majority of
votes attributable to all outstanding Shares of the Trust), by majority vote,
has the power to remove one or more Trustees.

MULTIPLE CLASSES OF SHARES

In addition to Class A Shares, the Trust also offers Class Y Shares of the
Funds. Class Y Shares are sold through procedures established by the Distributor
only to certain institutional investors and bank trust departments purchasing
Shares on behalf of fiduciary, advisory, agency, custody or other similar
accounts maintained by, or on behalf of, their customers. Class Y Shares are not
sold subject to a sales load and do not bear expenses under the Plans pertaining
to Class A Shares. The amount of dividends payable with respect to Class Y
Shares will exceed dividends on Class A Shares as a result of the Plan fees
applicable to Class A Shares and because Class A Shares may bear additional
retail transfer agency expenses. For further details regarding eligibility
requirements for the purchase of Class Y Shares, call the Trust at
1-800-743-8637.

PERFORMANCE INFORMATION

42
<PAGE>
Also, from time to time, the Funds may present their respective distribution
rates for a class of Shares in supplemental sales literature which is
accompanied or preceded by a prospectus and in Shareholder reports.

Standardized yield and total return quotations will be computed separately for
Class A and Class Y Shares. Because of differences in the fees and/or expenses
borne by Class A and Class Y Shares of the Funds, the net yield and total return
on Class A Shares can be expected, at any given time, to be lower than the net
yield and total return on Class Y Shares for the same period.

Investors may also judge the performance of any class of Shares or Fund by
comparing or referencing it to the performance of other mutual funds with
comparable investment objectives and policies through various mutual fund or
market indices such as those prepared by various services, which indices may be
published by such services or by other services or publications, including, but
not limited to, ratings published by Morningstar, Inc. In addition to
performance information, general information about the Funds that appears in
such publications may be included in advertisements, in sales literature and in
reports to Shareholders. For further information regarding such services and
publications, see "ADDITIONAL INFORMATION--Performance Comparisons" in the
Statement of Additional Information.

Total return and yield are functions of the type and quality of instruments
held in the portfolio, operating expenses, and market conditions. Any fees
charged with respect to customer accounts for investing in Shares of the Funds
will not be included in performance calculations; such fees, if charged, will
reduce the actual performance from that quoted. In addition, if Qualivest and
BISYS voluntarily reduce all or a part of their respective fees, the total
return of such Fund will be higher than it would otherwise be in the absence of
such voluntary fee reductions.

ACCOUNT SERVICES

Shareholders of the Trust may obtain current price, yield and other
performance information on the Funds or any of the Trust's funds 24 hours a day
by calling 1-800-743-8637 from any touch-tone telephone.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and annual reports
audited by independent public accountants. Inquiries regarding the Trust may be
directed in writing to Qualivest Funds at 3435 Stelzer Road, Columbus, Ohio
43219, or by calling toll free 1-800-743-8637.

No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offering
made by this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the Funds
or their Distributor. This Prospectus does not constitute an offering by the
Funds or by their Distributor in any jurisdiction in which such offering may not
lawfully be made.

43
<PAGE>

MANAGED BY ONE OF THE NORTHWEST'S
LEADING INVESTMENT MANAGERS
The Qualivest Dynamic Allocation Series is managed by Qualivest Capital
Management, Inc., a subsidiary of U.S. Bancorp, to give investors the best of
both worlds, with nationally recognized investment expertise and a local
management perspective. While the portfolio managers at Qualivest Capital
Management, Inc., have access to Wall Street using today's technology, they also
have unique insight into the companies and businesses in which they invest.

Over the past decade, Pacific Northwest-based Qualivest Capital Management, Inc.
has grown to be a regional investment management powerhouse with $9 billion
under management, by developing solid, highly disciplined investment strategies
for individual and institutional investors. The portfolio managers at Qualivest
Capital Management have an average of 15 to 20 years' experience, most of it at
Qualivest.

OTHER INVESTMENT OPTIONS FROM QUALIVEST
In addition to the Dynamic Allocation Series, Qualivest Capital Management, Inc.
also manages the various Qualivest Mutual Funds in which the Dynamic Allocation
Series invests. The Qualivest Mutual Funds include:

QUALIVEST STOCK FUNDS
Small Companies Value Fund
International Opportunities Fund
Large Companies Value Fund
Optimized Stock Fund

QUALIVEST BOND FUNDS
Diversified Bond Fund
Intermediate Bond Fund

QUALIVEST MONEY MARKET FUNDS*
Money Market Fund
Tax-Free Money Market Fund
U.S. Treasury Money Market Fund

FOR DETAILED INFORMATION ABOUT THESE OTHER QUALIVEST MUTUAL FUNDS, PLEASE
CONSULT THE CURRENT PROSPECTUS, WHICH YOU CAN OBTAIN BY CALLING
1-800-74-FUNDS. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.

* AN INVESTMENT IN THE FUND IS NEITHER INSURED OR GUARANTEED BY THE U.S.
GOVERNMENT. YIELDS WILL FLUCTUATE, AND THERE CAN BE NO ASSURANCE THAT THE FUND
WILL BE ABLE TO MAINTAIN NAV OF $1 PER SHARE.

QUALIVEST MAKES IT EASY TO INVEST, MANAGE AND REDEEM YOUR MONEY

EXCEPTIONAL SERVICE
- - ONE-ON-ONE ATTENTION: U.S. Bancorp investment professionals are ready to
assist you in developing a customized investment plan. They can show you
how to use the Qualivest Dynamic Allocation Fund best suited to your time
frame, goals and risk comfort level.
- - 24-HOUR TOLL-FREE INFORMATION: Call 1-800-74-FUNDS any time of the day for
the latest account and fund information.

SIMPLE INVESTING, EXCHANGES AND REDEMPTIONS
- - LOW MINIMUMS: Start investing with just $500; add to your investment with
as little as $100.
- - AUTOMATIC INVESTMENT: Invest as little as $50 each month in the Qualivest
Funds of your choice, with automatic transfers from your savings or
checking account.
- - SENIOR DISCOUNTS: Receive a 10% reduction on sales charges if you are
59 1/2 or older.
- - AUTOMATIC REINVESTMENT: Have your dividends reinvested automatically in
the same or a different Qualivest Fund. Or have them paid directly to you.
- - FREE EXCHANGES AND REDEMPTION: Adjust your investments as your
objectives change. With just a phone call, you can switch investments
to the same class of shares in any other Qualivest Fund. Or you may
redeem your investment. No charges will apply.

USEFUL FOR MANY PURPOSES
In addition to regular taxable accounts, the Qualivest Funds can be used for:
- - RETIREMENT PLANS: IRAs, spousal IRAs, and retirement plans for small
businesses are available.
- - COLLEGE FUNDING AND GIFTS TO CHILDREN: Consult your U.S. Bancorp
investment representative or call Call 1-800-74-FUNDS about how you can
purchase Qualivest funds on behalf of a minor and potentially reduce the
tax obligation on your investment.

TO DETERMINE WHICH FUND IS RIGHT FOR YOU, REVIEW THE ENCLOSED PROSPECTUS OR
CONTACT AN INVESTMENT PROFESSIONAL.

NOT PART OF PROSPECTUS

<PAGE>

QUALIVEST FUNDS
3435 Stelzer Road
Columbus, Ohio 43219-3035

INVESTMENT ADVISER
Qualivest Capital Management, Inc.
P.O. Box 2758
Portland, Oregon 97208

ADMINISTRATOR & DISTRIBUTOR
BISYS Fund Services
3435 Stelzer Road
Columbus, Ohio 43219-3035

LEGAL COUNSEL
Dechert Price & Rhoads
1500 K Street, N.W.
Washington, D.C. 20005

AUDITORS
Deloitte & Touche LLP
1700 Courthouse Plaza Northeast
Dayton, Ohio 45402

For more information, about these Funds or your account, contact your investment
representative or call 1-800-743-8637

QUP-0008 12/96

YOUR GUIDE TO THE QUALIVEST
DYNAMIC ALLOCATION SERIES

Class A Shares

Allocated Conservative Fund

Allocated Balanced Fund

Allocated Growth Fund

Allocated Aggressive Fund

Prospectus Dated:
December 1,1996

Mutual Funds
- are not insured by the FDIC
- are not deposits or other obligations
of, or guaranteed by, any bank
- are subject to investment risks,
including the possible loss of the
principal amount invested
- may involve sales charges and other fees

[LOGO]

<PAGE>

THE QUALIVEST DYNAMIC ALLOCATION SERIES

A SIMPLE, EASY WAY TO SELECT AND MAINTAIN A DIVERSIFIED PORTFOLIO
THAT FITS YOUR INVESTMENT NEEDS

- - A convenient, time-conserving and affordable way to maintain a diversified
portfolio
- - Professional management that keeps your investments on track

ASSET ALLOCATION: THE KEY TO SOLID RETURNS WITH LESS RISK

ALLOCATED PORTFOLIO RETURNS VS. STOCK MARKET RETURNS

[GRAPH] ALLOCATING YOUR
INVESTMENT TO
DIFFERENT ASSET
CLASSES CAN REDUCE
THE IMPACT OF WIDE
SWINGS IN THE STOCK
MARKET AND STILL
PRODUCE TOTAL
RETURNS THAT MAY BE
COMPARABLE TO THOSE
OF THE STOCK MARKET.