QUALIVEST FUNDS, 497, 1996-05-06

QUALIVEST FUNDS
497, 1996-05-06

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Qualivest Capital Management, Inc. and U.S. Bank are subsidiaries of U.S.
Bancorp, the largest bank holding company headquartered in the Northwest. With
assets of more than $30 billion, U.S. Bancorp has provided individuals and local
institutions with quality investment management for more than 100 years.

THE QUALIVEST DYNAMIC ALLOCATION SERIES:
Investment Expertise With A Local Perspective

The Qualivest Dynamic Allocation Series is designed to provide investors
with the best of both worlds: nationally recognized investment management
expertise combined with a local perspective. While Qualivest's portfolio
managers have access to Wall Street using today's technology, they also
have unique insight into the companies and businesses in which they invest.

Constant review of broad investment trends and detailed company research
allow Qualivest's portfolio managers to uncover value that others may
overlook...or be too far away to notice.

Let the Qualivest Dynamic Allocation Series help take the guesswork out of
investing. This convenient investment option offers you top-quality
investment management that utilizes a strategic combination of stock, bond
and money market funds from the Qualivest Mutual Funds. All you have to do
is determine your tolerance for risk and how long you have to invest, and
Qualivest Capital Management will do the rest.

QUALIVEST CAPITAL MANAGEMENT, INC.:
The People Behind The Performance

The Qualivest Dynamic Allocation series is managed by Qualivest Capital
Management, Inc., a subsidiary of U.S. Bancorp, headquartered in the
Pacific Northwest. During the last decade, Qualivest Capital Management,
Inc. has quietly grown into a regional powerhouse with $6.5 billion under
management by developing solid investment strategies for individual and
institutional investors like you.

Enhancing the value of assets is Qualivest's only business. Whether you
are investing in a 401(k) plan, a 403(b) plan, an IRA account or a regular
mutual fund account, Qualivest Capital Management, Inc. and the Qualivest
Dynamic Allocation Series are a smart choice. Let Qualivest's savvy
investment advice and strong investment discipline help you reach your
goals.

<PAGE>

QUALIVEST
FUNDS

CLASS A&C SHARES

QUALIVEST ALLOCATED CONSERVATIVE FUND
QUALIVEST ALLOCATED BALANCED FUND
QUALIVEST ALLOCATED GROWTH FUND
QUALIVEST ALLOCATED AGGRESSIVE FUND

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
3435 Stelzer Road 1700 Courthouse Plaza Northeast
Columbus, Ohio 43219-3035 Dayton, Ohio 45402

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary............................................... 2
Fund Expenses.................................................... 4
Fee Tables....................................................... 5
Investment Objectives and Policies............................... 7
Investment Objectives and Policies--Underlying Funds............. 9
Underlying Funds' Investment Techniques and Risk Factors......... 15
Valuation of Shares.............................................. 22
Purchasing Shares................................................ 23
Sales Charges.................................................... 25
Qualivest Individual Retirement Accounts ("IRA")................. 30
Redeeming Shares................................................. 30
Management of the Funds.......................................... 32
Distribution Plans............................................... 36
Dividends and Taxes.............................................. 37
General Information.............................................. 39
</TABLE>

PROSPECTUS DATED MAY 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
43219-3035 1-800-743-8637

Qualivest Funds (the "Trust") is an open-end management investment company
which offers seventeen 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":

<TABLE>
<S> <C>
- - Qualivest Allocated Conservative Fund; - Qualivest Allocated Growth Fund; and
- - Qualivest Allocated Balanced Fund; - Qualivest Allocated Aggressive Fund.
</TABLE>

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 May 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.

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 REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

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

<TABLE>
<S> <C>
Shares Offered............................. Class A and Class C 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........... Each Fund offers investors a choice of Class A
and Class C Shares, which differ principally
with respect to sales charges and the rate
of expenses to which they are subject. 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. The public
offering price of Class C Shares of each
Fund is equal to the net asset value per
Share, but investors may be subject to a
contingent deferred sales charge ("CDSC") of
1.00% when Class C Shares are redeemed less
than one year after purchase.
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.
</TABLE>

2
<PAGE>
<TABLE>
<S> <C>
Investment Policies........................ 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"). The
Underlying Funds include: the Qualivest
Large Companies Value Fund (the "Large
Companies Fund"), the Qualivest Small
Companies Value Fund (the "Small Companies
Fund"), the Qualivest International
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 quarterly for the 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 during its first fiscal year of operations. The numbers reflect estimated
levels of operating expenses.

4
<PAGE>
FEE TABLES
<TABLE>
<CAPTION>
QUALIVEST QUALIVEST
ALLOCATED ALLOCATED
CONSERVATIVE FUND BALANCED FUND
------------------ ------------------
CLASS A CLASS C CLASS A CLASS C
------- ------- ------- -------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a
percentage of offering price)............................... 4.00% None 4.00% None
Maximum Sales Charge Imposed on Reinvested Dividends (as
a percentage of offering price)............................. None None None None
Deferred Sales Charge (as a percentage of redemption
proceeds)1.................................................. None 1.00% None 1.00%
Redemption Fees (as a percentage of redemption
proceeds)................................................... None None None None
Exchange Fees........................................... None None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets annualized)
Management Fees......................................... 0.05% 0.05% 0.05% 0.05%
12b-1 Fees2............................................. 0.25% 1.00% 0.25% 1.00%
Other Expenses.......................................... 0.19% 0.19% 0.19% 0.19%
------- ------- ------- -------
Total Fund Operating Expenses........................... 0.49% 1.24% 0.49% 1.24%
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
<TABLE>
<CAPTION>
QUALIVEST QUALIVEST
ALLOCATED ALLOCATED
GROWTH FUND AGGRESSIVE FUND
------------------ ------------------
CLASS A CLASS C CLASS A CLASS C
------- ------- ------- -------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases (as a
percentage of offering price)............................... 4.00% None 4.00% None
Maximum Sales Charge Imposed on Reinvested Dividends (as
a percentage of offering price)............................. None None None None
Deferred Sales Charge (as a percentage of redemption
proceeds)1.................................................. None 1.00% None 1.00%
Redemption Fees (as a percentage of redemption
proceeds)................................................... None None None None
Exchange Fees........................................... None None None None
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets annualized)
Management Fees......................................... 0.05% 0.05% 0.05% 0.05%
12b-1 Fees2............................................. 0.25% 1.00% 0.25% 1.00%
Other Expenses.......................................... 0.19% 0.19% 0.19% 0.19%
------- ------- ------- -------
Total Fund Operating Expenses........................... 0.49% 1.24% 0.49% 1.24%
------- ------- ------- -------
------- ------- ------- -------
</TABLE>

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

1 A 1% CDSC is imposed only on redemptions of Shares redeemed less than one year
after purchase, except for redemptions by certain "Institutional Investors" as
defined below under "SALES CHARGES--Contingent Deferred Sales Charge
("CDSC")--Class C Shares."

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. Where applicable, expense
ratios of the Underlying Funds have been restated to reflect current fees.

EXPENSE
RATIO
-------
Large Companies Fund................................... 0.94%
Small Companies Fund................................... 1.11%
International Fund..................................... 0.81%
Optimized Fund......................................... 0.61%
Intermediate Bond Fund................................. 0.74%
Bond Fund.............................................. 0.62%
U.S. Treasury Fund..................................... 0.32%
Money Market Fund...................................... 0.52%

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:

EXPENSE RATIO
------------------
CLASS A CLASS C
------- -------

Conservative Fund..................................... 1.20% 1.95%
Balanced Fund......................................... 1.27% 2.02%
Growth Fund........................................... 1.31% 2.06%
Aggressive Fund....................................... 1.36% 2.11%

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:

QUALIVEST QUALIVEST
ALLOCATED ALLOCATED
CONSERVATIVE FUND BALANCED FUND
------------------ ------------------
CLASS A CLASS C CLASS A CLASS C
------- ------- ------- -------
1 Year.......................... $52 $20 $52 $21
3 Years......................... $77 $61 $79 $63

QUALIVEST QUALIVEST
ALLOCATED ALLOCATED
GROWTH FUND AGGRESSIVE FUND
------------------ ------------------
CLASS A CLASS C CLASS A CLASS C
------- ------- ------- -------

1 Year.......................... $53 $21 $53 $21
3 Years......................... $80 $65 $81 $66

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

* 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>
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 (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,

7
<PAGE>
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>
Supplemented effective May 10, 1996

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 outstanding 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.

8
<PAGE>
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 billion 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

9
<PAGE>
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 (without 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 Stan-

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<PAGE>
ley 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 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

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<PAGE>
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.

Each of these Underlying Funds may also invest in corporate debt securities
and convertible debt securities 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, Aaa, Aa, A and Baa, and in the case of 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

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<PAGE>
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, consisting of conventional thirty year fixed rate
mortgage obligations, graduated payment mortgage obligations, fifteen year
mortgage obligations and adjustable rate mortgage obligations.

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 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

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<PAGE>
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 issued or guaranteed by the U.S. Government. 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 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

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<PAGE>
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, GICs, repurchase
agreements, reverse repurchase agreements and dollar roll agreements.

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.

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<PAGE>
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 and, accordingly, it is not
possible to predict accurately the security's return to a Fund or an Underlying
Fund.

Like mortgages underlying mortgage-backed securities, automobile sales
contracts or credit card receivables underlying asset-backed securities are
subject to prepayment, which may reduce the overall return to certificate
holders. 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.

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<PAGE>
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

Each Fund, the Income Funds, the Money Market Fund, and, within the
limitations described above, the U.S. Treasury Fund may invest in short-term
promissory notes issued by corporations (including variable amount master demand
notes) rated at the time of purchase within the two highest categories assigned
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) or, if not rated, found by Qualivest pursuant to guidelines
adopted by the Board of Trustees to be of comparable quality to instruments that
are 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

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<PAGE>
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.

An Underlying Fund, as part of its option transactions, also may purchase
index put and call options and write index options. As with options on
individual securities, an Underlying Fund will write only covered index call
options. Options on securities indices are similar to 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

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<PAGE>
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.

For many foreign securities, U.S. dollar denominated American Depositary
Receipts ("ADRs"), which are traded in the United States on exchanges or
over-the-counter, are issued by domestic banks. ADRs represent the right to
receive securities of foreign issuers 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

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<PAGE>
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 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 high grade debt 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

20
<PAGE>
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.

Aggregate initial margin deposits for futures contracts, and premiums paid for
related options, may not exceed 5% of an Underlying Fund's total assets, and the
value of securities that are the subject of such futures and options (both for
receipt and delivery) may not exceed 33 1/3% of the market value of an
Underlying 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 those 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 high grade liquid debt 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

21
<PAGE>
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.

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.

22
<PAGE>
Net asset value per Share for a particular class for purposes of pricing sales
and redemptions is calculated by dividing the value of all securities and other
assets belonging to a Fund allocable to such class, less the liabilities charged
to that 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 and Class C 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 or Class C 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 or Class C 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 or Class C 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 or Class C 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

23
<PAGE>
Funds. An order received prior to the Valuation Time on any Business Day will be
executed 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 or Class C 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.

24
<PAGE>
SALES CHARGES

CLASS A SHARES

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:
--------------------
SIZE OF % OF % OF NET
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% 0.00%
</TABLE>

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

CLASS C SHARES

Class C Shares of the Funds may be purchased for individual accounts only in
amounts of less than $500,000. There is no sales charge imposed upon purchases
of Class C Shares, but investors may be subject to a CDSC of 1.00% when Class C
Shares are redeemed less than one year after purchase. See "Contingent Deferred
Sales Charge ("CDSC")--Class C Shares" below.

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--CLASS A SHARES
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, (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 the Distributor and
that place trades for their own accounts or the accounts of eligible clients and
that charge

25
<PAGE>
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:
--------------------
SIZE OF % OF % OF NET
TRANSACTION OFFERING AMOUNT DEALER
AT OFFERING 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% 0.00%
</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 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

26
<PAGE>
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
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.

27
<PAGE>
CONTINGENT DEFERRED SALES CHARGE ("CDSC")-- CLASS C SHARES

Class C Shares of the Funds 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 Class C 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 Class C 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 Class C 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.

For example, assume an investor purchased 100 Class C Shares with a net asset
value of $10 per Share (i.e., at an aggregate net asset value of $1,000) and in
the eleventh month after purchase, the net asset value per Share is $12 and,
during such time, the investor has acquired five additional Class C Shares
through dividend reinvestment. If at such time the investor makes his first
redemption of 50 Class C Shares (producing proceeds of $600), five of such
Shares will not be subject to the charge because of dividend reinvestment. With
respect to the remaining 45 Class C Shares being redeemed, the charge will be
applied only to the original cost of $10 per Share and not to the increase in
net asset value of $2 per Share.

The CDSC is waived on redemptions of Class C 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.

FACTORS TO CONSIDER WHEN SELECTING CLASS A SHARES OR CLASS C SHARES OF THE FUNDS

Before purchasing Class A Shares or Class C Shares of a Fund, investors should
consider whether, during the anticipated life of their investment in the Fund,
the accumulated Rule 12b-1 fees and potential CDSC on Class C Shares would be
less than the initial sales charge and accumulated Rule 12b-1 fees on Class A
Shares purchased at the same time, and to what extent such differential would be
offset by the higher yield of Class A Shares. In this regard, to the extent that
the sales charge for the Class A Shares is waived or reduced by one of the
methods described above, investments in Class A Shares become more desirable.
The Trust will refuse all purchase orders for individual accounts for Class C
Shares of over $500,000.

Although Class A Shares are subject to Rule 12b-1 fees, they are not subject
to the higher Rule 12b-1 fees applicable to Class C Shares. For this reason,
Class A Shares can be expected to pay correspondingly higher dividends per

28
<PAGE>
Share. However, because initial sales charges are deducted at the time of
purchase, purchasers of Class A Shares that do not qualify for waivers of or
reductions in the initial sales charge would have less of their purchase price
initially invested in a Fund than purchasers of Class C Shares. See "MANAGEMENT
OF THE TRUST--Distributor" in the Statement of Additional Information.

EXCHANGE PRIVILEGE

The exchange privilege enables Shareholders of Class A or Class C 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 or Class C
Shares may not exchange their Shares for Shares of any other class. An exchange
of Class C Shares 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 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.

CONVERSION FEATURE

Eight years after purchase, Class C Shares will convert automatically to Class
A Shares. The purpose of the conversion is to relieve a holder of Class C Shares
of the higher ongoing expenses charged to those Shares, after enough time has
passed to allow the Distributor to recover approximately the amount it would
have received if a front-end sales charge had been charged. The conversion from
Class C Shares to Class A Shares takes place at net asset value, as a result of
which an investor receives dollar-for-dollar the same value of Class A Shares as
he or she had of Class C Shares. The conversion occurs eight years after the
beginning of the calendar month in which the Shares are purchased. As a result
of the conversion, the converted Shares are relieved of the Rule 12b-1 fees
borne by Class C Shares, although they are subject to the Rule 12b-1 fees borne
by Class A Shares.

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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.

REDEEMING SHARES

Shareholders may redeem their Class A Shares without charge and their Class C
Shares, 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

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<PAGE>
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.

The Trust's Account Application Form provides that none of BISYS, the Transfer
Agent, Qualivest, the Trust or any of their affiliates or agents will be liable
for any loss, expense or cost when acting upon any oral, wired or electronically
transmitted instructions or inquiries believed by them to be genuine. While
precautions will be taken, as more fully described below, Shareholders bear the
risk of any loss as 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 or Class C Shares. With
Shareholder authorization, the Transfer Agent will automatically redeem Class A
or Class C 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 or Class C
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.

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<PAGE>
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 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.

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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 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 January 1, 1996, Qualivest had
under management nearly $8.0 billion in assets. It also is investment adviser to
Tax-Free Trust of Oregon, a tax-free municipal bond fund, whose assets were
approximately $310 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, 1995 were as follows: Large Companies
Fund--0.53%; Small Companies Fund--0.60%; International Fund-- 1.18%; Optimized
Fund--0.68%; Intermediate Bond Fund--0.41%; Bond Fund--0.70%; U.S. Treasury
Fund--0.40%; and Money Market Fund--0.38%.

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.

John R. Dozier, who joined Qualivest in 1976, is the Equity Manager primarily
responsible for managing the Large Companies Fund. Mr. Dozier has twenty-five
years of investment management experience and received a Bachelor of Arts degree
in Economics from Claremont Men's College.

Dale E. Benson, an Equity Manager at Qualivest, has primary responsibility for
management of the Small Companies Fund. Mr. Benson has twenty-three years of
investment management experience and has been employed by Qualivest since 1973.
He received a Bachelor of Arts degree from Pacific Lutheran University and a
Doctorate in History from the University

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<PAGE>
of Maine. Mr. Benson is also a Chartered Financial Analyst.

Timothy Leach, President and Chief Investment Officer of Qualivest, manages
the International Fund and Optimized Fund. He has thirteen 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.

Portfolio management of the Intermediate Bond Fund and the Bond Fund is the
responsibility of Curry A. Garvin, a Fixed-Income Manager who has been employed
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.

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 portion 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 Plans regarding the Class A Shares and Class C 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

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<PAGE>
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 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.

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

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<PAGE>
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 invest-

ment 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.

DISTRIBUTION PLANS

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

Pursuant to the Class A 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 Class A 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 Class A 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.

Pursuant to the Class C Plans, a Fund is authorized to pay or reimburse BISYS,
as Distributor of Class C Shares, (a) a distribution fee in an amount not to
exceed on an annual basis 0.75% of the average daily net assets of Class C
Shares of a Fund, and (b) a service fee in an amount not to exceed on an annual
basis 0.25% of the average daily net assets of the Class C Shares of a Fund.
Payments under the Class C Plans will be calculated daily and paid monthly at a
rate not to exceed the limits described above, which rates are set from time to
time by the Board of Trustees. Actual distribution expenses for Class C Shares
at any given time may exceed the Rule 12b-1 fees and payments received pursuant
to CDSCs. These unrecovered amounts plus interest thereon will be carried
forward and paid from future Rule 12b-1 fees and payments received from CDSCs.
If the Class C Plans were terminated or not continued, the Trust would not be
contractually obligated to pay for any expenses not previously reimbursed by the
Trust or recovered through CDSCs.

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 and Class C Shares held of

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<PAGE>
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 Class A Plans and Class C Plans are accrued daily
and paid monthly, and are charged as expenses of Class A Shares and Class C
Shares, respectively, 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 of
Shares subject thereto. Any change in the Plans that would increase materially
the distribution expenses paid by a Fund 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 either Plan is 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 quarterly as a dividend to Shareholders of record of
the Funds at the close of business on the eleventh Business Day of each Fund's
fiscal quarter and is generally paid quarterly. Distributable net realized
capital gains are distributed at least annually. 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 you elect to receive distributions in cash and checks (1) are returned and
marked as "undeliv-
erable" or (2) remain uncashed for six months, your cash election will be
changed automatically and your future dividend and capital gains distri-
butions 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.

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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 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 ("IRS") 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.

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<PAGE>
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
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 consists
of seventeen funds. The Shares of each of the Funds are offered in three
separate classes: Class A Shares, Class C Shares and Class Y Shares. Shares of
the Equity Funds and the Income Funds also 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 and Class C 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 and Class C Shares. The amount of dividends payable
with respect to Class Y Shares will exceed dividends on Class A and Class C
Shares as a result of the Plan fees applicable to Class A and Class C Shares and
because Class A and Class C Shares may bear additional retail transfer agency
expenses. For

39
<PAGE>
further details regarding eligibility requirements for the purchase of Class Y
Shares, call the Trust at 1-800-743-8637.

Each Fund intends to seek a ruling from the IRS to the effect that differing
distributions among the classes of its Shares will not result in the Fund's
dividends or other distributions being regarded as "preferential dividends"
under the Code. While similar rulings have been issued by the IRS, complete
assurance cannot, of course, be given that the Funds will receive such rulings.
For additional information, see the Statement of Additional Information.

PERFORMANCE INFORMATION

From time to time performance information for the Funds showing their average
annual total return, aggregate total return and/or yield may be presented in
advertisements, sales literature and Shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. 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, Class C and Class Y Shares. Because of differences in the fees and/or
expenses borne by Class A, Class C and Class Y Shares of the Funds, the net
yield and total return on Class A and Class C 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
43219-3035, 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.

<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

Qualivest Dynamic Allocation Series

Class A & C Shares

Allocated Conservative Fund

Allocated Balanced Fund

Allocated Growth Fund

Allocated Aggressive Fund

Prospectus Dated: May 1, 1996

QUALIVEST
---------
[LOGO] Mutual Funds

<PAGE>

THE QUALIVEST DYNAMIC ALLOCATION SERIES:
Brought To You By U.S. Bank's Trust And
Investment Management Division

Competitive yields, local investment management--U.S. Bank's
Trust and Investment Management Division is proud to offer the
Qualivest Dynamic Allocation Series as a part of its full range of
trust services.

Let the Qualivest Dynamic Allocation Series help take the
guesswork out of investing. This convenient investment option
offers you top-quality investment management that utilizes a
strategic combination of stock, bond and money market funds
from the Qualivest Mutual Funds. All you have to do is deter-
mine your tolerance for risk and how long you have to invest and
Qualivest Capital Management will do the rest.

The strength of these mutual funds is based on the exceptional
local management provided by our affiliate. Qualivest Capital
Management, Inc., and the strength of trust services that indi-
viduals and corporations have come to count on is provided by
U.S. Bank's Trust and Investment Management Division, a
Northwest leader in comprehensive estate planning, investment
management and custodial services for more than 75 years.

QUALIVEST CAPITAL MANAGEMENT, INC.:
The People Behind The Performance

The Qualivest Dynamic Allocation Series is designed to provide
individual and institutional investors with the best of both
worlds; nationally recognized expertise delivered with a local
management perspective.

Your investment in the Qualivest Dynamic Allocation Series
benefits from the experience of the professionals at Qualivest
Capital Management, Inc., a Northwest-based investment
management firm that combines the advantages of institutional
size and strength with the entrepreneurship of a private invest-
ment counselor.

Qualivest Dynamic Allocation Series investors are in good
company; Qualivest Capital Management, Inc. invests and
manages over $6.5 billion for a client base that includes 401(k)
plans, pension and profit-sharing plans, corporations, founda-
tions and private individuals.

<PAGE>

QUALIVEST
FUNDS

CLASS Y SHARES

QUALIVEST ALLOCATED CONSERVATIVE FUND
QUALIVEST ALLOCATED BALANCED FUND
QUALIVEST ALLOCATED GROWTH FUND
QUALIVEST ALLOCATED AGGRESSIVE FUND

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
3435 Stelzer Road 1700 Courthouse Plaza Northeast
Columbus, Ohio 43219-3035 Dayton, Ohio 45402

TABLE OF CONTENTS

Page
----
Prospectus Summary............................................... 2
Fund Expenses.................................................... 3
Fee Tables....................................................... 4
Investment Objectives and Policies............................... 6
Investment Objectives and Policies--Underlying Funds............. 8
Underlying Funds' Investment Techniques and Risk Factors......... 14
Valuation of Shares.............................................. 21
Purchasing Shares................................................ 22
Redeeming Shares................................................. 23
Management of the Funds.......................................... 24
Dividends and Taxes.............................................. 28
General Information.............................................. 30

PROSPECTUS DATED MAY 1, 1996

<PAGE>
QUALIVEST FUNDS

3435 Stelzer Road
Columbus, Ohio
43219-3035 1-800-743-8637

<TABLE>
<S> <C>
- - Qualivest Allocated Conservative Fund; - Qualivest Allocated Growth Fund; and
- - Qualivest Allocated Balanced Fund; - Qualivest Allocated Aggressive Fund.
</TABLE>

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.

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 one class of Shares of each
Fund--the Class Y Shares. Class Y Shares of the Funds are currently offered only
through trust departments of banks and other institutional investors (including
other mutual funds distributed by the BISYS Group, Inc. and its affiliated
companies) with account balances of $1,000,000 or more that have entered into a
separate agreement with the Funds' distributor relating to the investment of
monies that are held in a fiduciary, advisory, agency, custodial, or similar
capacity. Each of the Funds also offers Class A Shares and Class C Shares to the
general public. These classes of Shares differ from each other, and from the
Class Y Shares, principally with respect to sales charges and the rate of
expenses to which they are subject. Interested persons who wish to obtain a copy
of the Prospectus of the Class A Shares or Class C Shares of the Funds may
contact the Trust at the telephone number shown above.

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
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

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

<TABLE>
<S> <C>
Shares Offered........................ Class Y 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 Y Shares of each
Fund is equal to the net asset value per Share with
no sales charge and no contingent deferred sales
charge ("CDSC") imposed on redemptions. Class Y
Shares are offered only through trust departments
of banks and through other institutional
investors for monies that are held in a
fiduciary, agency, custodial, or similar
capacity.

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.

Investment Policies................... 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"). The Underlying Funds
include: the Qualivest Large Companies Value Fund
(the "Large Companies Fund"), the Qualivest Small
Companies Value Fund (the "Small Companies
Fund"), the Qualivest International 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
</TABLE>

2
<PAGE>
<TABLE>
<S> <C>
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
quarterly for the 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>

FUND EXPENSES

3
<PAGE>
FEE TABLES
<TABLE>
<CAPTION>
QUALIVEST ALLOCATED QUALIVEST ALLOCATED
CONSERVATIVE FUND BALANCED FUND
------------------- -------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed on Purchases (as a
percentage of offering price).............................. None None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)........................ None None
Deferred Sales Charge (as a percentage of redemption
proceeds).................................................. 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..................................................... None None
Other Expenses................................................. 0.19% 0.19%
----- -----
Total Fund Operating Expenses.................................. 0.24% 0.24%
----- -----
----- -----

QUALIVEST ALLOCATED QUALIVEST ALLOCATED
GROWTH FUND AGGRESSIVE FUND
------------------- -------------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed on Purchases (as a
percentage of offering price)............................ None None
Maximum Sales Charge Imposed on Reinvested Dividends
(as a percentage of offering price)...................... None None
Deferred Sales Charge (as a percentage of redemption
proceeds)................................................ 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................................................... None None
Other Expenses............................................... 0.19% 0.19%
----- -----
Total Fund Operating Expenses................................ 0.24% 0.24%
----- -----
----- -----
</TABLE>

4
<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. Where applicable, expense
ratios of the Underlying Funds have been restated to reflect current fees.

EXPENSE
RATIO
-------
Large Companies Fund................................. 0.94%
Small Companies Fund................................. 1.11%
International Fund................................... 0.81%
Optimized Fund....................................... 0.61%
Intermediate Bond Fund............................... 0.74%
Bond Fund............................................ 0.62%
U.S. Treasury Fund................................... 0.32%
Money Market Fund.................................... 0.52%

EXPENSE
RATIO
-------
Conservative Fund................................... 0.95%
Balanced Fund....................................... 1.02%
Growth Fund......................................... 1.06%
Aggressive Fund..................................... 1.11%

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 ALLOCATED
CONSERVATIVE FUND BALANCED FUND
------------------- -------------------
<S> <C> <C>
1 Year..................................................... $10 $10
3 Years.................................................... $30 $32

QUALIVEST ALLOCATED QUALIVEST ALLOCATED
GROWTH FUND AGGRESSIVE FUND
------------------- -------------------
<S> <C> <C>
1 Year..................................................... $11 $11
3 Years.................................................... $34 $35
</TABLE>

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

5
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

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

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

The Funds will invest their assets in the following Underlying Funds, within
the ranges (expressed as a percentage of each Fund's assets) indicated below:

CONSERVATIVE BALANCED GROWTH AGGRESSIVE
UNDERLYING FUND FUND FUND FUND FUND
- ------------------- ------------ -------- ------ ----------
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%

For purposes of determining each Fund's compliance with these percentage
limitations,

6
<PAGE>
Qualivest will determine the value of a Fund's assets at the time of investment.

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

* * * *

7
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES--UNDERLYING FUNDS

EQUITY FUNDS

LARGE COMPANIES AND SMALL COMPANIES FUNDS

8
<PAGE>
invested in common stocks and securities convertible into common stocks issued
by large capitalization companies and small-sized companies, respectively.

INTERNATIONAL AND OPTIMIZED FUNDS

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

Under normal market conditions, at least 80% of the total assets of the
International Fund will

9
<PAGE>
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.

* * * *

10
<PAGE>
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.

11
<PAGE>
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.

12
<PAGE>
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.

* * * *

MONEY FUNDS

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.

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

* * * *

13
<PAGE>
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 "UNDERLY-
ING 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, GICs,
repurchase agreements, reverse repurchase agreements and dollar roll agreements.

UNDERLYING FUNDS' INVESTMENT TECHNIQUES AND RISK FACTORS

U.S. GOVERNMENT OBLIGATIONS

14
<PAGE>
MORTGAGE-RELATED AND ASSET-BACKED SECURITIES

BANKERS' ACCEPTANCES

CERTIFICATES OF DEPOSIT AND TIME DEPOSITS

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

15
<PAGE>
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.

COMMERCIAL PAPER

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

16
<PAGE>
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.

FOREIGN SECURITIES

If a security is denominated in foreign currency, the value of the security to
an Underlying Fund will be affected by changes in currency

17
<PAGE>
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.

FOREIGN CURRENCY TRANSACTIONS

18
<PAGE>
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 profit
based on the difference (the "spread") between the prices at which they are
buying and selling various currencies.

REPURCHASE AGREEMENTS

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL AGREEMENTS

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.

19
<PAGE>
the market value of an Underlying 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

LENDING OF PORTFOLIO SECURITIES

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.

20
<PAGE>
SECURITIES ISSUED BY OTHER INVESTMENT COMPANIES

RESTRICTED SECURITIES

VALUATION OF SHARES

Net asset value per Share for a particular class for purposes of pricing sales
and redemptions is calculated by dividing the value of all securities and other
assets belonging to a Fund allocable to such class, less the liabilities charged
to that 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.

21
<PAGE>
PURCHASING SHARES

Class Y Shares may be purchased through a broker-dealer, bank, or trust
company that has established a dealer agreement with the Distributor. Class Y
Shares of each Fund are continuously offered and also may be purchased directly
either by mail, by telephone, or by wire.

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

OTHER INFORMATION REGARDING PURCHASES

Purchases of Class Y 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 Class Y Shares in good form ("public offering price"). In the
case of orders for the purchase of Class Y 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
Class Y 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 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.

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 Class Y Shares of the respective Fund owned by the
Shareholder. Shareholders may rely on these statements in lieu of certificates.
Certificates representing Class Y Shares of the Funds will not be issued.

EXCHANGE PRIVILEGE

The exchange privilege enables Shareholders of Class Y Shares (including Class
Y Shares acquired through reinvestment of dividends and distributions on such
Shares) to acquire at net asset value Class Y Shares offered by another Fund
with a different investment objective, or Class Y Shares offered by any of the
Trust's other funds. Holders of Class Y Shares may not exchange their Shares for
Shares of any other class, and holders of Shares of any other class may not
exchange their Shares for Class Y Shares.

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 Custodian or an affiliate. Any Shareholder who wishes to make an exchange
should obtain and review the current prospectus of the Fund or fund to be
acquired before making the exchange. For a discussion of risks associated with
unauthorized telephone exchanges, see "REDEEMING SHARES--By Telephone" below.

22
<PAGE>
REDEEMING SHARES

Shareholders may redeem their Class Y Shares without charge 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

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 Securities Exchange Act of 1934. 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

Class Y 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.

23
<PAGE>
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.

OTHER INFORMATION REGARDING REDEMPTION OF SHARES

All redemption orders are effected at the net asset value per Share next
determined after the Class Y Shares are properly tendered for redemption, as
described above. The proceeds paid upon redemption of Class Y Shares in the
Funds 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 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.

At various times, the Trust may be requested to redeem Class Y 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 Class Y Shares, which delay may be for 15 days or more. Such
delay may be avoided if Class Y Shares are purchased by wire transfer of federal
funds. The Trust intends to pay cash for all Class Y 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

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 continu-

24
<PAGE>
ous monitoring will be exercised to avoid, insofar as possible, these concerns.

INVESTMENT ADVISER

Timothy Leach, President and Chief Investment Officer of Qualivest, manages
the International Fund and Optimized Fund. He has thirteen years of investment
management

25
<PAGE>
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.

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%.

ADMINISTRATOR AND DISTRIBUTOR

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
Class A or Class C Shares. It may also receive compensation under the
Distribution and Shareholder Service Plans regarding the Class A and Class C
Shares.

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

26
<PAGE>
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.

EXPENSES

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 Y 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

27
<PAGE>
writing, 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.

PARTICIPATING ORGANIZATIONS

The Distributor may enter into agreements with banks and their affiliates
(including U.S. Bank and its affiliates), and other institutions, including
broker-dealers (each a "Participating Organization"), for providing Shareholder
services with respect to the Class Y Shares. Such Participating Organizations
will be compensated by the Distributor, which will in turn be paid or reimbursed
by the respective Funds, at the annual rate of up to 0.25% of the average daily
net assets of the Class Y Shares held of record or beneficially by customers of
Participating Organizations who are record or beneficial owners of Class Y
Shares. The Trust understands that Participating Organizations may charge fees
to their customers who are the owners of Class Y Shares for additional services
provided in connection with their customer accounts. These fees would be in
addition to any amounts which may be received by a Participating Organization
under its agreement with BISYS. Customers of Participating Organizations should
read this Prospectus in light of the terms governing their accounts with their
Participating Organizations.

The Shareholder services provided by Participating Organizations for which the
fee may be paid may include providing information periodically to customers,
including information showing their positions in Class Y Shares; responding to
inquiries from customers concerning their investment in Class Y Shares;
providing sub-accounting with respect to Class Y Shares beneficially owned by
customers or the information necessary for sub-accounting; arranging for bank
wires; and other continuing personal services to holders of Class Y Shares.

DIVIDENDS AND TAXES

DIVIDENDS

Net income is declared quarterly as a dividend to Shareholders of record of
the Funds at the close of business on the eleventh Business Day of each Fund's
fiscal quarter and is generally paid quarterly. Distributable net realized
capital gains are distributed at least annually. 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. 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 you elect to receive distributions in cash and checks (1) are returned and
marked as "undeliverable" or (2) remain uncashed for six months, your cash
election will be changed automatically and your future dividend and capital
gains distributions will be reinvested in the 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.

28
<PAGE>
FEDERAL TAXES

Each Fund intends to qualify annually and elect to be treated as a regulated
investment company under the Internal Revenue Code of 1986, as amended (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 excise tax, each Fund intends to distribute each calendar year
substantially all of its taxable income and gains.

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.

29
<PAGE>
those summarized herein. Prospective Shareholders should consult their tax
advisers with respect to the effect of investing in a 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

MULTIPLE CLASSES OF SHARES

In addition to Class Y Shares, the Trust also offers Class A Shares and Class
C Shares of the Funds. These two classes differ principally with respect to
sales charges and the rate of expenses to which they are subject. Class Y Shares
are not sold subject to a sales charge or CDSC and do not bear expenses under
the Distribution and Shareholder Service Plans pertaining to Class A and Class C
Shares. The amount of dividends payable with respect to Class Y Shares will
exceed dividends on Class A and Class C Shares as a result of the Distribution
and Shareholder Service Plan fees applicable to Class A and Class C Shares and
because such Shares may bear additional retail transfer agency expenses. For
further details regarding Class A and Class C Shares, call the Trust at
1-800-743-8637 or your broker.

30
<PAGE>
PERFORMANCE INFORMATION

From time to time performance information for the Funds showing their average
annual total return, aggregate total return and/or yield may be presented in
advertisements, sales literature and Shareholder reports. Such performance
figures are based on historical earnings and are not intended to indicate future
performance. 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.

ACCOUNT SERVICES

MISCELLANEOUS

<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

Qualivest Dynamic Allocation Series

Class Y Shares

Allocated Conservative Fund

Allocated Balanced Fund

Allocated Growth Fund

Allocated Aggressive Fund

Prospectus Dated: May 1, 1996

QUALIVEST
- ---------
Mutual Funds

<PAGE>

Qualivest Funds

3435 Stelzer Road
Columbus, Ohio 43219-3035
1-800-743-8637

STATEMENT OF ADDITIONAL INFORMATION

November 15, 1995
as supplemented May 1, 1996

This Statement of Additional Information ("SAI") describes the seventeen
diversified investment portfolios (the "Funds") of Qualivest Funds (the
"Trust"), all of which are advised by Qualivest Capital Management, Inc.
("Qualivest"). The Funds are:

. Qualivest U.S. Treasury Money Market . Qualivest Micro Cap Value Fund
Fund . Qualivest Income Equity Value
. Qualivest Money Market Fund Fund
. Qualivest Tax-Free Money Market Fund . Qualivest International
. Qualivest Intermediate Bond Fund Opportunities Fund
. Qualivest Diversified Bond Fund . Qualivest Optimized Stock Fund
. Qualivest Tax-Free National Bond Fund . Qualivest Allocated Conservative Fund
. Qualivest Large Companies Value Fund . Qualivest Allocated Balanced Fund
. Qualivest Large Companies Growth Fund . Qualivest Allocated Growth Fund
. Qualivest Small Companies Value Fund . Qualivest Allocated Aggressive Fund

The Trust offers an indefinite number of transferable units ("Shares") of
each Fund, and each Fund offers multiple classes of Shares. Shares of the
Qualivest Tax-Free National Bond Fund, the Qualivest Large Companies Growth
Fund, the Qualivest Micro Cap Value Fund, and the Qualivest Income Equity
Value Fund are not currently offered for sale. This SAI describes all classes
of Shares offered by the Trust.

This SAI is not a Prospectus and is authorized for distribution only when
preceded or accompanied by the Prospectuses (the "Prospectuses") of the Funds,
each of which is dated or supplemented the date hereof. This SAI contains more
detailed information than that set forth in the Prospectuses and should be read
in conjunction with the Prospectuses. This SAI is incorporated by reference in
its entirety into the Prospectuses. Copies of each of the Prospectuses may be
obtained by writing the Trust at 3435 Stelzer Road, Columbus, Ohio 43219, or by
telephoning toll free 1-800-743-8637.

<PAGE>

TABLE OF CONTENTS
-----------------

Page

INVESTMENT POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional Information on the Parent Funds' Investment Policies . . .
Additional Information on Portfolio Instruments of the Equity, Income
and Money Funds . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . .

NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation of the Trust's Money Funds . . . . . . . . . . . . . . . . .
Valuation of the Other Funds . . . . . . . . . . . . . . . . . . . . .

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . .
Matters Affecting Redemption . . . . . . . . . . . . . . . . . . . . .

MANAGEMENT OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . .
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . .
Remuneration of Trustees . . . . . . . . . . . . . . . . . . . . . . .
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . . . .
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . .
Glass-Steagall Act . . . . . . . . . . . . . . . . . . . . . . . . . .
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Custodians, Transfer Agent and Fund Accounting Services . . . . . . .
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Shares . . . . . . . . . . . . . . . . . . . . . . . .
Vote of a Majority of the Outstanding Shares . . . . . . . . . . . . .
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder and Trustee Liability . . . . . . . . . . . . . . . . . .
Additional Tax Information . . . . . . . . . . . . . . . . . . . . . .
Yields of the Money Funds . . . . . . . . . . . . . . . . . . . . . .
Yields of the Parent Funds, the Equity Funds and the Income Funds . .
Calculation of Total Return . . . . . . . . . . . . . . . . . . . . .
Distribution Rates . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance Comparisons . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

The Qualivest Funds (the "Trust") is an open-end management investment
company which offers seventeen separate diversified investment portfolios
(collectively, the "Funds" and singly, a "Fund"), each with a different
investment objective. The Funds enable the Trust to meet a wide range of
investment needs. This SAI contains information about each of the following
Funds: 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 "Parent Funds");
the Qualivest Large Companies Value Fund (the "Large Companies Value Fund"),
the Qualivest Large Companies Growth Fund (the "Large Companies Growth Fund"),
the Qualivest Small Companies Value Fund (the "Small Companies Fund"), the
Qualivest Micro Cap Value Fund (the "Micro Cap Fund"), the Qualivest Income
Equity Value Fund (the "Income Equity Fund"), the Qualivest International
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"), the Qualivest Diversified
Bond Fund (the "Bond Fund") and the Qualivest Tax-Free National Bond Fund (the
"Tax-Free Bond Fund") (collectively, the "Income Funds"); and the Qualivest U.S.
Treasury Money Market Fund (the "U.S. Treasury Fund"), the Qualivest Money
Market Fund (the "Money Market Fund") and the Qualivest Tax-Free Money Market
Fund (the "Tax-Free Money Market Fund") (collectively, the "Money Funds)."

Much of the information contained in this SAI expands upon subjects
discussed in the Prospectuses of the Funds. Capitalized terms not defined
herein are defined in such Prospectuses. No investment in Shares of a Fund
should be made without first reading the Fund's Prospectus.

INVESTMENT POLICIES

Additional Information on the Parent Funds' Investment Policies
- ---------------------------------------------------------------

Each Parent Fund seeks its investment objective by investing in a
diversified portfolio of one or more of the following Funds: the Large
Companies Value Fund, the Small Companies Fund, the International Fund, the
Optimized Fund, the Intermediate Bond Fund, the Bond Fund, the U.S. Treasury
Fund and the Money Market Fund (the "Underlying Funds"). Accordingly, the
investment performance of each Parent Fund is directly related to the
performance of the Underlying Funds, which may engage in the investment
techniques described below. In addition to Shares of the Underlying Funds, for
temporary cash management purposes, each Parent 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 Parent Funds also may hold
depositary or custodial receipts representing beneficial interests in any of the
foregoing securities. These investments are described below under "Additional
Information on Portfolio Instruments of the Equity, Income and Money Funds."

Additional Information on Portfolio Instruments of the Equity, Income and Money
- -------------------------------------------------------------------------------
Funds
- -----

<PAGE>

The following policies supplement the investment objectives and policies of
each of the Equity, Income and Money Funds of the Trust as set forth in the
respective Prospectuses for these Funds.

General. The Equity, Income and Money Funds will not acquire portfolio
-------
securities issued by, make savings deposits in, or enter into repurchase,
reverse repurchase, or dollar roll agreements with affiliates of the Funds,
except that the Optimized Fund may invest in such securities if they are
included in the S&P 500 Index.

Bank Obligations. All Funds may invest in bank obligations consisting of
----------------
bankers' acceptances, certificates of deposit, and time deposits.

Bankers' acceptances are negotiable drafts or bills of exchange typically
drawn by an importer or exporter to pay for specific merchandise, which are
"accepted" by a bank, meaning, in effect, that the bank unconditionally agrees
to pay the face value of the instrument on maturity. Bankers' acceptances
invested in by the Funds will be those guaranteed by domestic and foreign banks
having, at the time of investment, capital, surplus, and undivided profits in
excess of $100,000,000 (as of the date of their most recently published
financial statements).

Certificates of deposit are negotiable certificates issued against funds
deposited in a commercial bank or a savings and loan association for a definite
period of time and earning a specified return. Certificates of deposit and time
deposits will be those 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 may also invest in Eurodollar Certificates of Deposit, which are
U.S. dollar denominated certificates of deposit issued by offices of foreign and
domestic banks located outside the United States; Yankee Certificates of
Deposit, which are certificates of deposit issued by a U.S. branch of a foreign
bank denominated in U.S. dollars and held in the United States; Eurodollar Time
Deposits ("ETDs"), which are U.S. dollar denominated deposits in a foreign
branch of a U.S. bank or a foreign bank; and Canadian Time Deposits, which are
basically the same as ETDs, except they are issued by Canadian offices of major
Canadian banks.

Commercial Paper. Commercial paper consists of unsecured promissory notes
----------------
issued by corporations. Except as noted below with respect to variable amount
master demand notes, issues of commercial paper normally have maturities of less
than nine months and fixed rates of return.

Variable Amount Master Demand Notes. Variable amount master demand notes,
-----------------------------------
in which the Funds may invest, are unsecured demand notes that permit the
indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate according to the terms of the instrument. Because master demand
notes are direct lending arrangements between a Fund and the issuer, they

<PAGE>

are not normally traded. Although there is no secondary market in the notes, a
Fund 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 dollar weighted average portfolio maturity, a variable amount master
demand note will be deemed to have a maturity equal to the longer of the period
of time remaining until the next interest rate adjustment or the period of time
remaining until the principal amount can be recovered from the issuer through
demand.

Foreign Investments. 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.

Because foreign companies are not subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to U.S. companies, there may be less publicly available
information about a foreign company than about a U.S. company. Volume and
liquidity in most foreign markets are less than in the U.S., and securities of
many foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. Fixed commissions on foreign securities exchanges
are generally higher than negotiated commissions on U.S. exchanges, although the
Equity, Income and Money Funds endeavor to achieve the most favorable net
results on portfolio transactions. There is generally less government
supervision and regulation of securities exchanges, brokers, dealers and listed
companies than in the U.S., thus increasing the risk of delayed settlements of
portfolio transactions or loss of certificates for portfolio securities.

Foreign markets also have different clearance and settlement procedures,
and in certain markets, there have been times when settlements have been unable
to keep pace with the volume of securities transactions, making it difficult to
conduct such transactions. Such delays in settlement could result in temporary
periods when a portion of the assets of a Fund is uninvested and no return is
earned thereon. The inability of a Fund to make intended security purchases due
to settlement problems could cause such Fund to miss attractive investment
opportunities. Losses to a Fund due to subsequent declines in the value of
portfolio securities, or losses arising out of the Fund's inability to fulfill a
contract to sell such securities, could result in potential liability to the
Fund. In addition, with respect to certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability, or diplomatic developments which could affect a Fund's investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource self-
sufficiency and balance of payments position.

<PAGE>

In many instances, foreign debt securities may provide higher yields than
securities of domestic issuers which have similar maturities and quality. Under
certain market conditions these investments may be less liquid than the
securities of U.S. corporations and are certainly less liquid than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities. Finally, in the event of a default of any such foreign debt
obligations, it may be more difficult for a Fund to obtain or to enforce a
judgment against the issuers of such securities.

A change in the value of any foreign currency against the U.S. dollar will
result in a corresponding change in the U.S. dollar value of a Fund's securities
denominated in that currency. Such changes will also affect a Fund's income and
distributions to Shareholders. In addition, although a Fund will receive income
on foreign securities in such currencies, such Fund will be required to compute
and distribute its income in U.S. dollars. Therefore, if the exchange rate for
any such currency declines materially after such Fund's income has been accrued
and translated into U.S. dollars, the Fund could be required to liquidate
portfolio securities to make required distributions. Similarly, if an exchange
rate declines between the time a Fund incurs expenses in U.S. dollars and the
time such expenses are paid, the amount of such currency required to be
converted into U.S. dollars in order to pay such expenses in U.S. dollars will
be greater.

In general, there is a large, liquid market in the United States for many
American Depositary Receipts ("ADRs"). The information available for ADRs is
subject to the accounting, auditing and financial reporting standards of the
domestic market or exchange on which they are traded, which standards are more
uniform and more exacting than those to which many foreign issuers may be
subject. Certain of the ADRs in which the Equity Funds, except for the
Optimized Fund, may invest, typically those denominated as unsponsored, require
the holders thereof to bear most of the costs of such facilities, while issuers
of sponsored facilities normally pay more of the costs thereof. The depositary
of an unsponsored facility frequently is under no obligation to distribute
shareholder communications received from the issuer of the deposited securities
or to pass through the voting rights to facility holders with respect to the
deposited securities, whereas the depositary of a sponsored facility typically
distributes shareholder communications and passes through the voting rights.

Variable and Floating Rate Notes. The Money Funds and the Tax-Free Bond
--------------------------------
Fund may acquire variable and floating rate notes, subject to each such Fund's
investment objective, policies and restrictions. A variable rate note is one
whose terms provide for the adjustment of its interest rate on set dates and
which, upon such adjustment, can reasonably be expected to have a market value
that approximates its par value. A floating rate note is one whose terms
provide for the adjustment of its interest rate whenever a specified interest
rate changes and which, at any time, can reasonably be expected to have a market
value that approximates its par value. Such notes are frequently not rated by
credit rating agencies; however, unrated variable and floating rate notes
purchased by a Fund will be determined by Qualivest, under guidelines
established by the Trust's Board of Trustees, to be of comparable quality at the
time of purchase to rated instruments eligible for purchase under the Fund's
investment policies. In making such determinations, the investment adviser will
consider the earning power, cash flow and other liquidity ratios of the

<PAGE>

issuers of such notes (such issuers include financial, merchandising, bank
holding and other companies) and will continuously monitor their financial
condition. Although there may be no active secondary market with respect to a
particular variable or floating rate note purchased by a Fund, it may resell the
note at any time to a third party. The absence of an active secondary market,
however, could make it difficult for the Fund to dispose of a variable or
floating rate note in the event the issuer of the note defaulted on its payment
obligations and the Fund could, as a result or for other reasons, suffer a loss
to the extent of the default. To the extent that the Fund is not entitled to
receive the principal amount of a note within seven days, such note will be
treated as an illiquid security for purposes of calculation of the limitation on
the Fund's investment in illiquid securities as set forth in that Fund's
investment restrictions. Variable or floating rate notes may be secured by bank
letters of credit.

Variable or floating rate notes invested in by the Money Funds may have
maturities of more than 397 days, as follows:

1. An instrument that is issued or guaranteed by the U.S. Government or
any agency thereof which has a variable rate of interest readjusted no less
frequently than every 397 days will be deemed by a Money Fund to have a maturity
equal to the period remaining until the next readjustment of the interest rate.

2. A variable rate note, the principal amount of which is scheduled on
the face of the instrument to be paid in 397 days or less, will be deemed by a
Money Fund to have a maturity equal to the period remaining until the next
readjustment of the interest rate.

3. A variable rate note that is subject to a demand feature will be
deemed by a Money Fund to have a maturity equal to the longer of the period
remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand.

4. A floating rate note that is subject to a demand feature will be
deemed by a Money Fund to have a maturity equal to the period remaining until
the principal amount can be recovered through demand.

As used above, a note is "subject to a demand feature" where the Fund is
entitled to receive the principal amount of the note either at any time on no
more than 30 days' notice or at specified intervals not exceeding 397 days.

Money Market Funds. Each of the Equity and Income Funds may invest up to
------------------
5% of the value of its total assets in the securities of any one money market
fund (including shares of the U.S. Treasury Fund, the Money Market Fund and the
Tax-Free Money Market Fund), provided that no more than 10% of such Fund's total
assets may be invested in the securities of money market funds in the aggregate.
Each of the Money Funds may invest up to 25% of its total assets in the
securities of money market funds.

<PAGE>

In order to avoid the imposition of additional fees as a result of
investments by the Equity and Income Funds in Shares of the Money Funds of the
Trust, Qualivest, BISYS Fund Services ("BISYS" or "Distributor" or
"Administrator"), and their affiliates will not retain any portion of their
usual service fees from the Funds that are attributable to investments by these
Funds in Shares of those Money Funds. The Equity and Income Funds will incur no
sales charges, contingent deferred sales charges, 12b-1 fees, or other
underwriting or distribution fees in connection with their investments in the
Money Funds of the Trust. These Funds will vote their Shares of each of the
Money Funds of the Trust in proportion to the vote by all other Shareholders of
such Money Fund. Moreover, no single Fund of the Trust may own more than 3% of
the outstanding Shares of any single Money Fund of the Trust.

Municipal Securities. As stated in the Prospectuses of the Tax-Free Money
--------------------
Market and Tax-Free Bond Funds (collectively, the "Exempt Funds" and singly, an
"Exempt Fund"), the assets of the Exempt Funds will be primarily invested in
bonds and notes issued by or on behalf of states (including the District of
Columbia), territories, and possessions of the United States and their
respective authorities, agencies, instrumentalities, and political subdivisions,
the interest on which is both exempt from federal income tax and not treated as
a preference item for purposes of the federal alternative minimum tax
("Municipal Securities"). With respect to the Tax-Free Money Market Fund,
Municipal Securities are expected to have remaining maturities of 397 days or
less. Under normal market conditions, at least 80% of the net assets of each
such Exempt Fund will be invested in Municipal Securities.

Municipal Securities include debt obligations issued by governmental
entities to obtain funds for various public purposes, such as the construction
of a wide range of public facilities, the refunding of outstanding obligations,
the payment of general operating expenses, and the extension of loans to other
public institutions and facilities. Private activity bonds that are issued by
or on behalf of public authorities to finance various privately-operated
facilities are included within the term Municipal Securities if the interest
paid thereon is exempt from both federal income tax and not treated as a
preference item for purposes of the federal alternative minimum tax.

Among other types of Municipal Securities, the Exempt Funds may purchase
short-term General Obligation Notes, Tax Anticipation Notes, Bond Anticipation
Notes, Revenue Anticipation Notes, Project Notes, Tax-Exempt Commercial Paper,
Construction Loan Notes and other forms of short-term tax-exempt loans. Such
instruments are issued with a short-term maturity in anticipation of the receipt
of tax funds, the proceeds of bond placements or other revenues. In addition,
the Exempt Funds may invest in other types of tax-exempt instruments, such as
municipal bonds, private activity bonds, and pollution control bonds.

Project Notes are issued by a state or local housing agency and are sold by
the Department of Housing and Urban Development. While the issuing agency has
the primary obligation with respect to its Project Notes, they are also secured
by the full faith and credit of the United States through agreements with the
issuing authority which provide that, if required, the federal

<PAGE>

government will lend the issuer an amount equal to the principal of and interest
on the Project Notes.

As described in the Prospectuses of the Exempt Funds, the two principal
classifications of Municipal Securities consist of "general obligation" and
"revenue" issues. The Exempt Funds may also acquire "moral obligation" issues,
which are normally issued by special purpose authorities. There are, of course,
variations in the quality of Municipal Securities, both within a particular
classification and between classifications, and the yields on Municipal
Securities depend upon a variety of factors, including general money market
conditions, the financial condition of the issuer, general conditions of the
municipal bond market, the size of a particular offering, the maturity of the
obligation and the rating of the issue. The ratings of a nationally recognized
statistical rating organization ("NRSRO") represent its opinion as to the
quality of Municipal Securities. It should be emphasized, however, that ratings
are general and are not absolute standards of quality, and Municipal Securities
with the same maturity, interest rate and rating may have different yields,
while Municipal Securities of the same maturity and interest rate with different
ratings may have the same yield. Subsequent to purchase, an issue of Municipal
Securities may cease to be rated or its rating may be reduced below the minimum
rating required for purchase. Qualivest will consider such an event in
determining whether an Exempt Fund should continue to hold the obligation.

An issuer's obligations under Municipal Securities are subject to the
provisions of bankruptcy, insolvency, and other laws affecting the rights and
remedies of creditors, such as the federal bankruptcy code, and laws, if any,
which may be enacted by Congress or state legislatures extending the time for
payment of principal or interest, or both, or imposing other constraints upon
the enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on and principal of Municipal Securities may be materially
adversely affected by litigation or other conditions.

Municipal Lease Obligations. The Tax-Free Bond Fund may invest up to 5% of
---------------------------
its total assets in municipal lease obligations, including certificates of
participation, which finance a variety of public projects. Because of the way
these instruments are structured, they carry a greater risk than other types of
Municipal Securities. The Tax-Free Bond Fund may invest in municipal lease
obligations only when they are rated by an NRSRO or are deemed by Qualivest,
pursuant to guidelines adopted by the Board of Trustees, to be of a quality
compatible with the Fund's quality standards. Prior to purchasing a municipal
lease obligation and on a regular basis thereafter, Qualivest will evaluate the
credit quality and liquidity of the security. In making its evaluation,
Qualivest will consider various credit factors, such as the necessity of the
project, the municipality's credit quality, future borrowing plans, sources of
revenue pledged for lease repayment, general economic conditions in the region
where the security is issued, and liquidity factors, such as dealer activity.

U.S. Government Obligations. Each of the Funds may invest in obligations
---------------------------
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, including bills, notes

<PAGE>

and bonds issued by the U.S. Treasury, 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 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. The stripped Treasury obligations in which
the Funds may invest do not include Certificates of Accrual on Treasury
Securities ("CATS") or Treasury Income Growth Receipts ("TIGRs").

Obligations of certain agencies and instrumentalities of the U.S.
Government are supported by the full faith and credit of the U.S. Treasury;
others are supported by the right of the issuer to borrow from the Treasury;
others are supported by the discretionary authority of the U.S. Government to
purchase the agency's obligations; and still others are supported only by the
creditworthiness 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 Funds
will invest in the obligations of such agencies or instrumentalities only when
Qualivest believes that the credit risk with respect thereto is minimal.

Taxable Obligations. As stated in the Prospectuses of each of the Exempt
-------------------
Funds, under normal market conditions, each Exempt Fund may invest up to 20% of
its net assets in Taxable Obligations. Taxable Obligations may include (1)
obligations of the U.S. Treasury; (2) obligations of agencies and instrumen-
talities of the U.S. Government; (3) money market instruments, such as
certificates of deposit issued by domestic banks, corporate commercial paper,
and bankers' acceptances; and (4) taxable instruments subject to repurchase
agreements (agreements under which the seller agrees at the time of sale to
repurchase the securities it is selling at an agreed time and price).
Certificates of deposit will be those of domestic branches of U.S. banks which
are members of the Federal Reserve System or the Federal Deposit Insurance
Corporation and which have total assets at the time of purchase in excess of
$100,000,000, or of savings and loan associations which are members of the
Federal Deposit Insurance Corporation and which have total assets at the time of
purchase in excess of $100,000,000. Bankers' acceptances will be guaranteed by
U.S. commercial banks having total assets at the time of purchase in excess of
$100,000,000.

Options Trading. The Equity Funds and the Income Funds may purchase put
---------------
and call options. A call option gives the purchaser the right to buy, and a
writer has the obligation to sell, the underlying security or foreign currency
at the stated exercise price at any time prior to the expiration of the option,
regardless of the market price or exchange rate of the security or foreign
currency, as the case may be. The premium paid to the writer is consideration
for undertaking the obligations under the option contract. A put option gives
the purchaser the right to sell the underlying security or foreign currency at
the stated exercise price at any time prior to the expiration date of the
option, regardless of the market price or exchange rate of the security or
foreign currency, as the case may be. Put and call options purchased by the
foregoing Funds will be valued at the last sale price, or in the absence of such
a price, at the mean between bid and asked price.

<PAGE>

When a Fund writes an option, an amount equal to the net premium (the
premium less the commission) received by the Fund is included in the liability
section of its statement of assets and liabilities as a deferred credit. The
amount of the deferred credit will be subsequently marked-to-market to reflect
the current value of the option written. The current value of the traded option
is the last sale price or, in the absence of a sale, the average of the closing
bid and asked prices. If an option expires on the stipulated expiration date,
or if a Fund enters into a closing purchase transaction, it will realize a gain
(or a loss if the cost of a closing purchase transaction exceeds the net premium
received when the option is sold) and the deferred credit related to such option
will be eliminated. If an option is exercised, the Fund may deliver the
underlying security in the open market. In either event, the proceeds of the
sale will be increased by the net premium originally received and the Fund will
realize a gain or loss.

The Equity Funds, the Intermediate Bond Fund, and the Bond Fund also may
purchase or sell index options. Index options (or options on securities
indices) are similar in many respects to options on securities except that an
index option gives the holder the right to receive, upon exercise, cash instead
of securities, 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.

Puts. Each Exempt Fund may acquire "puts" with respect to Municipal
----
Securities held in its portfolio. A put is a right to sell a specified security
(or securities) within a specified period of time at a specified exercise price.
The Exempt Funds may sell, transfer, or assign a put only in conjunction with
the sale, transfer, or assignment of the underlying security or securities.

The amount payable to an Exempt Fund upon its exercise of a put is normally
(i) the Exempt Fund's acquisition cost of the Municipal Securities (excluding
any accrued interest which the Exempt Fund paid on the acquisition), less any
amortized market premium or plus any amortized market or original issue discount
during the period the Exempt Fund owned the securities, plus (ii) all interest
accrued on the securities since the last interest payment date during that
period.

Puts may be acquired by such Funds to facilitate the liquidity of their
respective portfolio assets. Puts may also be used to facilitate the
reinvestment of an Exempt Fund's assets at a rate of return more favorable than
that of the underlying security. Puts may, under certain circumstances, also be
used to shorten the maturity of underlying variable rate or floating rate
securities for purposes of calculating the remaining maturity of those
securities and the dollar weighted average portfolio maturity of the Tax-Free
Money Market Fund's assets pursuant to Rule 2a-7 under the Investment Company
Act of 1940, as amended ("1940 Act"). See "INVESTMENT POLICIES -- Additional
Information on Portfolio Instruments -- Variable and Floating Rate Notes" and
"NET ASSET VALUE" in this SAI.

The Exempt Funds expect that each such Fund will generally acquire puts
only where the puts are available without the payment of any direct or indirect
consideration. However, if

<PAGE>

necessary or advisable, the Exempt Funds may pay for puts either separately in
cash or by paying a higher price for portfolio securities which are acquired
subject to the puts (thus reducing the yield to maturity otherwise available for
the same securities).

The Exempt Funds intend to enter into puts only with banks and broker-
dealers which, in Qualivest's opinion, present minimal credit risks.

When-Issued and Delayed-Delivery Securities. Each Equity, Income and Money
-------------------------------------------
Fund may purchase securities on a "when-issued" or "delayed-delivery" basis
(i.e., for delivery beyond the normal settlement date at a stated price and
----
yield). When a Fund agrees to purchase securities on a "when-issued" or
"delayed-delivery" basis, its custodian will set aside cash or high grade liquid
debt securities equal to the amount of the commitment in a separate account.
Normally, the custodian will set aside securities to satisfy the purchase
commitment, and in such a case, the Fund may be required subsequently to place
additional assets in the separate account in order to assure that the value of
the account remains equal to the amount of the Fund's commitment. It may be
expected that the Fund's net assets will fluctuate to a greater degree when it
sets aside securities to cover such purchase commitments than when it sets aside
cash. In addition, because the Fund will set aside cash or high grade liquid
debt securities to satisfy its purchase commitments in the manner described
above, its liquidity and the ability of Qualivest to manage it might be affected
in the event its commitments to purchase "when-issued" or "delayed-delivery"
securities ever exceeded 25% of the value of its assets. Under normal market
conditions, however, a Fund's commitments to purchase "when-issued" or "delayed-
delivery" securities will not exceed 25% of the value of its assets.

If the Fund sells a "when-issued" or "delayed-delivery" security before a
delivery, any gain would not be tax-exempt. When the Fund engages in "when-
issued" or "delayed-delivery" transactions, it relies on the seller to
consummate the trade. Failure of the seller to do so may result in the Fund
incurring a loss or missing the opportunity to obtain a price considered to be
advantageous.

Mortgage-Related Securities. Each Fund except the Optimized Fund and the
---------------------------
International Fund may, consistent with its investment objective and policies,
invest in mortgage-related securities issued or guaranteed by the U.S.
Government or its agencies and instrumentalities. In addition, these Funds may
invest in mortgage-related securities issued by nongovernmental entities;
provided, however, that to the extent a Fund purchases mortgage-related
securities from such issuers which may, solely for purposes of the 1940 Act, be
deemed to be investment companies, its investment in such securities will be
subject to the limitations on its investment in investment company securities.

Mortgage-related securities, for purposes of the Funds' Prospectuses and
this SAI, represent pools of mortgage loans assembled for sale to investors by
various governmental agencies such as the Government National Mortgage
Association ("GNMA") and government-related organizations such as the Federal
National Mortgage Association ("FNMA") and the

<PAGE>

Federal Home Loan Mortgage Corporation ("FHLMC"), as well as by nongovernmental
issuers such as commercial banks, savings and loan institutions, mortgage
bankers and private mortgage insurance companies. Although certain mortgage-
related securities are guaranteed by a third party or otherwise similarly
secured, the market value of the security, which may fluctuate, is not so
secured. If a Fund purchases a mortgage-related security at a premium, that
portion may be lost if there is a decline in the market value of the security,
whether resulting from changes in interest rates or prepayments in the
underlying mortgage collateral. As with other interest-bearing securities, the
prices of such securities are inversely affected by changes in interest rates.
However, though the value of a mortgage-related security may decline when
interest rates rise, the converse is not necessarily true, since in periods of
declining interest rates the mortgages underlying the securities are prone to
prepayment, thereby shortening the average life of the security and shortening
the period of time over which income at the higher rate is received. When
interest rates are rising, though, the rate of prepayment tends to decrease,
thereby lengthening the period of time over which income at the lower rate is
received. For these and other reasons, a mortgage-related security's average
maturity may be shortened or lengthened as a result of interest rate
fluctuations and, therefore, it is not possible to predict accurately the
security's return to the Funds. In addition, regular payments received in
respect of mortgage-related securities include both interest and principal. No
assurance can be given as to the return the Funds will receive when these
amounts are reinvested.

There are a number of important differences among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities that they issue. Mortgage-related securities issued by
the GNMA include GNMA Mortgage Pass-Through Certificates (also known as "Ginnie
Maes") which are guaranteed as to the timely payment of principal and interest
by GNMA and such guarantee is backed by the full faith and credit of the United
States. GNMA is a wholly owned U.S. Government corporation within the
Department of Housing and Urban Development. GNMA certificates also are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-related securities issued by the
FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes") which are solely the obligations of FNMA and are not backed by or
entitled to the full faith and credit of the United States. FNMA is a
government-sponsored organization owned entirely by private stockholders.
Fannie Maes are guaranteed as to the timely payment of the principal and
interest by FNMA. Mortgage-related securities issued by the FHLMC include FHLMC
Mortgage Participation Certificates (also known as "Freddie Macs" or "Pcs").
FHLMC is a corporate instrumentality of the United States, created pursuant to
an Act of Congress, which is owned entirely by Federal Home Loan Banks. Freddie
Macs are not guaranteed by the United States or by any Federal Home Loan Bank
and do not constitute a debt or obligation of the United States or of any
Federal Home Loan Bank. Freddie Macs entitle the holder to the timely payment
of interest, which is guaranteed by FHLMC. FHLMC guarantees either ultimate
collection or the timely payment of all principal payments on the underlying
mortgage loans. When FHLMC does not guarantee timely payment of principal,
FHLMC may remit the amount due on account of its guarantee of ultimate payment
of principal

<PAGE>

at any time after default on an underlying mortgage, but in no event later than
one year after it becomes payable.

Medium-Grade Debt Securities. As stated in the Prospectuses for the Large
----------------------------
Companies Value Fund, Large Companies Growth Fund, Small Companies Fund, Micro
Cap Fund, Income Equity Fund and each Income Fund, each of these Funds may
invest in debt securities which are within the fourth highest rating group
assigned by an NRSRO (e.g., including securities rated BBB by Standard & Poor's
----
Corporation ("S&P") or Baa by Moody's Investors Service, Inc. ("Moody's")) or,
if not rated, or are of comparable quality as determined by Qualivest.
("Medium-Grade Securities").

As with other fixed-income securities, Medium-Grade Securities are subject
to credit risk and market risk. Market risk relates to changes in a security's
value as a result of changes in interest rates. Credit risk relates to the
ability of the issuer to make payments of principal and interest. Medium-Grade
Securities are considered by Moody's to have speculative characteristics.

Medium-Grade Securities are generally subject to greater credit risk than
comparable higher-rated securities because issuers are more vulnerable to
economic downturns, higher interest rates or adverse issuer-specific
developments. In addition, the prices of Medium-Grade Securities are generally
subject to greater market risk and therefore react more sharply to changes in
interest rates. The value and liquidity of Medium-Grade Securities may be
diminished by adverse publicity and investor perceptions.

Because certain Medium-Grade Securities are traded only in markets where
the number of potential purchasers and sellers, if any, is limited, the ability
of those Funds to sell such securities at their fair market value either to meet
redemption requests or to respond to changes in the financial markets may be
limited.

Particular types of Medium-Grade Securities may present special concerns.
The prices of payment-in-kind or zero-coupon securities may react more strongly
to changes in interest rates than the prices of other Medium-Grade Securities.
Some Medium-Grade Securities in which such Funds may invest may be subject to
redemption or call provisions that may limit increases in market value that
might otherwise result from lower interest rates while increasing the risk that
those Funds may be required to reinvest redemption or call proceeds during a
period of relatively low interest rates.

The credit ratings issued by NRSROs are subject to various limitations.
For example, while such ratings evaluate credit risk, they ordinarily do not
evaluate the market risk of Medium-Grade Securities. In certain circumstances,
the ratings may not reflect in a timely fashion adverse developments affecting
an issuer. For these reasons, Qualivest conducts its own independent credit
analysis of Medium-Grade Securities.

<PAGE>

Restricted Securities. "Section 4(2) securities," as described in the
---------------------
Prospectuses, are securities that are issued in reliance on the "private
placement" exemption from registration which is afforded by Section 4(2) of the
Securities Act of 1933 (the "1933 Act"). The Funds will not purchase Section
4(2) securities which have not been determined to be liquid in excess of 15%
(10% in the case of the Money Funds) of the net assets of each Fund. The Board
of Trustees has delegated to Qualivest the day-to-day authority to determine
whether a particular issue of Section 4(2) securities that are eligible for
resale under Rule 144A under the 1933 Act should be treated as liquid. Rule
144A provides a safe-harbor exemption from the registration requirements of the
1933 Act for resales to "qualified institutional buyers" as defined in Rule
144A. With the exception of registered broker-dealers, a qualified
institutional buyer must generally own and invest on a discretionary basis at
least $100 million in securities.

Qualivest may deem Section 4(2) securities liquid if it believes that,
based on the trading markets for such security, such security can be disposed of
within seven days in the ordinary course of business at approximately the amount
at which an Equity, Income or Money Fund has valued the security. In making
such determination, Qualivest generally considers any and all factors that it
deems relevant, which may include (i) the credit quality of the issuer; (ii) the
frequency of trades and quotes for the security; (iii) the number of dealers
willing to purchase or sell the security and the number of other potential
purchasers; (iv) dealer undertakings to make a market in the security; and (v)
the nature of the security and the nature of market-place trades.

Treatment of Section 4(2) securities as liquid could have the effect of
decreasing the level of a Fund's liquidity to the extent that qualified
institutional buyers become, for a time, uninterested in purchasing these
securities.

Guaranteed Investment Contracts. When investing in guaranteed investment
-------------------------------
contracts ("GICs"), the Intermediate Bond Fund, the Bond Fund, and each of the
Money Funds make cash contributions to a deposit fund of an insurance company's
general account. The insurance company then credits to the deposit fund on a
monthly basis guaranteed interest. The GICs provide that this guaranteed
interest will not be less than a certain minimum rate. The insurance company
may assess periodic charges against a GIC for expense and service costs
allocable to it, and the charges will be deducted from the value of the deposit
fund. The Intermediate Bond Fund and the Bond Fund may invest in GICs of
insurance companies without regard to the ratings, if any, assigned to such
insurance companies' outstanding debt securities. The Money Funds may invest in
GICs issued by insurance companies whose outstanding debt securities are rated
in the first two rating categories by an NRSRO or, if not rated, that Qualivest
deems to be of comparable quality. Because a Fund may not receive the principal
amount of a GIC from the insurance company on seven days' notice or less, the
GIC is considered an illiquid investment, and, together with other instruments
held by the Fund which are deemed to be illiquid, will not exceed a Fund's
restriction on investment in illiquid securities. In determining average
portfolio maturity, GICs will be deemed to have a maturity equal to the period
of time remaining until the next readjustment of the guaranteed interest rate.

<PAGE>

Repurchase Agreements. Securities held by all of the Funds except the U.S.
---------------------
Treasury Fund may be subject to repurchase agreements. Under the terms of a
repurchase agreement, a Fund acquires securities from member banks of the
Federal Reserve System and broker-dealers that Qualivest deems creditworthy
under guidelines approved by the Board of Trustees, subject to the seller's
agreement to repurchase such securities at a mutually agreed-upon date and
price. If the seller were to default on its repurchase obligation or become
insolvent, the Fund holding such obligation could suffer a loss to the extent
that the proceeds from a sale of the underlying portfolio securities were less
than the repurchase price under the agreement. Securities subject to repurchase
agreements will be held by the Fund's custodian or another qualified custodian
or in the Federal Reserve/Treasury book-entry system.

Futures Contracts. As discussed in the Prospectuses of the Equity Funds
-----------------
and the Income Funds, each of these Funds may enter into futures contracts.
This investment technique is designed primarily to hedge against anticipated
future changes in market conditions or foreign exchange rates which otherwise
might adversely affect the value of securities which a Fund holds or intends to
purchase. For example, when interest rates are expected to rise or market
values of portfolio securities are expected to fall, a Fund can seek through the
sale of futures contracts to offset a decline in the value of its portfolio
securities. When interest rates are expected to fall or market values are
expected to rise, a Fund, through the purchase of such contracts, can attempt to
secure better rates or prices for the Fund than might later be available in the
market when it effects anticipated purchases.

The acquisition of put and call options on futures contracts will,
respectively, give a Fund the right (but not the obligation), for a specified
price, to sell or to purchase the underlying futures contract, upon exercise of
the option, at any time during the option period.

Futures transactions involve brokerage costs and require a Fund to
segregate liquid assets, such as cash, U.S. Government securities or other
liquid high grade debt obligations, to cover its obligation under such
contracts. A Fund may lose the expected benefit of futures transactions if
interest rates, securities prices or foreign exchange rates move in an
unanticipated manner. Such unanticipated changes may also result in poorer
overall performance than if the Equity or Income Fund had not entered into any
futures transactions. In addition, the value of a Fund's futures positions may
not prove to be perfectly or even highly correlated with the value of its
portfolio securities and foreign currencies, limiting its ability to hedge
effectively against interest rates, foreign exchange rates and/or market risk
and giving rise to additional risks. There is no assurance of liquidity in the
secondary market for purposes of closing out futures positions.

Forward Foreign Currency Exchange Contracts. The Large Companies Value,
-------------------------------------------
Large Companies Growth, Small Companies, Micro Cap, Income Equity and
International Funds may engage in foreign currency exchange transactions. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
("Term") from the date of the contract agreed upon by the parties, at a price

<PAGE>

set at the time of the contract. These contracts are traded directly between
currency traders (usually large commercial banks) and their customers.

No such Fund intends to enter into such forward contracts if it would have
more than 10% of the value of its total assets committed to such contracts on a
regular or continuous basis. A Fund also will not enter into such forward
contracts or maintain a net exposure in such contracts where such Fund would be
obligated to deliver an amount of foreign currency in excess of the value of
such Fund's securities or other assets denominated in that currency. Qualivest
believes that it is important to have the flexibility to enter into such forward
contracts when it determines that to do so is in the best interests of a Fund.
Each such Fund's custodian bank segregates cash or liquid high grade debt
securities in an amount not less than the value of the Fund's total assets
committed to forward foreign currency exchange contracts entered into for the
purchase of a foreign security. If the value of the securities segregated
declines, additional cash or securities are added so that the segregated amount
is not less than the amount of such Fund's commitments with respect to such
contracts. These Funds generally do not enter into a forward contract with a
Term longer than one year.

Foreign Currency Options. A foreign currency option provides the Large
------------------------
Companies Value, Large Companies Growth, Small Companies, Micro Cap, Income
Equity or International Fund, as the option buyer, with the right to buy or sell
a stated amount of foreign currency at the exercise price at a specified date or
during the option period. A call option gives its owner the right, but not the
obligation, to buy the currency, while a put option gives its owner the right,
but not the obligation, to sell the currency. The option seller (writer) is
obligated to fulfill the terms of the option sold if it is exercised. However,
either seller or buyer may close its position during the option period in the
secondary market for such options any time prior to expiration.

A call rises in value if the underlying currency appreciates. Conversely,
a put rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect a Fund against an adverse movement in the
value of a foreign currency, it does not limit the gain which might result from
a favorable movement in the value of such currency. For example, if a Fund were
holding securities denominated in an appreciating foreign currency and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, it would not have to exercise its put. Similarly, if a Fund has
entered into a contract to purchase a security denominated in a foreign currency
and had purchased a foreign currency call to hedge against a rise in the value
of the currency but instead the currency had depreciated in value between the
date of purchase and the settlement date, such Fund would not have to exercise
its call but could acquire in the spot market the amount of foreign currency
needed for settlement.

Foreign Currency Futures Transactions. As part of its financial futures
-------------------------------------
transactions, the Large Companies Value, Large Companies Growth, Small
Companies, Micro Cap, Income Equity and International Funds may use foreign
currency futures contracts and options on such futures contracts. Through the
purchase or sale of such contracts, a Fund may be able to achieve many

<PAGE>

of the same objectives as through forward foreign currency exchange contracts
more effectively and possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign currency
futures contracts and options on foreign currency futures contracts are
standardized as to amount and delivery period and may be traded on boards of
trade and commodities exchanges or directly with a dealer which makes a market
in such contracts and options. It is anticipated that such contracts may
provide greater liquidity and lower cost than forward foreign currency exchange
contracts.

Regulatory Restrictions. As required by the Securities and Exchange
-----------------------
Commission, when purchasing or selling a futures contract or writing a put or
call option or entering into a forward foreign currency exchange purchase, a
Fund will maintain in a segregated account cash or liquid high grade debt
securities equal to the value of such contracts.

To the extent required to comply with Commodity Futures Trading Commission
Regulation 4.5 and thereby avoid being classified as a "commodity pool
operator," a Fund will not enter into a futures contract or purchase an option
thereon if immediately thereafter the initial margin deposits for futures
contracts held by such Fund plus premiums paid by it for open options on futures
would exceed 5% of such Fund's total assets. A Fund will not engage in
transactions in financial futures contracts or options thereon for speculation,
but only to attempt to hedge against changes in market conditions affecting the
values of securities which such Fund holds or intends to purchase. When futures
contracts or options thereon are purchased to protect against a price increase
on securities intended to be purchased later, it is anticipated that at least
25% of such intended purchases will be completed. When other futures contracts
or options thereon are purchased, the underlying value of such contracts will at
all times not exceed the sum of: (1) accrued profit on such contracts held by
the broker; (2) cash or high quality money market instruments set aside in an
identifiable manner; and (3) cash proceeds from investments due in 30 days.

Investment Restrictions
- -----------------------

Each Fund's investment objective is fundamental and may not be changed
without a vote of the holders of a majority of the Fund's outstanding Shares.
In addition, the following investment restrictions may be changed with respect
to a particular Fund only by a vote of a majority of the outstanding Shares of
that Fund (as defined under "ADDITIONAL INFORMATION -- Vote of a Majority of the
Outstanding Shares" in this SAI).

None of the Funds will:

1. Purchase any securities which would cause more than 25% of the value
of the Fund's total assets at the time of purchase to be invested in securities
of one or more issuers conducting their principal business activities in the
same industry, provided that: (a) there is no limitation with respect to
obligations issued or guaranteed by the U.S. Government or its agencies

<PAGE>

or instrumentalities, domestic bank certificates of deposit or bankers'
acceptances issued by United States branches of domestic banks (for the Money
Funds), and repurchase agreements secured by obligations of the U.S. Government
or its agencies or instrumentalities; (b) wholly owned finance companies will be
considered to be in the industries of their parents if their activities are
primarily related to financing the activities of their parents; (c) a Parent
Fund may invest more than 25% of its total assets in investment companies, or
portfolios thereof, that are Underlying Funds of the Parent Fund; and (d)
utilities will be divided according to their services. For example, gas, gas
transmission, electric and gas, electric, and telephone will each be considered
a separate industry;

2. Purchase securities of any one issuer, other than obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities, if,
immediately after such purchase, more than 5% of the value of the Fund's total
assets would be invested in such issuer, or the Fund would hold more than 10% of
the outstanding voting securities of the issuer, except that 25% or less of the
value of a Fund's total assets may be invested without regard to such
limitations. There is no limit to the percentage of assets that may be invested
in U.S. Treasury bills, notes, or other obligations issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. In addition, there is no
limit to the percentage of assets that a Parent Fund may invest in any
investment company;

3. Borrow money or issue senior securities, except that a Fund may borrow
from banks or brokers, in amounts up to 10% of the value of its total assets at
the time of such borrowing. A Fund will not purchase securities while its
borrowings exceed 5% of its total assets;

4. Make loans, except that a Fund may purchase or hold debt instruments
and lend portfolio securities in accordance with its investment objective and
policies, make time deposits with financial institutions and enter into
repurchase agreements;

5. Underwrite the securities issued by other persons, except to the
extent that a Fund may be deemed to be an underwriter under certain securities
laws in the disposition of "restricted securities;"

6. Purchase or sell commodities or commodities contracts, except to the
extent disclosed in the current Prospectus of the Fund; and

7. Purchase or sell real estate (although investments in marketable
securities of companies engaged in such activities and securities secured by
real estate or interests therein, or in Underlying Funds investing in such
securities, are not prohibited by this restriction).

For purposes only of investment limitation number 1 above, such limitation
shall not apply to Municipal Securities, and industrial development bonds or
private activity bonds that are backed only by the assets and revenues of a
nongovernmental user shall not be deemed to be Municipal Securities. For
purposes of investment limitation number 2 above, a security is considered to be

17
<PAGE>

issued by the governmental entity (or entities) whose assets and revenues back
the security and, with respect to a private activity bond that is backed only by
the assets and revenues of a nongovernmental user, a security is considered to
be issued by such nongovernmental user.

Irrespective of investment restriction number 2 above and pursuant to Rule
2a-7 under the 1940 Act, the Money Market Fund and the U.S. Treasury Fund will,
with respect to 100% of its total assets, limit its investment in the securities
of any one issuer in the manner provided by such Rule.

The following additional investment restrictions are not fundamental
policies and therefore may be changed without the vote of a majority of the
outstanding Shares of a Fund. None of the Funds may:

1. Engage in any short sales (except for short sales "against the box" by
the Large Companies Value, Large Companies Growth, Small Companies, Micro Cap,
Income Equity, International and Optimized Funds);

2. Invest more than 10% of the Fund's total assets in the securities of
issuers which, together with any predecessors, have a record of less than three
years of continuous operation, except that this limitation shall not apply to a
Parent Fund's investment in other investment companies, or portfolios thereof,
that are Underlying Funds of the Parent Fund;

3. Purchase securities of other investment companies, except (a) in
connection with a merger, consolidation, acquisition or reorganization, (b) to
the extent permitted by the 1940 Act or pursuant to any exemptions therefrom,
and (c) as consistent with the investment policies of a Parent Fund;

4. Purchase or retain securities of any issuer if the officers or
Trustees of the Trust and the officers or directors of its investment adviser
and of its administrator, who each owns beneficially more than one-half of 1% of
the outstanding securities of such issuer, together own beneficially more than
5% of such securities, except that this limitation shall not apply if the issuer
of the securities is an Underlying Fund of a Parent Fund;

5. Mortgage or hypothecate the Fund's assets in excess of one-third of
the Fund's total assets;

6. Purchase participations or direct interests in oil, gas or other
mineral exploration or development programs (although investments by the Fund in
marketable securities of companies engaged in such activities, or in securities
of Underlying Funds investing in such companies, are not prohibited by this
restriction);

7. Purchase securities on margin, except for use of short-term credit
necessary for clearance of purchases of portfolio securities and, for the Large
Companies Value, Large

18
<PAGE>

Companies Growth, Small Companies, Micro Cap, Income Equity, International,
Intermediate Bond, Bond and Tax-Free Bond Funds, except as may be necessary to
make margin payments in connection with foreign currency futures and other
derivative securities transactions; and

8. Purchase or otherwise acquire any securities if, as a result, more
than 15% (10% of the case of the Trust's Money Funds) of the Fund's net assets
would be invested in securities that are illiquid.

In addition, the Tax-Free Money Market Fund may not:

1. Acquire a put, if, immediately after such acquisition, over 5% of the
total amortized cost value of the Fund's assets would be subject to puts from
the same institution (except that (i) up to 25% of the value of the Fund's total
assets may be subject to puts without regard to such 5% limitation and (ii) the
5% limitation is inapplicable to puts that, by their terms, would be readily
exercisable in the event of a default in payment of principal or interest on the
underlying securities). For the purpose of this investment restriction and
investment restriction number 2 below, a put will be considered to be from the
party to whom the Fund will look for payment of the exercise price; and

2. Acquire a put that, by its terms, would be readily exercisable in the
event of a default in payment of principal and interest on the underlying
security or securities if, immediately after that acquisition, the amortized
cost value of the security or securities underlying that put, when aggregated
with the amortized cost value of any other securities issued or guaranteed by
the issuer of the put, would exceed 10% of the total amortized cost value of the
Fund's assets.

The Tax-Free Bond Fund may not:

1. Acquire a put, if, immediately after such acquisition, over 5% of the
total value of the Fund's assets would be subject to puts from the same
institution (except that (i) up to 25% of the value of the Fund's total assets
may be subject to puts without regard to such 5% limitation and (ii) the 5%
limitation is inapplicable to puts that, by their terms, would be readily
exercisable in the event of a default in payment of principal or interest on the
underlying securities). For the purpose of this investment restriction and
investment restriction number 2 below, a put will be considered to be from the
party to whom the Fund will look for payment of the exercise price; and

2. Acquire a put that, by its terms, would be readily exercisable in the
event of a default in payment of principal and interest on the underlying
security or securities if, immediately after that acquisition, the value of the
security or securities underlying that put, when aggregated with the value of
any other securities issued or guaranteed by the issuer of the put, would exceed
10% of the total value of the Fund's assets.

A Parent Fund may not:

<PAGE>

1. Redeem Shares of any Underlying Fund representing more than 3% of such
Underlying Fund's total assets during any one-month period, except as necessary
to meet redemption requests of the Parent Fund's Shareholders.

If any percentage restriction described above is satisfied at the time of
purchase, a later increase or decrease in such percentage resulting from a
change in net asset value will not constitute a violation of such restriction.
However, should a change in net asset value or other external events cause a
Fund's investments in illiquid securities to exceed the limitation set forth in
such Fund's Prospectus, that Fund will act to cause the aggregate amount of
illiquid securities to come within such limit as soon as reasonably practicable.
In such an event, however, that Fund would not be required to liquidate any
portfolio securities where the Fund would suffer a loss on the sale of such
securities.

In accordance with the terms of an order issued by the Securities and
Exchange Commission, each Parent Fund may (i) own more than 3% of the total
outstanding Shares of an Underlying Fund, (ii) invest more than 5% of its
assets in any one Underlying Fund, and (iii) invest more than 10% of its
assets in the Underlying Funds as a group. Due to the investment policies of
the Parent Funds, each Parent Fund will concentrate more than 25% of its total
assets in the investment company industry. However, as described above, no
Underlying Fund in which the Parent Funds invest will concentrate more than
25% of its total assets in any one industry.

Portfolio Turnover
- ------------------

Changes may be made in a Fund's portfolio consistent with the investment
objective and policies of the Fund whenever such changes are believed to be in
the best interests of the Fund and its Shareholders. The portfolio turnover
rates for all of the Funds may vary greatly from year to year as well as within
a particular year, and may be affected by cash requirements for redemptions of
Shares and by requirements which enable the Funds to receive certain favorable
tax treatments. High portfolio turnover rates will generally result in higher
transaction costs to a Fund, including brokerage commissions, and may result in
additional tax consequences to a Fund's Shareholders.

The portfolio turnover rate of each Parent Fund is expected to be low, as
such Fund will purchase or sell Shares of the Underlying Funds to (i)
accommodate purchases and sales of the Parent Fund's Shares, (ii) change the
percentage of its assets invested in each Underlying Fund in which it invests in
response to market conditions, and (iii) maintain or modify the allocation of
the Parent Fund's assets between Underlying Funds within the percentage limits
described in the Parent Fund's Prospectus. The portfolio turnover rate for each
of the Large Companies Growth and the Micro Cap Funds is not expected to exceed
100%. It is anticipated that the annual portfolio turnover rate for an
Underlying Fund normally will not exceed the amount stated in such Fund's
Prospectus, although the portfolio turnover rate for each of the Bond,
International, and Optimized Funds is expected to increase as each of these
Funds expands its

<PAGE>

investment activities following its recent commencement of operations.

The portfolio turnover rate for each of the Funds is calculated by dividing
the lesser of a Fund's purchases or sales of portfolio securities for the year
by the monthly average value of the securities. The Securities and Exchange
Commission requires that the calculation exclude all securities whose remaining
maturities at the time of acquisition are one year or less.

NET ASSET VALUE

As indicated in the Prospectuses, the net asset value of each Fund is
determined and the Shares of each Fund are priced as of the Valuation Time(s) on
each Business Day of the Trust. A "Business Day" is a day on which the New York
Stock Exchange ("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.

Valuation of the Trust's Money Funds
- ------------------------------------

The Money Funds have elected to use the amortized cost method of valuation
pursuant to Rule 2a-7 under the 1940 Act. This involves valuing an instrument
at its cost initially and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. This method may result in
periods during which value, as determined by amortized cost, is higher or lower
than the price one of these Funds would receive if it sold the instrument. The
value of securities in these Funds can be expected to vary inversely with
changes in prevailing interest rates.

Pursuant to Rule 2a-7, the Money Funds will maintain a dollar-weighted
average maturity appropriate for each Fund's objective of maintaining a stable
net asset value per Share, provided that no Money Fund will purchase any
security with a remaining maturity of more than 397 days (thirteen months)
(securities subject to repurchase agreements may bear longer maturities) nor
maintain a dollar-weighted average maturity which exceeds 90 days. The Board of
Trustees has also undertaken to establish procedures reasonably designed, taking
into account current market conditions and the investment objective of each of
these Funds, to stabilize the net asset value per Share of each Money Fund for
purposes of sales and redemptions at $1.00. These procedures include review by
the Trustees, at such intervals as they deem appropriate, to determine the
extent, if any, to which the net asset value per Share of each Fund calculated
by using available market quotations deviates from $1.00 per Share. In the
event such deviation exceeds one-half of one percent, Rule 2a-7 requires that
the Board of Trustees promptly consider what action, if any, should be
initiated. If the Trustees believe that the extent of any deviation from a
Money

<PAGE>

Fund's $1.00 amortized cost price per Share may result in material dilution or
other unfair results to new or existing investors, they will take such steps as
they consider appropriate to eliminate or reduce, to the extent reasonably
practicable, any such dilution or unfair results. These steps may include
selling portfolio instruments prior to maturity, shortening the dollar weighted
average maturity, withholding or reducing dividends, reducing the number of a
Money Fund's outstanding Shares without monetary consideration, or utilizing a
net asset value per Share determined by using available market quotations.

Valuation of the Other Funds
- ----------------------------

Portfolio securities, the principal market for which is a securities
exchange, will be valued at the closing sales price on that exchange on the day
of computation, or, if there have been no sales during such day, at the latest
bid quotation. Portfolio securities, the principal market for which is not a
securities exchange, will be valued at their latest bid quotation in such
principal market. Foreign securities are valued based on quotations from the
primary market in which they are traded and are translated from the local
currency into U.S. dollars using current exchange rates. If no such bid price
is available, then securities will be valued in good faith at their respective
fair market values using methods determined by or under the supervision of the
Board of Trustees. Portfolio securities with a remaining maturity of 60 days or
less will be valued either at amortized cost or original cost plus accrued
interest, which approximates current value.

All other assets and securities, including securities for which market
quotations are not readily available, will be valued at their fair market value
as determined in good faith under the general supervision of the Board of
Trustees.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Each of the classes of Shares of the Funds is sold on a continuous basis by
the Distributor, and the Distributor has agreed to use appropriate efforts to
solicit all purchase orders. In addition to purchasing Shares directly from the
Distributor, Shares may be purchased through a broker-dealer who has established
a dealer agreement with the Distributor and certain other industry professionals
(collectively, "Entities") acting on behalf of customers for investment of funds
that are held by in a fiduciary, agency, custodial or similar capacity. Shares
of a Fund also may be purchased by other Funds of the Trust or by other
investment portfolios established by the Trust.

As stated in the relevant Prospectuses, the public offering price of Class
A Shares of the Money Funds is their net asset value per Share, which they will
seek to maintain at $1.00. The public offering price of Class A Shares of each
of the other Funds is their net asset value per Share next computed after the
sale plus a sales charge which varies based upon the quantity purchased. The
public offering price of such Class A Shares of the Trust is calculated by
dividing net asset value by the difference (expressed as a decimal) between 100%
and the sales charge percentage of offering price applicable to the purchase.
The offering price is rounded to two

<PAGE>

decimal places each time a computation is made. The sales charge scale set
forth in a Fund's Prospectus applies to purchases of Class A Shares of such a
Fund by an investor.

The public offering price of Class C Shares of each Parent, Equity and
Income Fund is their net asset value per Share, although Class C Shares redeemed
within one year of their purchase may be subject to a contingent deferred sales
charge of 1.00%. Purchasers of Class C Shares will have more of their initial
purchase price invested. Any positive investment return on this additional
invested amount would partially or wholly offset the expected higher annual
expenses borne by Class C Shares. Because the Trust's future returns cannot be
predicted, there can be no assurance that this will be the case. Investors in
Class C Shares would, however, own Shares that are subject to higher annual
expenses and, for Shares owned for less than one year, such Shares would be
subject to a contingent deferred sales charge of 1.00% upon redemption.

The public offering price of Class Q Shares of each Money Fund is their net
asset value per Share, which each Money Fund seeks to maintain at $1.00.

Class Y Shares may also be purchased through procedures established by the
Distributor in connection with the requirements of qualified accounts maintained
by or on behalf of certain persons ("Customers") by United States National Bank
of Oregon ("U.S. Bank"), one of its affiliates, or other financial institutions.
With respect to Class Y Shares so sold, it is the responsibility of the holder
of record to transmit purchase or redemption orders to the Distributor and to
deliver funds for the purchase thereof on a timely basis. Beneficial ownership
of such Class Y Shares of the Funds will be recorded and reflected in the
account statements provided to Customers. U.S. Bank or its affiliates may
exercise voting authority for those Class Y Shares for which it has been granted
authority by the Customer. Confirmation of purchases and redemptions of Class Y
Shares of the Funds by U.S. Bank or its affiliates on behalf of a Customer may
be obtained from U.S. Bank or the affiliate.

Depending upon the terms of a particular Customer account, Customers may be
charged account fees for services provided in connection with investment in a
Fund. Customers are urged to request information concerning these services and
charges.

Matters Affecting Redemption
- ----------------------------

The Trust may suspend the right of redemption or postpone the date of
payment for Shares during any period when (a) trading on the NYSE is restricted
by applicable rules and regulations of the Securities and Exchange Commission,
(b) the NYSE is closed for other than customary weekend and holiday closings,
(c) the Securities and Exchange Commission has by order permitted such
suspension, or (d) an emergency exists as a result of which (i) disposal by the
Trust of securities owned by it is not reasonably practical or (ii) it is not
reasonably practical for the Trust to determine the fair market value of its net
assets.

<PAGE>

The Money Funds may redeem Shares involuntarily if redemption appears
appropriate in light of the Trust's responsibilities under the 1940 Act. See
"NET ASSET VALUE - Valuation of the Money Funds" in this SAI.

MANAGEMENT OF THE TRUST

Trustees and Officers
- ---------------------

Overall responsibility for management of the Trust rests with its Trustees,
who are elected by the Shareholders of the Trust. The Trustees elect the
officers of the Trust to supervise actively its day-to-day operations. George
R. Landreth, Stephen G. Mintos, Mark A. Dillon, J. David Huber, Mary Anne
Houlahan, Walter B. Grimm, Irimga McKay, Gregory T. Maddox and Robert L. Tuch
are the officers of the Trust. Mr. Landreth also serves as Trustee.

The names of the Trustees, their addresses and principal occupations during
the past five years are set forth below:

Principal Occupation
Name and Address During Past 5 Years
---------------- -------------------

George R. Landreth* Director of Client Services;
3435 Stelzer Road BISYS Fund Services (12/92-
Columbus, OH 43219-3035 present); Vice President, PNC
Age: 53 Financial (7/91-12/92); Senior
Vice President, The Central
Trust Company (10/84-7/91).

David F. Jones Principal, The Harvey-Jones
P.O. Box 23969 Company (real estate
Federal Way, WA 98023 management)(7/93-present);
Age: 55 Chief Executive Officer,
Pacific Nuclear Systems, Inc.
(nuclear engineering)(5/83-
9/92).

Raymond H. Lung* Retired (1/91-present).
16199 N.W. Canterwood Way
Portland, OR 97229
Age: 68

John W. Judy President, American
P. O. Box 4166 International Forest Products,
Portland, OR 97208 Inc. (7/89-present).
Age: 57

<PAGE>

David B. Frohnmayer President, University of
Johnson Hall Oregon (7/94-present); Dean,
University of Oregon University of Oregon Law
Eugene, OR 97403 Center (1/92-7/94); Attorney
Age: 55 General, State of Oregon
(1/81-12/91).

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

* Mr. Landreth and Mr. Lung are "interested persons" of the Trust as that
term is defined in the 1940 Act.

Remuneration of Trustees
- ------------------------

The Trust pays each Trustee an annual fee of $15,000, plus $1,000 for each
meeting of the Board of Trustees attended and reasonable out-of-pocket expenses.
For the fiscal year ended July 31, 1995, the Trust paid the following
compensation to all current Trustees of the Trust:

<TABLE><CAPTION>
Pension or Retirement Estimated Annual
Aggregate Benefits Accrued as Benefits Upon Total
Compensation Fund Expenses Retirement Compensation
------------ -------------------- ---------------- ------------
<S> <C> <C> <C> <C>
George R. Landreth $ 0 $ 0 $ 0 $ 0

David F. Jones $18,000 $ 0 $ 0 $18,000

John W. Judy $18,000 $ 0 $ 0 $18,000

Raymond H. Lung $18,000 $ 0 $ 0 $18,000

David B. Frohnmayer $14,250 $ 0 $ 0 $14,250
</TABLE>

The officers of the Trust, their addresses, and principal occupations
during the past five years are as follows:

<TABLE><CAPTION>
Position(s) Held Principal Occupation
Name and Address With the Trust During Past 5 Years
- ---------------- ---------------- --------------------
<S> <C> <C>
George R. Landreth President, Chief Director of Client Services,
3435 Stelzer Road Executive Officer, BISYS Fund Services
Columbus, OH 43219-3035 and Trustee (12/92-present); Vice
</TABLE>

<PAGE>

Position(s) Held Principal Occupation
Name and Address With the Trust During Past 5 Years
- ---------------- ---------------- --------------------

Age: 53 President, PNC Financial
(7/91-12/92); Senior Vice
President, The Central
Trust Co. (10/84-7/91).

Stephen G. Mintos Vice President Executive Vice President,
3435 Stelzer Road BISYS Fund Services
Columbus, OH 43219-3035 (1/87-present).
Age: 41

Mark A. Dillon Vice President Employee of BISYS Fund
3435 Stelzer Road Services (12/86-present).
Columbus, OH 43219-3035
Age: 33

J. David Huber Vice President Employee of BISYS Fund
3435 Stelzer Road Services (6/87-present).
Columbus, OH 43219-3035
Age: 49

Mary Anne Houlahan Vice President Senior Vice President and
515 South Figueroa Street Director of Distribution
Suite 335 Services, BISYS Fund
Los Angeles, CA 90071 Services (1/93-present);
Age: 41 Senior Vice President-
Marketing, Great Western
Investment Management
(6/85-12/92).

Walter B. Grimm Vice President Employee of BISYS Fund
3435 Stelzer Road Services (6/92-present);
Columbus, OH 43219-3035 President, Leigh
Age: 50 Investments (investment
firm) (7/87-6/92).

Irimga McKay Vice President First Vice President,
Columbia Square, Suite 500 BISYS Fund Services
1230 Columbia Street (11/88 to present).
San Diego, CA 92101
Age: 35

<PAGE>

Position(s) Held Principal Occupation
Name and Address With the Trust During Past 5 Years
- ---------------- ---------------- --------------------

Gregory T. Maddox Treasurer, Principal Employee of BISYS Fund
Columbia Squire, Suite 500 Financial and Account- Services (4/91-present).
1230 Columbia Street ing Officer, and Secretary
San Diego, CA 92101
Age: 27

Robert L. Tuch Assistant Secretary Employee of BISYS Fund
3435 Stelzer Road Services (6/91-present);
Columbus, OH 43219-3035 Vice President and
Age: 44 Associate General
Counsel, National
Securities and Research
Corp. (7/90-6/91).

The officers of the Trust receive no compensation directly from the Trust
for performing the duties of their offices. BISYS receives fees from the Trust
for acting as Administrator and for providing certain fund accounting services,
may retain all or a portion of any sales charge on the Shares and may receive
fees under the Distribution and Shareholder Service Plans described below.
BISYS Fund Services Ohio, Inc. receives fees from the Trust for acting as
transfer agent.

Investment Adviser
- ------------------

Subject to the general supervision of the Trust's Board of Trustees and in
accordance with the Funds' investment objectives, policies and restrictions,
investment advisory services are provided to the Funds by Qualivest Capital
Management, Inc., 111 S.W. Fifth Avenue, Portland, Oregon 97204, pursuant to an
Investment Advisory Agreement dated July 29, 1994 and supplemented effective May
1, 1995 and April 10, 1996.

Qualivest is a wholly owned subsidiary of U.S. Bank, which in turn is a
wholly owned subsidiary of U.S. Bancorp, a publicly held bank holding company.

John H. Coulter, a Short-Term Investments Manager at Qualivest, has primary
responsibility for management of the Money Market and U.S. Treasury Funds. Mr.
Coulter has twenty-nine years of investment management experience and has been
employed by Qualivest since 1965. He has received a Bachelor of Science degree
in Business Administration from Oregon State University.

Under the Investment Advisory Agreement, Qualivest has agreed to provide,
either directly or through one or more subadvisers, investment advisory services
for each of the Funds as described in their respective Prospectuses. For the
services provided and expenses assumed pursuant to the Investment Advisory
Agreement, each of the Funds

<PAGE>

pays Qualivest a fee, computed daily and paid monthly, at an annual rate as
disclosed in each Prospectus calculated as a percentage of the average daily net
assets of that Fund. Each Parent Fund, as a Shareholder in an Underlying Fund,
also indirectly bears its proportionate share of any investment advisory fees
paid by the Underlying Fund. For the fiscal period ended July 31, 1995, the
Equity, Income and Money Funds paid Qualivest the following in advisory
fees: Large Companies Value Fund - $185,314, Small Companies
Fund - $499,916, International Fund - $17,933, Optimized Fund - $104,513,
Intermediate Bond Fund - $244,351, Bond Fund - $72,657, U.S. Treasury
Fund - $0, Money Market Fund - $262,916 and Tax-Free Money Market Fund - $0.

Unless sooner terminated, the Investment Advisory Agreement continues in
effect as to a particular Fund until July 29, 1996, and thereafter for
successive one-year periods ending July 29 of each year if such continuance is
approved at least annually by the Board of Trustees or by vote of a majority of
the outstanding Shares of such Fund and a majority of the Trustees who are not
parties to the Investment Advisory Agreement or interested persons (as defined
in the 1940 Act) of any party to the Investment Advisory Agreement by votes cast
in person at a meeting called for such purpose. The Investment Advisory
Agreement is terminable as to a particular Fund at any time on 60 days' written
notice without penalty by the Trustees, by vote of a majority of the outstanding
Shares of that Fund, or by Qualivest. Such Agreement also terminates
automatically in the event of any assignment, as defined in the 1940 Act.

The Investment Advisory Agreement provides that Qualivest shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance of its duties, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of Qualivest or any sub-investment
advisers in the performance of their duties, or from reckless disregard of their
duties and obligations thereunder.

From time to time, advertisements, supplemental sales literature, and
information furnished to present or prospective Shareholders of the Funds may
include descriptions of Qualivest including, but not limited to, (i)
descriptions of Qualivest's operations; (ii) descriptions of certain personnel
and their functions; and (iii) statistics and rankings related to Qualivest's
operations.

Portfolio Transactions
- ----------------------

With respect to all Funds of the Trust, Qualivest determines, subject to
the general supervision of the Board of Trustees and in accordance with each
Fund's investment objective, policies and restrictions, which securities are to
be purchased and sold by a Fund, and which brokers are to be eligible to execute
an Equity, Income or Money Fund's portfolio transactions.

Purchases and sales of portfolio securities which are debt securities
usually are principal transactions in which portfolio securities are normally
purchased directly from the issuer or from

<PAGE>

an underwriter or market maker for the securities. Purchases from underwriters
of portfolio securities generally include a commission or concession paid by the
issuer to the underwriter, and purchases from dealers serving as market makers
may include the spread between the bid and asked price. Transactions on stock
exchanges involve the payment of negotiated brokerage commissions. Transactions
in the over-the-counter market are generally principal transactions with
dealers. With respect to the over-the-counter market, the Trust, where
possible, will deal directly with dealers who make a market in the securities
involved except in those circumstances where better price and execution are
available elsewhere.

Allocation of transactions, including their frequency, to various brokers
and dealers is determined by Qualivest in its best judgment and in a manner
deemed fair and reasonable to Shareholders. In selecting a broker, Qualivest
evaluates a wide range of criteria, including the broker's commission rate and
execution capability, the broker's positioning and distribution capabilities,
back office efficiency, ability to handle difficult trades, financial stability,
reputation, prior performance, sale of Fund Shares, and research. The primary
consideration is the broker's ability to provide prompt execution of orders in
an effective manner at the most favorable price for the security. Subject to
this consideration, brokers and dealers who provide supplemental investment
research to Qualivest may receive orders for transactions on behalf of the
Trust. Research may include brokers' analyses of specific securities,
performance and technical statistics, and information databases. It may also
include maintenance research, which is the information that keeps Qualivest
informed concerning overall economic, market, political and legal trends. Under
some circumstances, Qualivest's evaluation of research and other broker
selection criteria may result in one or a few brokers executing a substantial
percentage of an Equity, Income or Money Fund's trades. This might occur, for
example, where a broker can provide best execution at a cost that is reasonable
in relation to its services and the broker offers unique or superior research
facilities, special knowledge or expertise in a Fund's relevant markets, or
access to proprietary information about companies, like those included in the
EAFE Index, that are a majority of a Fund's investments.

Research information so received is in addition to and not in lieu of
services required to be performed by Qualivest and does not reduce the fees
payable to Qualivest by the Trust. Such information may be useful to Qualivest
in serving both the Trust and other clients and, conversely, supplemental
information obtained by the placement of business of other clients may be useful
in carrying out its obligations to the Trust. While Qualivest generally seeks
competitive commissions, the Trust may not necessarily pay the lowest commission
available on each brokerage transaction for reasons discussed above.

Some of Qualivest's other clients have investment objectives similar to
those of the Funds. Qualivest may recommend or purchase and sell the same
securities on behalf of both the Funds and its other clients. When a purchase
or sale of the same security is made at substantially the same time on behalf of
an Equity, Income or Money Fund and another Fund, portfolio, investment company
or account, the transaction will be averaged as to price and available
investments will be allocated as to amount in a manner which Qualivest believes
to be equitable to the Fund(s) and

<PAGE>

such other portfolio, investment company or account. In some instances, this
investment procedure may adversely affect the price paid or received by a Fund
or the size of the position obtained by a Fund. To the extent permitted by law,
Qualivest may aggregate the securities to be sold or purchased for an Equity,
Income or Money Fund with those to be sold or purchased for the other Funds or
for other portfolio, investment companies or accounts in order to obtain best
execution. As provided by the Investment Advisory Agreement, in making
investment recommendations for the Trust, Qualivest will not inquire or take
into consideration whether an issuer of securities proposed for purchase or sale
by the Trust is a customer of Qualivest, its parent or its subsidiaries or
affiliates and, in dealing with its customers, Qualivest, its parent,
subsidiaries, and affiliates will not inquire or take into consideration whether
securities of such customers are held by the Trust.

For the fiscal period ended July 31, 1995, the Equity Funds paid the
following in brokerage commissions: Large Companies Value Fund - $139,373,
Small Companies Fund - $251,933, International Fund - $182,317 and Optimized
Fund - $74,929. Of this amount, none was paid to any brokers that are
affiliated with the Trust. In addition, for the fiscal period ended July 31,
1995, the following Funds paid the indicated amounts to brokers from which
Qualivest received research services: Large Companies Value Fund - $43,422.72,
and Small Companies Fund - $122,469.00.

Glass-Steagall Act
- ------------------

In 1971, the United States Supreme Court held that the federal statute
commonly referred to as the "Glass-Steagall Act" prohibits a national bank from
operating a mutual fund for the collective investment of managing agency
accounts. Subsequently, the Board of Governors of the Federal Reserve System
(the "Board") issued a regulation and interpretation to the effect that the
Glass-Steagall Act and such decision: (a) forbid a bank holding company
registered under the Federal Bank Holding Company Act of 1956 (the "Holding
Company Act") or any non-bank affiliate thereof from sponsoring, organizing, or
controlling a registered, open-end investment company continuously engaged in
the issuance of its shares, but (b) do not prohibit such a holding company or
affiliate from acting as investment adviser, transfer agent, and custodian to
such an investment company. In 1981, the United States Supreme Court determined
that the Board did not exceed its authority under the Holding Company Act when
it adopted its regulation and interpretation authorizing bank holding companies
and their nonbank affiliates to act as investment advisers to registered
closed-end investment companies. The Supreme Court also stated that if a
national bank complied with the restrictions imposed by the Board in its
regulation and interpretation authorizing bank holding companies and their non--
bank affiliates to act as investment advisers to investment companies, a
national bank performing investment advisory services for an investment company
would not violate the Glass-Steagall Act.

Qualivest believes that it possesses the legal authority to perform the
services for the Funds contemplated by the Prospectuses, this SAI and the
Investment Advisory Agreement without violation of applicable statutes and
regulations. Counsel has pointed out, however, that there is

<PAGE>

presently no controlling authority regarding the performance of the combination
of investment advisory and shareholder servicing activities by national banks
and their subsidiaries. Moreover, such counsel has advised that changes in
federal banking laws and regulations related to the permissible activities of
national banks, subsidiaries of national banks, and national banks and their
subsidiaries that are affiliates of a bank holding company, as well as further
judicial or administrative decisions on interpretations of present and future
statutes and regulations, could prevent Qualivest from continuing to serve as
investment adviser to the Funds or could restrict the services which Qualivest
is permitted to perform for the Funds. In addition, such changes, decisions or
interpretations could prevent Qualivest's national bank affiliates from
performing shareholder servicing activities or from receiving compensation
therefor or could restrict the types of services such entities are permitted to
provide and the amount of compensation they are permitted to receive for such
services. Depending upon the nature of any changes in the services which could
be provided by Qualivest, the Board of Trustees would review the Trust's
relationship with Qualivest and consider taking all action necessary in the
circumstances.

Should future legislative, judicial, or administrative action prohibit or
restrict the proposed activities of Qualivest and/or U.S. Bank's affiliated
banks in connection with Customer purchases of Shares of the Trust, those banks
might be required to alter materially or discontinue the services offered by
them to Customers. It is not anticipated, however, that any change in the
Trust's method of operations would affect its daily net asset value per Share or
result in financial losses to any Customer.

Administrator
- -------------

BISYS serves as general manager and administrator to the Trust pursuant to
a Management and Administration Agreement dated July 29, 1994 and supplemented
effective May 1, 1995 and April 10, 1996 (the "Administration Agreement").
The Administrator assists in supervising all operations of each Fund (other than
those performed by Qualivest under the Investment Advisory Agreement, by U.S.
Bank and The Bank of New York under the Custody Agreements and by BISYS Fund
Services Ohio, Inc. under the Transfer Agency Agreement). The Administrator is
a broker-dealer registered with the Securities and Exchange Commission, and is a
member of the National Association of Securities Dealers, Inc. The
Administrator provides financial services to institutional clients.

Under the Administration Agreement, the Administrator has agreed to
maintain office facilities for the Trust; furnish statistical and research data,
clerical and certain bookkeeping services and stationery and office supplies;
prepare the periodic reports to the Securities and Exchange Commission on Form
N-SAR or any replacement forms therefor; compile data for, prepare for execution
by the Funds and file certain federal and state tax returns and required tax
filings; prepare compliance filings pursuant to state securities laws with the
advice of the Trust's counsel; keep and maintain the financial accounts and
records of the Funds, including calculation of daily expense accruals; in the
case of the Parent Funds, bear the costs of organizing these Funds and of
preparing and printing prospectuses and delivering prospectuses to current
Shareholders; in the case of the Money Funds, determine the actual variance
from $1.00 of a Money Fund's net asset value per Share; and generally assist
in all aspects of the

<PAGE>

Trust's operations other than those performed by Qualivest under the Investment
Advisory Agreement, by U.S. Bank and The Bank of New York under the Custody
Agreements and by BISYS Fund Services Ohio, Inc. under the Transfer Agency
Agreement. Under the Administration Agreement, the Administrator may delegate
all or any part of its responsibilities thereunder.

The Administrator receives a fee from each Fund for its services as
Administrator and expenses assumed pursuant to the Administration Agreement,
calculated daily and paid periodically. This fee is equal to 0.13% of each
Equity, Income and Money Fund's average daily net assets, and 0.07% of each
Parent Fund's average daily net assets, or such other fee as may from time to
time be agreed upon by the Trust and the Administrator. The Administrator may
voluntarily reduce all or a portion of its fee with respect to any Fund in order
to increase the net income of one or more of the Funds available for
distribution as dividends.

Unless sooner terminated as provided therein, the Administration Agreement
will continue in effect until July 29, 1996. The Administration Agreement
thereafter shall be renewed automatically for successive two-year terms, unless
written notice not to renew is given by the non-renewing party to the other
party at least 60 days prior to the expiration of the then-current term. The
Administration Agreement is terminable with respect to a particular Fund only
upon mutual agreement of the parties to the Administration Agreement and for
cause (as defined in the Administration Agreement) by the party alleging cause,
on no less than 60 days' written notice by the Board of Trustees or by the
Administrator.

The Administration Agreement provides that the Administrator shall not be
liable for any error of judgment or mistake of law or any loss suffered by the
Trust in connection with the matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith, or gross
negligence in the performance of its duties, or from the reckless disregard by
the Administrator of its obligations and duties thereunder.

Expenses
- --------

If total expenses borne by any of the Funds in any fiscal year exceed
expense limitations imposed by applicable state securities regulations,
Qualivest and the Administrator will reimburse that Fund by the amount of such
excess in proportion to their respective fees. As of the date of this SAI, the
most restrictive expense limitation applicable to the Funds limits each Fund's
aggregate annual expenses, including management and advisory fees but excluding
interest, taxes, brokerage commissions, and certain other expenses, to 2 1/2% of
the first $30 million of a Fund's average net assets, 2% of the next $70 million
of a Fund's average net assets, and 1 1/2% of a Fund's remaining average net
assets. Any expense reimbursements will be estimated daily and reconciled and
paid on a monthly basis. Fees imposed upon customer accounts by U.S. Bank or
its affiliated banks for cash management services are not included within Trust
expenses for purposes of any such expense limitation.

32
<PAGE>

Distributor
- -----------

BISYS serves as distributor to the Trust pursuant to a Distribution
Agreement dated July 29, 1995 (the "Distribution Agreement"). Unless otherwise
terminated, the Distribution Agreement will remain in effect until July 29,
1996, and thereafter continues for successive one-year periods ending July 29 of
each year if approved at least annually (i) by the Board of Trustees or by the
vote of a majority of the outstanding Shares of the Trust, and (ii) by the vote
of a majority of the Trustees who are not parties to the Distribution Agreement
or interested persons (as defined in the 1940 Act) of any party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement may be terminated in the
event of any assignment, as defined in the 1940 Act.

As described in the respective Funds' Prospectuses, the Trust has adopted
Distribution and Shareholder Service Plans with respect to Class A Shares of all
Funds (the "Class A Plans"), Distribution and Shareholder Service Plans with
respect to Class C Shares of the Parent Funds, the Equity Funds and the Income
Funds (the "Class C Plans") and Distribution and Shareholder Service Plans with
respect to Class Q Shares of the Money Funds (the "Class Q Plans") (the Class A
Plans, Class C Plans and Class Q Plans together are hereinafter referred to as
the "Plans") pursuant to Rule 12b-1 under the 1940 Act under which the Funds are
authorized to pay BISYS for payments it makes to banks, including U.S. Bank,
other institutions and broker-dealers, and for expenses BISYS and any of its
affiliates or subsidiaries incur (with all of the foregoing organizations being
referred to as "Participating Organizations") for providing administration,
distribution or shareholder service assistance. Payments to such Participating
Organizations may be made pursuant to agreements entered into with BISYS or with
the Trust. The Class A Plans authorize a Fund to make payments to BISYS in an
amount not in excess, on an annual basis, of 0.25% (0.40% for the Money Funds)
of the average daily net asset value of the Class A Shares of that Fund. As
required by Rule 12b-1, the Class A Plans were approved by the holders of the
Class A Shares and by the Board of Trustees, including a majority of the
Trustees who are not interested persons of the Funds and who have no direct or
indirect financial interest in the operation of those Plans (the "Independent
Trustees"). The Class C Plans authorize a Fund to make payments to BISYS in an
amount not in excess, on an annual basis, of 1.00% of the average daily net
asset value of the Class C Shares of that Fund. Over time, the expense of the
annual Rule 12b-1 fee on the Class C Shares may equal or exceed the initial
sales charge and annual Rule 12b-1 fee applicable to Class A Shares. For
example, if net asset value remains constant, the aggregate Rule 12b-1 fees with
respect to Class C Shares of the Parent Funds and the Equity Funds would equal
or exceed the initial sales charge and aggregate Rule 12b-1 fees of Class A
Shares approximately six years after purchase, and Rule 12b-1 fees with respect
to Class C Shares of the Income Funds would equal or exceed the initial sales
charge and aggregate Rule 12b-1 fees of Class A Shares approximately four and
two-third years after purchase. This example assumes that the initial purchase
of

<PAGE>

Class A Shares would be subject to the maximum initial sales charge. As
required by Rule 12b-1, the Class C Plans have been approved by the Board of
Trustees, including a majority of the Independent Trustees, and the Class C
Shareholders of each Fund. The Class Q Plans authorize a Money Fund to make
payments to BISYS in an amount not in excess, on an annual basis, of 0.25% of
the average daily net asset value of the Class Q Shares of each Money Fund. As
required by Rule 12b-1, the Class Q Plans have been approved by the Board of
Trustees, including a majority of the Independent Trustees, and the Class Q
Shareholders of each Money Fund.

The Shareholder and distribution services provided by Participating
Organizations may include promoting the purchase of Shares of a Fund by their
customers; processing purchase, exchange, and redemption requests from customers
and placing orders with the Distributor or the Transfer Agent; processing
dividend and distribution payments from a Fund on behalf of customers; providing
information periodically to customers, including information showing their
positions in Shares; providing sub-accounting with respect to Shares
beneficially owned by customers or the information necessary for sub-accounting;
responding to inquiries from customers concerning their investment in Shares;
arranging for bank wires; and providing other similar services as may be
reasonably requested. A portion of this distribution fee, up to 0.25% of the
average daily net assets of each class of Shares, may be paid to the Distributor
and Participating Organizations as a "service fee," as defined in the rules of
the National Association of Securities Dealers, Inc. for personal service and
maintenance of Shareholder accounts.

The Trust understands that Participating Organizations may charge fees to
their customers who are the owners of Class A Shares for additional services
provided in connection with their customer accounts. These fees would be in
addition to any amounts which may be received by a Participating Organization
under its Rule 12b-1 Agreement with BISYS. Customers of Participating
Organizations should read the Prospectus and SAI in light of the terms governing
their accounts with their Participating Organizations.

Conflict of interest restrictions may apply to the receipt by
Participating Organizations of compensation from the Trust in connection with
the investment of fiduciary assets in Shares. Institutions, including banks
regulated by the Comptroller of the Currency, the Federal Reserve Board, or the
Federal Deposit Insurance Corporation, and investment advisers and other money
managers subject to the jurisdiction of the Securities and Exchange Commission,
the Department of Labor, or state securities commissions, are urged to consult
their legal advisers before investing such assets in Shares of the Funds.

The Plans require the officers of the Trust to provide the Board of
Trustees at least quarterly with a written report of the amounts expended
pursuant to the Plans and the purposes for which such expenditures were made.
The Board reviews these reports in connection with its decisions with respect to
the Plans. The Plans continue in effect as long as such continuance is
specifically approved at least annually by the Trustees, including a majority of
the Independent Trustees.

<PAGE>

The Plans may be terminated as to a Fund by vote of a majority of the
Independent Trustees, or by vote of majority of the outstanding Shares of the
particular class of the Fund. Any change in a Plan that would materially
increase the distribution cost to the Fund requires Shareholder approval. The
Trustees review quarterly a written report of such costs and the purposes for
which such costs have been incurred. The Plan may be amended by vote of the
Trustees, including a majority of the Independent Trustees, cast in person at a
meeting called for that purpose. For so long as the Plans are in effect,
selection and nomination of those Trustees who are not interested persons of the
Trust shall be committed to the discretion of such Independent Trustees. All
agreements with any person relating to the implementation of a Plan may be
terminated at any time on 60 days' written notice without payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of the
majority of the outstanding Shares of the particular class of the Fund. The
Plans will continue in effect for successive one-year periods, provided that
each such continuance is specifically approved (i) by the vote of a majority of
the Independent Trustees, and (ii) by a vote of a majority of the entire Board
of Trustees cast in person at a meeting called for that purpose. The Board of
Trustees has a duty to request and evaluate such information as may be
reasonably necessary for them to make an informed determination of whether the
Plans should be implemented or continued. In addition the Trustees in approving
the Plans must determine that there is a reasonable likelihood that the Plans
will benefit the Funds and their Shareholders.

The Board of Trustees believes that the Plans are in the best interests of
the Funds since they encourage Fund growth. As the Funds grow in size, certain
expenses, and therefore total expenses per Share, may be reduced and overall
performance per Share may be improved.

As authorized by each Plan, BISYS has entered into agreements with U.S.
Bancorp Securities, Inc. ("USBS") pursuant to which USBS has agreed to provide
certain administrative and Shareholder support services in connection with
Shares purchased and held by USBS for the accounts of its customers and Shares
purchased and held by customers of USBS directly, including, but not limited to,
advertising and marketing the Shares, answering routine questions concerning the
Funds and distributing prospectuses to persons other than Shareholders of the
Funds, and providing such office space, equipment, telephone and personnel as is
necessary and appropriate to accomplish such matters. In consideration of such
services BISYS has agreed to pay USBS a monthly fee, computed at the annual rate
of up to 0.25% (up to 0.40% for the Money Funds) of the average aggregate net
asset value of Class A Shares, up to 0.75% of the average aggregate net asset
value of Class C Shares, and up to 0.25% of the average aggregate net asset
value of Class Q Shares held during the period in customer accounts for which
USBS has provided services under an agreement. In addition, BISYS has agreed to
pay USBS a monthly fee, computed at the annual rate of up to 0.25% of the
average aggregate net asset value of Class C Shares held during the period in
accounts for which USBS has arranged for the provision of Shareholder services.
BISYS will be compensated by each Fund in an amount equal to its payments to
USBS under each agreement with respect to the Shares of each class of that Fund.

35
<PAGE>

For the fiscal period ended July 31, 1995, the Funds paid BISYS the
following fees pursuant to the Class A Plan: Large Companies Value Fund - $877,
Small Companies Fund - $1,111, International Fund - $2, Optimized Fund - $8,
Intermediate Bond Fund - $426, Bond Fund - $0, U.S. Treasury Fund - $145,467,
Money Market Fund - $586,906 and Tax-Free Money Market Fund - $80,020. For the
fiscal period ended July 31, 1995, the Funds paid BISYS the following fees
pursuant to the Class C Plan: Large Companies Value Fund - $1,110, Small
Companies Fund - $1,120, International Fund - $0, Optimized Fund - $36,
Intermediate Bond Fund - $697 and Bond Fund - $0. For the fiscal period ended
July 31, 1995, the Funds paid BISYS the following fees pursuant to the Class Q
Plan: U.S. Treasury Fund - $5,559, Money Market Fund - $12,130 and Tax-Free
Money Market Fund - $1,240. All expenditures were for compensation of BISYS for
its expenses incurred and its services provided as underwriter of the Shares of
the Funds. In addition, for the fiscal period ended July 31, 1995, BISYS
received $73,923 in aggregate commissions from the sale of Class A Shares, of
which BISYS retained $7,841 after dealer reallowances.

Custodians, Transfer Agent and Fund Accounting Services
- -------------------------------------------------------

United States National Bank of Oregon, 321 S.W. 6th, Portland, Oregon
97204, serves as custodian to the Trust with respect to all Funds other than the
International Fund pursuant to a Custody Agreement dated as of July 29, 1994 and
supplemented effective May 1, 1995 and April 10, 1996. The Bank of New York,
One Wall Street, New York, New York 10286 serves as custodian to the Trust with
respect to the International Fund pursuant to a Custody Agreement dated as of
October 12, 1995. U.S. Bank and The Bank of New York perform custodial services
including safeguarding and controlling the Funds' cash and securities, handling
the receipt and delivery of securities, and collecting interest and dividends on
such Funds' investments.

BISYS Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219-
3035, serves as transfer agent and dividend disbursing agent (the "Transfer
Agent") for all Funds of the Trust pursuant to a Transfer Agency Agreement dated
as of July 29, 1994 and supplemented effective May 1, 1995 and April 10, 1996.
Pursuant to such Transfer Agency Agreement, the Transfer Agent, among other
things, performs the following services: maintenance of Shareholder records for
each of the Trust's Shareholders of record; processing Shareholder purchase and
redemption orders; processing transfers and exchanges of Shares of the Trust on
the Shareholder files and records; processing dividend payments and
reinvestments; and assistance in the mailing of Shareholder reports and proxy
solicitation materials. For such services, the Transfer Agent receives a fee
equal to the lesser of 0.02% of each Fund's average daily net assets or a fee
based on the number of Shareholders of record.

In addition, BISYS Fund Services Ohio, Inc. provides certain fund
accounting services to the Trust pursuant to a Fund Accounting Agreement dated
July 29, 1994 and supplemented effective May 1, 1995 and April 10, 1996. BISYS
Fund Services Ohio, Inc. receives a fee for such services, computed daily and
paid periodically at an annual rate of 0.04% of the average daily net assets of
each Exempt Fund, 0.03% of the average daily net assets of each Equity Fund and
each of the other Income and Money Funds, and 0.01% of the average daily net
assets of each of the Parent Funds. Under such Agreement, BISYS Fund Services
Ohio, Inc. maintains the accounting

<PAGE>

books and records for the Funds, including journals containing an itemized daily
record of all purchases and sales of portfolio securities, all receipts and
disbursements of cash and all other debits and credits, general and auxiliary
ledgers reflecting all asset, liability, reserve, capital, income and expense
accounts, including interest accrued and interest received, and other required
separate ledger accounts; maintains a monthly trial balance of all ledger
accounts; performs certain accounting services for the Funds, including
calculation of the daily net asset value per Share, calculation of the dividend
and capital gain distributions, if any, and of yield, reconciliation of cash
movements with U.S. Bank and The Bank of New York, affirmation to U.S. Bank and
The Bank of New York of portfolio trades and cash settlements, verification and
reconciliation with U.S. Bank and The Bank of New York of daily trade activity;
provides certain reports; obtains dealer quotations, prices from a pricing
service or matrix prices on all portfolio securities in order to mark the
portfolio to the market; and prepares an interim balance sheet, statement of
income and expense, and statement of changes in net assets for the Funds.

Auditors
- --------

The firm of Deloitte & Touche LLP, 1700 Courthouse Plaza N.E., Dayton, Ohio
45402, serves as independent auditors for the Trust. Its services comprise
auditing the Trust's financial statements and advising the Trust as to certain
accounting and tax matters.

Legal Counsel
- -------------

Dechert Price & Rhoads, 1500 K Street, N.W., Washington, D.C. 20005 is
counsel to the Trust and has passed upon the legality of the Shares offered
hereby.

ADDITIONAL INFORMATION

Description of Shares
- ---------------------

The Trust is a Massachusetts business trust. The Trust was organized on
May 19, 1994, and the Trust's Declaration of Trust was filed with the Secretary
of State of the Commonwealth of Massachusetts on May 19, 1994 and amended
effective May 1, 1995 and April 10, 1996. The Declaration of Trust authorizes
the Board of Trustees to issue an unlimited number of Shares, which are units of
beneficial interest, without par value. The Trust currently has seventeen
series of Shares which represent interests in each series of the Trust. The
Shares of each of the Funds of the Trust, other than the Money Funds, are
offered in three separate classes: Class A Shares, Class C Shares and Class Y
Shares. Shares of the Money Funds are also offered in three separate classes:
Class A Shares, Class Q Shares and Class Y Shares. The Trust's Declaration of
Trust authorizes the Board of Trustees to divide or redivide any unissued Shares
of the Trust into one or more additional series by setting or changing in any
one or more respects their respective preferences, conversion or other rights,
voting power, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption.

<PAGE>

The amount of dividends payable with respect to Class Q and Class Y Shares
will exceed dividends on Class A and Class C Shares as a result of the Plan fees
applicable to Class A and Class C Shares and because Class A and Class C Shares
may bear additional retail transfer agency expenses. The amount of dividends
payable with respect to Class Y Shares will also exceed dividends on Class Q
Shares as a result of the Plan fees applicable to Class Q Shares.

Each Fund intends to seek a ruling from the Internal Revenue Service
("IRS") to the effect that differing distributions among the classes of its
Shares will not result in the Fund's dividends and other distributions being
regarded as "preferential dividends" under the Internal Revenue Code of 1986, as
amended (the "Code"). Generally, a preferential dividend is a dividend which a
Fund cannot treat as having been distributed for purposes of determining (i)
whether the Fund qualifies as a regulated investment company ("RIC") for federal
tax purposes and (ii) the Fund's tax calculations. In order to qualify as a
RIC, each Fund must satisfy certain requirements, including an income
distribution requirement. If a Fund so qualifies, it generally will not be
subject to federal tax on income timely distributed to Shareholders, and
distributions from the Fund may qualify as capital gain dividends or exempt-
interest dividends, generally depending on the type of income generated by the
Fund. While similar rulings have been issued previously by the IRS, complete
assurance cannot, of course, be given that the Funds will actually receive such
rulings. Although an adverse determination by the IRS is not currently
expected, the Funds may be required to reassess their multiple class share
structure (and reserve the right to do so) were the IRS not to rule favorably
since that could impact on the Funds' ability to qualify as RICs. In addition,
were the IRS not to rule favorably, each Fund might make additional
distributions (which could carry interest and interest-related charges to the
Fund) if doing so would assist the Funds in complying with their general
practice of distributing sufficient income to reduce or eliminate U.S. federal
taxes.

Shares have no subscription or preemptive rights and only such conversion
or exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectuses and this SAI, the Trust's
Shares will be fully paid and non-assessable. In the event of a liquidation or
dissolution of the Trust, Shareholders of a Fund are entitled to receive the
assets available for distribution belonging to that Fund, and a proportionate
distribution, based upon the relative asset values of the respective series, of
any general assets not belonging to any particular series which are available
for distribution.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Trust shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding Shares of
each Fund affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding Shares of a Fund will be required in
connection with a matter, a Fund will be deemed to be affected by a matter
unless it is clear that the interests of each Fund in the matter are identical,
or that the matter does not affect any interest of the Fund. Under Rule 18f-2,
the approval of an investment advisory agreement or any change in investment
policy submitted to Shareholders would be effectively acted upon with respect to
a Fund only if approved

<PAGE>

by a majority of the outstanding Shares of such Fund. However, Rule 18f-2 also
provides that the ratification of independent public accountants, the approval
of principal underwriting contracts, and the election of Trustees may be
effectively acted upon by Shareholders of the Trust voting without regard to
Fund.

Vote of a Majority of the Outstanding Shares
- --------------------------------------------

As used in the Funds' Prospectuses and the SAI, "vote of a majority of the
outstanding Shares of the Trust or the Fund" means the affirmative vote, at an
annual or special meeting of Shareholders duly called, of the lesser of (a) 67%
or more of the votes of Shareholders of the Trust or the Fund present at such
meeting at which the holders of more than 50% of the votes attributable to the
Shareholders of record of the Trust or the Fund are represented in person or by
proxy, or (b) the holders of more than 50% of the outstanding votes of
Shareholders of the Trust or the Fund.

Principal Shareholders
- ----------------------

As of April 5, 1996, the Trustees and officers of the Trust as a group
owned beneficially, directly or indirectly, less than one percent of the
outstanding Shares of the Trust and each of its Funds.

The following tables indicate each additional person known by the Funds to
own beneficially 5% or more of the Shares of the Funds as of April 5, 1996:

LARGE COMPANIES FUND
--------------------

CLASS C
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- ------------------ ---------

Peggy and Henry Baker 3,545.92 7.86%
P.O. Box 809
Mulino, OR 97042

Edward Kane 2,805.94 6.22%
65 Park Meadow LP N.E.
Keizer, OR 97303

IRA of Doris Miles 3,066.56 6.80%
151 North Bonair Road
Zillah, WA 98953

Trust Metallurgical 17,999.46 39.92%
Corp. ESOP
c/o Key Trust Company
P.O. Box 94871
Cleveland, OH 44101

Sam Volpentest Living 5,075.73 11.26%
Trust
365 Quailwood Place
Richland, WA 99352

Peggy's Classic Cars 3,545.92 7.86%
3905 S.E. 82nd Ave.
Portland, OR 97266

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- ------------------ ---------

Sandwell, Inc. Retirement 551,741.55 6.32%
Equity
Address Not Released

Forest City Trading 574,150.44 6.58%
Group/Equity
Address Not Released

Miller Nash Equity Fund 440,837.92 5.05%
Address Not Released

<PAGE>

SMALL COMPANIES FUND
--------------------

CLASS A
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

McCall Companies 38,120.90 7.35%
Salaried Employees
Retirement Plan
808 S.W. 15th Avenue
Portland, OR 97205

American Industries, Inc. 36,363.64 7.01%
1750 N.W. Front Avenue
Suite 106
Portland, OR 97209

CLASS C
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

Gregory Affiliates 3,877.57 5.17%
21975 S.W. Hillsboro Hwy.
Newberg, OH 97132

Peters Office Supply Co. 7,518.80 10.02%
Profit Sharing Plan
338 N.W. 9th
Portland, OR 97209

Richard and Peggie Foy 4,009.01 5.34%
4018 Dry Creek Road
Medford, OR 97504

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

Aggressive Equity Portfolio 1,578,629.88 7.78%
Blended 1
P.O. Box 2758
Portland, OR 97208

Moderate Balanced Portfolio 1,269,736.43 6.26%
Blended 4
P.O. Box 2758
Portland, OR 97208

USBC EIP Aggr. Equity 2,924,585.55 14.42%
Fund E
P.O. Box 2758
Portland, OR 97208

USBC Retirement Equity 4,347,653.75 21.44%
Fund
P.O. Box 2758
Portland, OR 97208

OPTIMIZED FUND
--------------

CLASS A
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

IRA of Pamela Kay Crary 3,147.01 7.37%
1060 Humorist Road
Pasco, WA 99301

<PAGE>

CLASS C
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

Elmer and Norma Benson 547.49 8.68%
3641 Dayton Road
Pasco, WA 99301

Lois Davidson 444.62 7.05%
213 Park Avenue
Yakima, WA 98902

Niki Albright 558.48 8.86%
5521 32nd Avenue, N.W.
Seattle, WA 98107

IRA of Anne Bobinac 1,028.31 16.31%
1411 E. Channel View Lane
Freeland, WA 98249

IRA of Robert Bacon, Jr. 453.69 7.19%
1725 West Henry
Pasco, WA 99301

Jacquelyn and John Henderson 415.63 6.59%
P.O. Box 72
Greenbank, WA 98258

Dario C. Padilla 455.30 7.22%
420 East 3rd
Kennewick, WA 99386

SAR SEP IRA of 557.43 8.84%
Richard Sturtevant
2431 Birch Road
Pasco, WA 99301

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

USBC Retirement Equity 13,235,540.52 76.08%
Fund
P.O. Box 2758

<PAGE>

Portland, OR 97208

Westone Bancorp Ret. Equity 2,665,472.95 15.32%
c/o U.S. Bank of Oregon
111 S.W. Fifth Avenue
Portland, OR 97208

INTERNATIONAL FUND
------------------

CLASS A
- -------
AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

David and Ruth Cohn 9,675.23 5.03%
P.O. Box 380
Mercer Island, WA 98204

Hall Family Living Trust 9,675.23 5.03%
6451 N.W. Windermer
Seattle, WA 98105

Dahlgren Logging, Inc. 9,675.23 5.03%
1666 Bogahiel Way
Forks, WA 98331

CLASS C
- -------
AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

David and Julie Hathaway 561.80 52.17%
540 N. Newport
Mesa, WA 99340

Richard and Arlene Morgan 287.08 26.66%
Rt. 2, Box 103
Rosalia, WA 99170

Amrit Rupaal 193.27 17.95%
2918 Sylvan #107
Bellingham, WA 98226

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

TELCO 1,326,089.91 11.32%
c/o U.S. Bank of Oregon
555 S.W. Oak
Portland, OR 97204

Unit & Co. 10,161,564.55 86.75%
c/o U.S. Bank of Oregon
555 S.W. Oak
Portland, OR 97204

INTERMEDIATE BOND FUND
----------------------

CLASS A
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

IRA of Robert Shugert 4,395.18 6.74%
1706 W. Fairview Drive
Spokane, WA 99218

IRA of Michael Schmidt 3,877.74 5.95%
16824 S.W. Inverurie Rd.
Lake Oswego, OR 97035

IRA of Augusta Shipsey 6,701.26 10.28%
8472 Chippewa Court
West Linn, OR 97068

Criteser Family Rev. 9,056.45 13.90%
Living Trust
101 McCarver
Oregon City, OR 97405

IRA of Pamela Kay Crary 4,076.84 6.26%
1080 Humorist Road
Pasco, WA 99801

CLASS C
- -------

<PAGE>

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

Pacific Interstate Const., Inc. 560.38 5.22%
P.O. Box 67
Hillsboro, OR 97123

Allan Goforth 840.93 7.83%
P.O. Box 125
Williams, CA 95987

IRA of Stephen Springer 1,763.25 16.41%
10265 Gould Avenue
Tillamook, OR 97141

IRA of James Fjelland 1,453.11 13.53%
2579 Pinehurst Drive
McMinville, OR 97128

IRA of Donald Small 4,193.15 39.03%
565 S. Frisco Drive
Elko, NV 89801

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

USBC EIP Fixed Income 1,269,736.43 8.33%
Fund A
P.O. Box 2758
Portland, OR 97208

Conservative Balanced 1,935,645.73 12.71%
Blended 3
P.O. Box 2758
Portland, OR 97208

Moderate Balanced Portfolio 3,453,692.20 22.68%
Blended 4
P.O. Box 2758
Portland, OR 97208

BOND FUND
---------

CLASS A
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)

<PAGE>

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

Harry Yager 4,639.81 28.03%
802 South Liberty
Burns, OR 97720

IRA of Robert Shugert 4,395.66 26.56%
1706 West Fairview Drive
Spokane, WA 99218

Burt McDowell 1,848.63 11.17%
Trust Emergicorp Ltd.
Defined Benefit Pension Plan
20560 S.W. Edy Road
Sherwood, OR 97140

Violet Phinney 1,168.04 7.06%
2518 West Grace
Spokane, WA 99205

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

USBC Retirement F.I. Fund 11,253,783.95 74.55%
P.O. Box 2758
Portland, OR 97208

MONEY MARKET FUND
-----------------

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

USBC EIP Money Market 24,484,323.00 28.92%
Fund D
P.O. Box 2758
Portland, OR 97208

<PAGE>

USBC EIP W/O Fund D Shadow 10,760,559.00 12.71%
P.O. Box 2758
Portland, OR 97208

TAX-FREE MONEY MARKET FUND
--------------------------

CLASS Q
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------
David and Shawn Taylor 168,283.83 5.61%
5801 Third Avenue South
Seattle, WA 98108

David Taylor, Jr. 830,432.80 27.67%
5801 Third Avenue South
Seattle, WA 98108

CLASS Y
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

Niles and Victoria Hanson 463,821.00 93.92%
c/o U.S. Bank of Oregon
111 S.W. Fifth Avenue
Portland, OR 97208

U.S. TREASURY FUND
------------------

CLASS Q
- -------

AMOUNT OF BENEFICIAL PERCENT OF
NAME AND ADDRESS OWNERSHIP (SHARES) CLASS (%)
- ---------------- -------------------- ----------

Rogue Valley Medical 5,483,325.97 18.38%
Center
2650 S. Siskiyou Blvd.
Suite 200
Medford, OR 97504

Providence Newberg 1,670,093.54 5.60%
Hospital
501 Villa Road
Newberg, OR 97132

<PAGE>

Oregon Life & Health 2,477,008.42 8.30%
Insurance Guaranty Association
P.O. Box 4520
Salem, OR 97302

Shareholder and Trustee Liability
- ---------------------------------

Under Massachusetts law, holders of units of interest in a business trust
may, under certain circumstances, be held personally liable as partners for the
obligations of the trust. However, the Trust's Declaration of Trust provides
that Shareholders shall not be subject to any personal liability for the
obligations of the Trust. The Declaration of Trust provides for indemnification
out of the Trust's property of any Shareholder held personally liable solely by
reason of his or her being or having been a Shareholder. The Declaration of
Trust also provides that the Trust shall, upon request, reimburse any
Shareholder for all legal and other expenses reasonably incurred in the defense
of any claim made against the Shareholder for any act or obligation of the
Trust, and shall satisfy any judgment thereon. Thus, the risk of a Shareholder
incurring financial loss on account of Shareholder liability is limited to
circumstances in which the Trust itself would be unable to meet its obligations.

The Declaration of Trust states further that no Trustee, officer, or agent
of the Trust shall be personally liable in connection with the administration or
preservation of the assets of the Trust or the conduct of the Trust's business;
nor shall any Trustee, officer, or agent be personally liable

46
<PAGE>

to any person for any action or failure to act except for his or her own bad
faith, willful misfeasance, gross negligence, or reckless disregard of his
duties. The Declaration of Trust also provides that all persons having any
claim against the Trustees or the Trust shall look solely to the assets of the
Trust for payment.

Additional Tax Information
- --------------------------

The following discussion sets forth additional information summarizing
certain U.S. federal tax considerations incident to an investment in a Fund.

Taxation of the Funds. Each Fund intends to qualify and elect to be
---------------------
treated as a RIC under Subchapter M of the Code. If so qualified, a Fund
generally will not be subject to federal income tax to the extent it distributes
its investment company taxable income (which includes interest on taxable
investments and the excess of net short-term capital gains over net long-term
capital losses) and net capital gains (the excess of net long-term capital gains
over net short-term capital losses) to Shareholders in a timely manner. To
qualify as a RIC, a Fund generally must, among other things, (a) derive in each
taxable year at least 90% of its gross income from dividends, interest, payments
with respect to certain securities loans, and gains from the sale or other
disposition of stock, securities or foreign currencies, or other income derived
with respect to its business of investing in such stock, securities or curren-
cies; (b) derive in each taxable year less than 30% of its gross income from the
sale or other disposition of certain assets held less than three months, namely:
(i) stock or securities; (ii) options, futures, or forward contracts (other than
those on foreign currencies); or (iii) foreign currencies (or options, futures,
or forward contracts on foreign currencies) that are not directly related to the
Fund's principal business of investing in stock or securities (or options and
futures with respect to stock or securities) (the "30% Limitation"); and (c)
diversify its holdings so that, at the end of each fiscal quarter, (i) at least
50% of the market value of the Fund's assets is represented by cash, U.S.
Government securities, the securities of other RICs and other securities, with
such other securities limited, in respect of any one issuer, to an amount not
greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S. Government securities and the securities of other RICs).
Additionally, a Fund must, for each taxable year, distribute to Shareholders at
least 90% of its investment company taxable income and at least 90% of its net
tax-exempt interest income.

The Treasury Department is authorized to issue regulations providing that
foreign currency gains that are not directly related to a Fund's principal
business of investing in stock or securities (or options and futures with
respect to stock or securities) will be excluded from the income which qualifies
for purposes of the 90% gross income requirement described above. To date,
however, no regulations have been issued.

Amounts, other than tax-exempt interest, not distributed by a Fund on a
timely basis in accordance with a calendar year distribution requirement are
subject to a nondeductible 4% excise

<PAGE>

tax at the Fund level. To avoid the tax, each Fund must distribute during each
calendar year an amount equal to the sum of: (1) at least 98% of its ordinary
income (not taking into account any capital gains or losses or tax-exempt
interest) for the calendar year; (2) at least 98% of its capital gains in excess
of its capital losses (adjusted for certain ordinary losses) for a one-year
period generally ending on October 31 of the calendar year; and (3) all taxable
ordinary income and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, each Fund intends to
make distributions in accordance with the calendar year distribution
requirements. A distribution will be treated as paid on December 31 of the
current calendar year if it is declared by a Fund in October, November or
December of the year with a record date in such a month and paid by the Fund
during January of the following year. Such distributions will be treated as
received by Shareholders in the calendar year the distributions are declared,
rather than the calendar year in which the distributions are actually received.

Options, Futures and Foreign Currency Forward Contracts. Some of the
-------------------------------------------------------
options, futures and foreign currency forward contracts in which a Fund may
invest may be "section 1256 contracts." Gains (or losses) on these contracts
generally are considered to be 60% long-term and 40% short-term capital gains or
losses; however, foreign currency gains or losses arising from certain section
1256 contracts are ordinary in character. Also, section 1256 contracts held by
a Fund at the end of each taxable year (and on certain other dates prescribed in
the Code) are "marked-to-market" with the result that unrealized gains or losses
are treated as though they were realized.

The transactions in options, futures and forward contracts undertaken by a
Fund may result in "straddles" for federal income tax purposes. The straddle
rules may affect the character of gains or losses realized by a Fund. In
addition, losses realized by a Fund on positions that are part of a straddle may
be deferred under the straddle rules, rather than being taken into account in
calculating the taxable income for the taxable year in which such losses are
realized. Because only a few regulations implementing the straddle rules have
been promulgated, the consequences of such transactions to a Fund are not
entirely clear. The straddle rules may increase the amount of short-term
capital gain realized by a Fund, which is taxed as ordinary income when
distributed to Shareholders.

The Funds may make one or more of the elections available under the Code
which are applicable to straddles. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections
may operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because application of the straddle rules may affect the character of gains
or losses, defer losses and/or accelerate the recognition of gains or losses
from the affected straddle positions, the amount which must be distributed to
Shareholders as ordinary income or long-term capital gain

<PAGE>

may be increased or decreased substantially as compared to a Fund that did not
engage in such transactions.

The 30% Limitation and the diversification requirements applicable to each
Fund's assets may limit the extent to which a Fund will be able to engage in
transactions in options, futures and forward contracts.

Currency Fluctuations -- "Section 988" Gains or Losses. Gains or losses
------------------------------------------------------
attributable to fluctuations in exchange rates which occur between the time a
Fund accrues income or other receivables or accrues expenses or other
liabilities denominated in a foreign currency and the time the Fund actually
collects such receivables or pays such liabilities generally are treated as
ordinary income or ordinary loss. Similarly, on disposition of some
investments, including debt securities denominated in a foreign currency and
certain forward contracts, gains or losses attributable to fluctuations in the
value of the foreign currency between the date of acquisition of the security
and the date of disposition also are treated as ordinary gain or loss. These
gains and losses, referred to under the Code as "section 988" gains or losses,
increase or decrease the amount of a Fund's investment company taxable income
available to be distributed to its Shareholders as ordinary income. If section
988 losses exceed other investment company taxable income during a taxable year,
a Fund would not be able to make any ordinary dividend distributions, or
distributions made before the losses were realized would be recharacterized as a
return of capital to Shareholders, rather than as an ordinary dividend, reducing
each Shareholder's basis in his or her Fund Shares.

Investments in Passive Foreign Investment Companies. A Fund may invest in
---------------------------------------------------
shares of foreign corporations which may be classified under the Code as passive
foreign investment companies ("PFICs"). In general, a foreign corporation is
classified as a PFIC if at least one-half of its assets constitute investment-
type assets, or 75% or more of its gross income is investment-type income. If a
Fund receives a so-called "excess distribution" with respect to PFIC stock, the
Fund itself may be subject to a tax on a portion of the excess distribution,
whether or not the corresponding income is distributed by the Fund to
Shareholders. In general, under the PFIC rules, an excess distribution is
treated as having been realized ratably over the period during which the Fund
held the PFIC shares. The Fund itself will be subject to tax on the portion, if
any, of an excess distribution that is so allocated to prior Fund taxable years
and an interest factor will be added to the tax, as if the tax had been payable
in such prior taxable years. Certain distributions from a PFIC, as well as gain
from the sale of PFIC shares, are treated as excess distributions. Excess
distributions are characterized as ordinary income even though, absent
application of the PFIC rules, certain excess distributions might have been
classified as capital gain.

A Fund may be eligible to elect alternative tax treatment with respect to
PFIC shares. Under an election that currently is available in some
circumstances, the Fund generally would be required to include in its gross
income its share of the earnings of a PFIC on a current basis, regardless of
whether distributions are received from the PFIC in a given year. If this
election were made, the special rules, discussed above, relating to the taxation
of excess distributions,

<PAGE>

would not apply. In addition, another election may be available that would
involve marking-to-market a Fund's PFIC shares at the end of each taxable year
(and on certain other dates prescribed in the Code), with the result that
unrealized gains are treated as though they were realized. If this election
were made, tax at the Fund level under the PFIC rules would generally be
eliminated, but the Fund could, in limited circumstances, incur nondeductible
interest charges. A Fund's intention to qualify annually as a RIC may limit its
elections with respect to PFIC shares.

Because the application of the PFIC rules may affect, among other things,
the character of gains, the amount of gain or loss and the timing of the
recognition of income with respect to PFIC shares, as well as subject the Fund
itself to tax on certain income from PFIC shares, the amount that must be
distributed to Shareholders, and which will be taxed to Shareholders as ordinary
income or long-term capital gain, may be increased or decreased substantially as
compared to a Fund that did not invest in PFIC shares.

Foreign Taxes. Income received by a Fund from sources within a foreign
-------------
country may be subject to withholding and other income or similar taxes imposed
by that country. If more than 50% of the value of a Fund's total assets at the
close of its taxable year consists of securities of foreign corporations, the
Fund will be eligible and may elect to "pass-through" to the Fund's Shareholders
the amount of foreign income and similar taxes paid by the Fund. Pursuant to
this election, a Shareholder will be required to include in gross income (in
addition to taxable dividends actually received) his pro rata share of the
--- ----
foreign income and similar taxes paid by a Fund, and will be entitled either to
claim a deduction (as an itemized deduction) for his pro rata share of such
--- ----
foreign taxes in computing his taxable income or to use it as a foreign tax
credit against his U.S. federal income taxes, subject to limitations. Foreign
taxes may not be deducted by a Shareholder that is an individual in computing
the alternative minimum tax. Each Shareholder will be notified within 60 days
after the close of a Fund's taxable year whether the foreign taxes paid by the
Fund will "pass-through" for that year and, if so, such notification will
designate (a) the Shareholder's portion of the foreign taxes paid to each such
country, and (b) the portion of the dividend which represents income derived
from sources within each such country.

Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the Shareholder's U.S. tax attributable to his total foreign
source taxable income. For this purpose, if a Fund makes the election described
in the preceding paragraph, the source of a Fund's income flows through to its
Shareholders. With respect to a Fund, gains from the sale of securities
generally will be treated as derived from U.S. sources and section 988 gains
generally will be treated as ordinary income derived from U.S. sources. The
limitation on the foreign tax credit is applied separately to foreign source
passive income (as defined for purposes of the foreign tax credit), including
foreign source passive income received from a Fund. In addition, the foreign
tax credit may offset only 90% of the alternative minimum tax imposed on
corporations and individuals. If a Fund is not eligible to make the election
described above, the foreign income and similar taxes it pays generally will
reduce investment company taxable income and distributions by a Fund will be
treated as United States source income.

<PAGE>

The foregoing is only a general description of the foreign tax credit under
current law. Because application of the credit depends on the particular
circumstances of each Shareholder, Shareholders are advised to consult their own
tax advisers.

Debt Securities Acquired at a Discount. Some of the debt securities (with
--------------------------------------
a fixed maturity date of more than one year from the date of issuance) that may
be acquired by a Fund may be treated as debt securities that are issued
originally at a discount. Generally, the amount of the original issue discount
("OID") is treated as interest income and is included in income over the term of
the debt security, even though payment of that amount is not received until a
later time, usually when the debt security matures. A portion of the OID
includable in income with respect to certain high-yield corporate debt
securities may be treated as a dividend for purposes of the corporate dividends-
received deduction. OID on an obligation, the interest from which is exempt
from federal income tax, is not taxable.

Some of the debt securities (with a fixed maturity date of more than one
year from the date of issuance) that may be acquired by a Fund in the secondary
market may be treated as having market discount. Generally, gain recognized on
the disposition of, and any partial payment of principal on, a debt security
having market discount is treated as ordinary income to the extent the gain, or
principal payment, does not exceed the "accrued market discount" on such debt
security. In addition, the deduction of any interest expenses attributable to
debt securities having market discount may be deferred. Market discount
generally accrues in equal daily installments. A Fund may make one or more of
the elections applicable to debt securities having market discount, which could
affect the character and timing of the recognition of income.

Some debt securities (with a fixed maturity date of one year or less from
the date of issuance), the interest from which is taxable, that may be acquired
by a Fund may be treated as having acquisition discount, or OID in the case of
certain types of debt securities. Generally, a Fund will be required to include
the acquisition discount, or OID, in income over the term of the debt security,
even though payment of that amount is not received until a later time, usually
when the debt security matures. A Fund may make one or more of the elections
applicable to debt securities having acquisition discount, or OID, which could
affect the character and timing of recognition of income.

Each Fund generally will be required to distribute dividends to
Shareholders representing discount on debt securities that is currently
includable in income, even though cash representing such income may not have
been received by the Fund. Cash to pay such dividends may be obtained from
sales proceeds of securities held by the Fund or by borrowing.

Disposition of Shares. Upon a redemption, sale or exchange of Shares of a
---------------------
Fund, a Shareholder will realize a taxable gain or loss depending upon the basis
of the Shares. However, dispositions of Shares of the Money Funds will not give
rise to a gain or loss if the relevant Fund maintains a net asset value per
Share of one dollar. A gain or loss will be treated as capital gain or loss if
the Shares are capital assets in the Shareholder's hands and generally will be
long-term

<PAGE>

or short-term, depending upon the Shareholder's holding period for the Shares.
Any loss realized on a redemption, sale or exchange will be disallowed to the
extent the Shares disposed of are replaced (including through reinvestment of
dividends) within a period of 61 days beginning 30 days before and ending 30
days after the Shares are disposed of. In such a case, the basis of the Shares
acquired will be adjusted to reflect the disallowed loss. Any loss realized by
a Shareholder on the sale of a Fund's Shares held by the Shareholder for six
months or less will be treated for tax purposes as a long-term capital loss to
the extent of any distributions of capital gain dividends received or treated as
having been received by the Shareholder with respect to such Shares.
Furthermore, a loss realized by a Shareholder of the Tax-Free Bond Fund on the
redemption, sale or exchange of Shares of the Fund with respect to which exempt-
interest dividends have been paid will, to the extent of such exempt-interest
dividends, be disallowed if such Shares have been held by the Shareholder for
six months or less at the time of their disposition.

In some cases, Shareholders will not be permitted to take sales charges
into account for purposes of determining the amount of gain or loss realized on
the disposition of their Shares. This prohibition generally applies where (1)
the shareholder incurs a sales charge in acquiring the stock of a RIC, (2) the
stock is disposed of before the 91st day after the date on which it was
acquired, and (3) the shareholder subsequently acquires shares of the same or
another RIC and the otherwise applicable sales charge is reduced or eliminated
under a "reinvestment right" received upon the initial purchase of shares of
stock. In that case, the gain or loss recognized will be determined by
excluding from the tax basis of the shares exchanged all or a portion of the
sales charge incurred in acquiring those shares. This exclusion applies to the
extent that the otherwise applicable sales charge with respect to the newly
acquired shares is reduced as a result of having incurred a sales charge
initially. Sales charges affected by this rule are treated as if they were
incurred with respect to the stock acquired under the reinvestment right. This
provision may be applied to successive acquisitions of stock.

Backup Withholding. The Funds will be required to report to the IRS all
------------------
distributions of investment company taxable income and net capital gains, and
the gross proceeds from the redemption of Shares, except in the case of certain
exempt Shareholders. All distributions of investment company taxable income and
net capital gains, and proceeds from the redemption of Fund Shares, will be
subject to withholding of federal income tax at the rate of 31% ("backup
withholding") in the case of nonexempt Shareholders if (1) the Shareholder fails
to furnish the Fund with and to certify the Shareholder's correct taxpayer
identification number or social security number, (2) the IRS notifies the
Shareholder or the Fund that the Shareholder has failed to report properly
certain interest and dividend income to the IRS and to respond to notices to
that effect, or (3) when required to do so, the Shareholder fails to certify
that he or she is not subject to backup withholding. It is not expected that
the gross proceeds from redemptions of Shares of the Money Funds will be
reportable to the IRS or subject to backup withholding if the Money Funds
maintain a net asset value per Share of one dollar.

The Exempt Funds. Each Exempt Fund intends to manage its portfolio so that
----------------
it will be eligible to pay "exempt-interest dividends" to Shareholders. A RIC
will so qualify if, at the close

<PAGE>

of each quarter of its taxable year, at least 50% of the value of its total
assets consists of state, municipal, and certain other securities, the interest
on which is exempt from the regular federal income tax. To the extent that
dividends distributed to Shareholders by an Exempt Fund are derived from such
interest income and are designated as "exempt-interest dividends" by the
distributing Fund, they will be excludable from a Shareholder's gross income for
regular federal income tax purposes. In computing the alternative minimum tax
liability of a corporation, the entire amount of exempt-interest dividends will
be part of an adjustment in computing alternative minimum taxable income and
will have to be taken into account for purposes of the environmental tax under
Code section 59A. Shareholders are required to report the receipt of tax-exempt
interest and exempt-interest dividends on their federal income tax returns. An
Exempt Fund would not be suitable investments for tax-exempt institutions and
may not be suitable for retirement plans qualified under the Code, including
individual retirement accounts, since such plans and accounts are generally tax-
exempt and, therefore, would not gain any additional benefit from receiving
exempt-interest dividends, and such dividends would be ultimately taxable to the
beneficiaries when distributed to them. An Exempt Fund will inform Shareholders
annually as to the portion of the distributions from the Fund which constitute
"exempt-interest dividends."

Other Taxation. Distributions and redemptions may also be subject to
--------------
additional state, local and foreign taxes depending on each Shareholder's parti-
cular situation. Non-U.S. Shareholders may be subject to U.S. tax rules that
differ significantly from those summarized herein. This discussion does not
purport to deal with all of the tax consequences applicable to the Funds or
Shareholders (for example, a Fund may be subject to state and local taxation).
Shareholders are advised to consult their own tax advisers with respect to the
particular tax consequences to them of an investment in a Fund.

Yields of the Money Funds
- -------------------------

Each of the standardized seven-day yields for each Money Fund is computed
by determining the net change, exclusive of capital changes, in the value of a
hypothetical pre-existing account in that Fund having a balance of one Share at
the beginning of the period, subtracting a hypothetical charge reflecting
deductions from Shareholder accounts, and dividing the difference by the value
of the account at the beginning of the base period to obtain the base period
return, and then multiplying the base period return by (365/base period). The
net change in the account value of each Money Fund includes the value of
additional Shares purchased with dividends from the original Share, dividends
declared on both the original Share and any such additional Shares, and all
fees, other than nonrecurring account or sales charges, that are charged to all
Shareholder accounts in proportion to the length of the base period and assuming
that Fund's average account size. The capital changes to be excluded from the
calculation of the net change in account value are net realized gains and losses
from the sale of securities and unrealized appreciation and depreciation. Yield
for the seven-day period ended July 31, 1995 for Class A Shares, Class Q Shares,
and Class Y Shares of the U.S. Treasury Fund was 5.00%, 5.20% and 5.41%,
respectively, the yield for that period for Class A Shares, Class Q Shares, and
Class Y Shares of the Money Fund was 5.01%, 5.41% and 5.41%, respectively, and
the yield for the

<PAGE>

same period for the Class A Shares, Class Q Shares, and Class Y Shares of the
Tax-Free Money Market Fund was 2.78%, 2.93% and 3.19%, respectively.

Each of the effective yields for the Money Funds is computed by compounding
the base period return, as calculated above by adding 1 to the base period
return, raising the sum to a power equal to 365 divided by base period and
subtracting 1 from the result. Effective yield for the seven-day period ended
July 31, 1995 for Class A Shares, Class Q Shares, and Class Y Shares of the U.S.
Treasury Fund was 5.13%, 5.34% and 5.56%, respectively, the effective yield for
that period for Class A Shares, Class Q Shares, and Class Y Shares of the Money
Fund was 5.14%, 5.56% and 5.56%, respectively, and the effective yield for the
same period for the Class A Shares, Class Q Shares, and Class Y Shares of the
Tax-Free Money Market Fund was 2.82%, 2.97% and 3.24%, respectively.

Each of the 30-day yields and effective yields are calculated as described
above except than the base period is 30 days rather than seven days. Yield for
the 30-day period ended July 31, 1995 for Class A Shares, Class Q Shares, and
Class Y Shares of the U.S. Treasury Fund was 5.02%, 5.22% and 5.43%,
respectively, the yield for that period for Class A Shares, Class Q Shares, and
Class Y Shares of the Money Fund was 5.03%, 5.43% and 5.43%, respectively, and
the yield for the same period for the Class A Shares, Class Q Shares, and Class
Y Shares of the Tax-Free Money Market Fund was 2.66%, 2.81% and 3.07%,
respectively. Effective yield for the 30-day period ended July 31, 1995 for
Class A Shares, Class Q Shares, and Class Y Shares of the U.S. Treasury Fund was
5.14%, 5.35% and 5.56%, respectively, the effective yield for that period for
Class A Shares, Class Q Shares, and Class Y Shares of the Money Fund was 5.14%,
5.56% and 5.43%, respectively, and the effective yield for the same period for
the Class A Shares, Class Q Shares, and Class Y Shares of the Tax-Free Money
Market Fund was 2.70%, 2.85% and 3.12%, respectively.

The Tax-Free Money Market Fund's tax-equivalent yields are computed by
dividing that portion of the Tax-Free Money Market Fund's yield which is tax-
exempt by one minus the stated income tax rate and adding the result to that
portion, if any, of the Tax-Free Money Market Fund's yield that is not tax-
exempt. The Tax-Free Money Market Fund's tax-equivalent effective yields are
computed by dividing that portion of the effective yield which is tax-exempt by
one minus the stated income tax rate and adding to that result the portion, if
any, of the Tax-Free Money Market Fund's effective yield that is not tax-exempt.

Yields of the Parent Funds, the Equity Funds and the Income Funds.
- -----------------------------------------------------------------

Yields of each of the Parent Funds, the Equity Funds and the Income Funds
are computed by analyzing net investment income per Share for a recent 30-day
period and dividing that amount by a Share's maximum offering price (reduced by
any undeclared earned income expected to be paid shortly as a dividend) on the
last trading day of that period. Net investment income will reflect
amortization of any market value premium or discount of fixed income securities
(except for obligations backed by mortgages or other assets) and may include
recognition of a pro rata

<PAGE>

portion of the stated dividend rate of dividend paying portfolio securities.
The yield of each of the Equity Funds and the Income Funds will vary from time
to time depending upon market conditions, the composition of a Fund's portfolio
and operating expenses of the Trust allocated to each Fund. These factors and
possible differences in the methods used in calculating yield should be
considered when comparing a Fund's yield to yields published for other
investment companies and other investment vehicles. Yield should also be
considered relative to changes in the value of a Fund's Shares and to the
relative risks associated with the investment objective and policies of each of
the Funds. Yield for the 30-day period ended July 31, 1995 for the Large
Companies Value Fund was 1.56% (1.63% without sales charge) for Class A Shares,
0.82% for Class C Shares and 1.78% for Class Y Shares. Yield for the 30-day
period ended July 31, 1995 for the Optimized Fund was 1.55% (1.63% without sales
charge) for Class A Shares, 0.90% for Class C Shares and 1.93% for Class Y
Shares. Yield for the 30-day period ended July 31, 1995 for the Small Companies
Fund was 0.15% (0.15% without sales charge) for Class A Shares, -0.56% for Class
C Shares and 0.36% for Class Y Shares. Yield for the 30-day period ended July
31, 1995 for the Intermediate Bond Fund was 4.96% (5.14% without sales charge)
for Class A Shares, 4.38% for the Class C Shares and 5.39% for the Class Y
Shares. Yield for the 30-day period ended July 31, 1995 for the Bond Fund was
1.13% (1.17% without sales charge) for Class A Shares, 2.34% for Class C Shares
and 5.68% for Class Y Shares.

In addition, for the Tax-Free Bond Fund, tax-equivalent yields are computed
by dividing that portion of the Fund's yield (as computed above) which is tax-
exempt by one minus a stated income tax rate and adding that result to that
portion, if any, of the yield of that Fund which is not tax exempt.

At any time in the future, yields may be higher or lower than past yields
and there can be no assurance that any historical results will continue.

Investors in the Parent Funds, the Equity Funds and the Income Funds are
specifically advised that Share prices, expressed as the net asset values per
Share, will vary just as yields will vary.

Calculation of Total Return
- ---------------------------

Average annual total return is a measure of the change in value of an
investment in a Fund over the period covered, which assumes any dividends or
capital gains distributions which are reinvested in the Fund immediately rather
than paid to the investor in cash. Average annual total return will be
calculated by: (1) adding to the total number of Shares purchased by a
hypothetical $1,000 investment in the Fund and (less the maximum sales charge,
if any) all additional Shares which would have been purchased if all dividends
and distributions paid or distributed during the period had been immediately
reinvested; (2) calculating the value of the hypothetical initial investment of
$1,000 as of the end of the period by multiplying the total number of Shares
owned at the end of the period by the net asset value per Share on the last
trading day of the period; (3) assuming redemption at the end of the period; and
(4) dividing this account value for the

<PAGE>

hypothetical investor by the initial $1,000 investment and analyzing the result
for periods of less than one year. Aggregate total return is calculated
similarly to average annual total return except that the return figure is
aggregated over the relevant period instead of annualized. Total return for the
period from August 1, 1994 (commencement of operations) through July 31, 1995
for the Large Companies Value Fund was 19.01% (24.61% without sales charge) for
Class A Shares, 21.78% (22.78% without contingent deferred sales charge) for
Class C Shares and 25.04% for Class Y Shares. Total return for the period from
May 2, 1995 (commencement of operations) through July 31, 1995 for the Optimized
Fund was 4.72% (9.64% without sales charge) for Class A Shares, 8.41% (9.41%
without contingent deferred sales charge) for Class C Shares and 9.74% for Class
Y Shares. Total return for the period from July 3, 1995 (commencement of
operations) through July 31, 1995 for the International Fund was -0.19% (4.50%
without sales charge) for Class A Shares, 3.60% (4.60% without contingent
deferred sales charge) for Class C Shares and 4.80% for Class Y Shares. Total
return for the period from August 1, 1994 (commencement of operations) through
July 31, 1995 for the Small Companies Fund was 28.26% (34.29% without sales
charge) for Class A Shares, 32.02% (33.02% without contingent deferred sales
charge) for Class C Shares and 34.76% for Class Y Shares. Total return for the
period from May 2, 1995 (commencement of operations) through July 31, 1995 for
the Bond Fund was -0.51% (3.07% without sales charge) for Class A Shares, 2.35%
(3.35% without contingent deferred sales charge) for Class C Shares and 4.58%
for Class Y Shares. Total return for the period from August 1, 1994
(commencement of operations) through July 31, 1995 for the Intermediate Bond
Fund was 2.96% (6.67% without sales charge) for Class A Shares, 4.42% (5.42%
without contingent deferred sales charge) for Class C Shares and 8.09% for Class
Y Shares. Total return for the period from August 1, 1994 (commencement of
operations) through July 31, 1995 for the Money Market Fund was 4.97% for Class
A Shares and 5.40% for Class Y Shares. Total return for the Class Q Shares of
the Money Market Fund for the period from January 10, 1995 (commencement of
operations) through July 31, 1995 was 3.13%. Total return for the period from
January 11, 1995 (commencement of operations) through July 31, 1995 for the U.S.
Treasury Fund was 2.79% for Class A Shares, 2.90% for Class Q Shares and 3.02%
for Class Y Shares. Total return for the period from January 9, 1995
(commencement of operations) through July 31, 1995 for the Tax-Free Money Market
Fund was 1.66% for Class A Shares, 1.73% for Class Q Shares and 1.88% for Class
Y Shares.

Each Fund may also present its average annual total return, aggregate total
return and yield, as the case may be, excluding the effect of a sales charge, if
any.

Distribution Rates
- ------------------

Each of the Parent Funds, the Equity Funds and the Income Funds may from
time to time advertise current distribution rates. Distribution rates are
computed by dividing the distribution per Share of a class made by a Fund over a
twelve-month period by the maximum offering price per Share of that class. The
calculation of income in the distribution rate includes both income and capital
gain dividends and does not reflect unrealized gains or losses, although a Fund
may also present a distribution rate excluding the effect of capital gains. The
distribution rate differs

<PAGE>

from the yield, because it includes capital items which are often non-recurring
in nature, whereas yield does not include such items. Distribution rates may
also be presented excluding the effect of a sales charge, if any.

Performance Comparisons
- -----------------------

Investors may judge the performance of the Funds by comparing their
performance to the performance of other mutual funds or mutual fund portfolios
directly or through various mutual fund or market indices such as the EAFE Index
and those prepared by Dow Jones & Co., Inc., Standard & Poor's Corporation,
Shearson Lehman Brothers, Inc. and The Russell 2000 Index, and to data prepared
by Lipper Analytical Services, Inc., a widely recognized independent service
which monitors the performance of mutual funds, Morningstar, Inc. and the
Consumer Price Index. Comparisons may also be made to indices or data published
in various general and financial press sources, including Donoghue's MONEY FUND
REPORT of Holliston, Massachusetts 01746, a nationally recognized money market
fund reporting service, Money Magazine, Forbes, Barron's, The Wall Street
Journal, The Bond Buyer's Weekly 20-Bond Index, The Bond Buyer's Index, The Bond
Buyer, The New York Times, Business Week, Pensions and Investments, and U.S.A.
Today. In addition to performance information, general information about these
Funds that appears in a publication such as those mentioned above may be
included in advertisements and in reports to Shareholders.

From time to time, the Funds may include the following types of information
in advertisements, supplemental sales literature and reports to Shareholders:
(1) discussions of general economic or financial principles (such as the effects
of compounding, the benefits of dollar-cost averaging, and asset allocations
appropriate for various financial goals); (2) discussions of general economic
trends; (3) presentations of statistical data to supplement such discussions;
(4) descriptions of past or anticipated portfolio holdings for one or more of
the Funds; (5) descriptions of investment strategies for one or more of the
Funds; (6) descriptions or comparisons of various savings and investment
products (including, but not limited to, insured bank products, annuities,
qualified retirement plans and individual stocks and bonds), which may or may
not include the Funds; (7) comparisons of investment products (including the
Funds) with relevant market or industry indices or other appropriate benchmarks;
(8) discussions of fund rankings or ratings by recognized rating organizations;
and (9) testimonials describing the experience of persons that have invested in
one or more of the Funds. The Funds may also include calculations, such as
hypothetical compounding examples, which describe hypothetical investment
results in such communications. Such performance examples will be based on an
express set of assumptions and are not indicative of the performance of any of
the Funds.

Current yields or performance will fluctuate from time to time and are not
necessarily representative of future results. Accordingly, a Fund's yield or
performance may not provide for comparison with bank deposits or other
investments that pay a fixed return for a stated period of time. Yield and
performance are functions of a Fund's quality, composition, and maturity, as

<PAGE>

well as expenses allocated to the Fund. Fees imposed upon customer accounts for
cash management services will reduce a Fund's effective yield to customers.

Miscellaneous
- -------------

Individual Trustees are elected by the Shareholders and, subject to removal
by the vote of two-thirds of the Board of Trustees, serve for a term lasting
until the next meeting of Shareholders at which Trustees are elected. Such
meetings are not required to be held at any specific intervals. Individual
Trustees may be removed by vote of the Shareholders voting not less than a
majority of the Shares then outstanding, cast in person or by proxy at any
meeting called for that purpose, or by a written declaration signed by
Shareholders voting not less than two-thirds of the Shares then outstanding.

The Trust is registered with the Securities and Exchange Commission as a
management investment company. Such registration does not involve supervision
by the Securities and Exchange Commission of the management or policies of the
Trust.

The Prospectuses and this SAI omit certain of the information contained in
the Registration Statement filed with the Securities and Exchange Commission.
Copies of such information may be obtained from the Securities and Exchange
Commission upon payment of the prescribed fee.

The Prospectuses and this SAI are not an offering of the securities herein
described in any state in which such offering may not lawfully be made. No
salesman, dealer, or other person is authorized to give any information or make
any representation other than those contained in the Prospectuses and this SAI.

Financial Statements
- --------------------

The Trust's audited financial statements for the Funds, including the
related notes thereto, dated as of July 31, 1995, and the Trust's unaudited
financial statements for the Funds, including the related notes thereto,
dated as of January 31, 1996, are incorporated by reference in the SAI from
the Annual Report of the Trust dated as of July 31, 1995 and the Semi-Annual
Report of the Trust dated as of January 31, 1996, respectively. A copy of the
Report(s) delivered with this SAI should be retained for future reference.

<PAGE>

APPENDIX
DESCRIPTION OF BOND RATINGS

Description of Moody's bond ratings:

Excerpts from Moody's description of its bond ratings are listed as
follows: Aaa -judged to be the best quality and they carry the smallest degree
of investment risk; Aa -judged to be of high quality by all standards - together
with the Aaa group, they comprise what are generally known as high grade bonds;
A - possess many favorable investment attributes and are to be considered as
"upper medium grade obligations"; Baa - considered to be medium grade
obligations, i.e., they are neither highly protected nor poorly secured -
----
interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time; Ba - judged to have speculative
elements, their future cannot be considered as well assured; B - generally lack
characteristics of the desirable investment; Caa - are of poor standing - such
issues may be in default or there may be present elements of danger with respect
to principal or interest; Ca - speculative in a high degree, often in default; C
- - lowest rated class of bonds, regarded as having extremely poor prospects.

Moody's also supplies numerical indicators 1, 2 and 3 to rating categories.
The modifier 1 indicates that the security is in the higher end of its rating
category; the modifier 2 indicates a mid-range ranking; and modifier 3 indicates
a ranking toward the lower end of the category.

Description of S&P's corporate and municipal bond ratings:

Excerpts from S&P's description of its bond ratings are listed as follows:
AAA - highest grade obligations, in which capacity to pay interest and repay
principal is extremely strong; AA - has a very strong capacity to pay interest
and repay principal, and differs from AAA issues only in a small degree; A - has
a strong capacity to pay interest and repay principal, although they are
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories; BBB - regarded as
having an adequate capacity to pay interest and repay principal; whereas it
normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories. This group is the lowest which qualifies for commercial bank
investment. BB, B, CCC, CC, C - predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with terms of the
obligations; BB indicates the highest grade and C the lowest within the
speculative rating categories. D - interest or principal payments are in
default.

S&P applies indicators "+," no character, and "-" to its rating categories.
The indicators show relative standing within the major rating categories.

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Description of Moody's ratings of short-term municipal obligations:

Moody's ratings for state and municipal short-term obligations will be
designated Moody's Investment Grade, or MIG. Such ratings recognize the
differences between short-term credit and long-term risk. Short-term ratings on
issues with demand features (variable rate demand obligations) are
differentiated by the use of the VMIG symbol to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates and payments
relying on external liquidity. Ratings categories for securities in these
groups are as follows: MIG 1/VMIG 1 - denotes best quality, there is present
strong protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing; MIG 2/VMIG 2 -
denotes high quality, margins of protection are ample although not as large as
in the preceding group; MIG 3/VMIG 3 -denotes high quality, all security
elements are accounted for but there is lacking the undeniable strength of the
preceding grades; MIG 4/VMIG 4 - denotes adequate quality, protection commonly
regarded as required of an investment security is present, but there is specific
risk; SQ - denotes speculative quality, instruments in this category lack
margins of protection.

Description of Moody's commercial paper ratings:

Excerpts from Moody's commercial paper ratings are listed as follows:
Prime - 1 -issuers (or supporting institutions) have a superior ability for
repayment of senior short-term promissory obligations; Prime - 2 - issuers (or
supporting institutions) have a strong ability for repayment of senior short-
term promissory obligations; Prime - 3 - issuers (or supporting institutions)
have an acceptable ability for repayment of senior short-term promissory
obligations; Not Prime - issuers do not fall within any of the Prime categories.

Description of S&P's rating for municipal notes and short-term municipal demand
obligations:

Rating categories are as follows: SP-1 - has a very strong or strong
capacity to pay principal and interest - those issues determined to possess
overwhelming safety characteristics will be given a plus (+) designation; SP-2 -
has a satisfactory capacity to pay principal and interest; SP-3 - issues
carrying this designation have a speculative capacity to pay principal and
interest.

Description of S&P's ratings for short-term corporate demand obligations and
commercial paper:

An S&P commercial paper rating is a current assessment of the likelihood of
timely repayment of debt having an original maturity of no more than 365 days.
Excerpts from S&P's description of its commercial paper ratings are listed as
follows: A-1 - the degree of safety regarding timely payment is strong - those
issues determined to possess extremely strong safety characteristics will be
denoted with a plus (+) designation; A-2 - capacity for timely payment is

<PAGE>

satisfactory - however, the relative degree of safety is not as high as for
issues designated "A-1"; A-3 - has adequate capacity for timely payment -
however, is more vulnerable to the adverse effects of changes in circumstances
than obligations carrying the higher designations; B - regarded as having only
speculative capacity for timely payment; C - a doubtful capacity for payment;
D - in payment default - the "D" rating category is used when interest payments
or principal payments are not made on the date due, even if the applicable grace
period has not expired, unless S&P believes that such payments will be made
during such grace period.

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