[CHARTER EQUITY FUND LOGO]

                              CHARTER EQUITY FUND













                                   PROSPECTUS
                                 JUNE 23, 1999

TABLE OF CONTENTS

An Overview of the Fund......................................................  2
Fees and Expenses............................................................  4
Investment Objective, Principal Investment Strategies and Related Risks......  5
Investment Advisor...........................................................  9
Shareholder Information...................................................... 11
Distributions and Taxes...................................................... 16

AN OVERVIEW OF THE FUND

CHARTER EQUITY FUND'S  INVESTMENT GOALS

The Fund seeks long-term growth of capital.

CHARTER EQUITY FUND'S PRINCIPAL INVESTMENT STRATEGIES

The Fund  will  primarily  invest in common  stocks of  companies  with a market
capitalization  in excess of $1  billion.  The Fund also will  invest in foreign
securities  traded  on a U.S.  exchange  and  in  American  Depositary  Receipts
("ADRs").  The Fund is  non-diversified.  This  means  that it may  make  larger
investments  in  individual  companies  than  a fund  that  is  diversified.  In
selecting investments, among other factors, the Advisor considers the following:

*    Whether the  industry  sector  within which the stock is found is likely to
     perform well given the outlook for the economy.
*    The relationship  between the 5-year historic  earnings growth rate and the
     price/earnings ratio.
*    The  relationship  between the expected future earnings growth rate and the
     price/earnings ratio.
*    The  attractiveness of a stock's valuation as measured against other stocks
     in the same business sector.

PRINCIPAL RISKS OF INVESTING IN THE CHARTER EQUITY FUND

There is the risk that you could lose money on your  investment in the Fund. For
example, the following risks could affect the value of your investment:

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*    The stock market goes down.
*    Interest rates go up which can result in a decline in the stock market.
*    Stocks in the Fund's  portfolio may not increase their earnings at the rate
     anticipated.
*    An individual stock or stocks may lose market value.
*    Adverse developments occur in foreign markets.  Foreign investments involve
     greater risk.
*    As a non-diversified fund, the share price of the Fund may be more volatile
     than the share price of a diversified fund.

WHO MAY WANT TO INVEST IN THE CHARTER EQUITY FUND

The Fund may be appropriate for investors who:

*    Are pursuing a long-term goal such as retirement.
*    Want to add an investment with growth potential.
*    Are  willing  to accept  higher  potential  for  short-term  volatility  in
     exchange for a higher  potential for long-term growth than an investment in
     cash or bonds.

WHO MAY NOT WANT TO INVEST IN THE CHARTER EQUITY FUND

If you are seeking income, other investment  strategies may be more appropriate.
The Fund's principal investment strategy causes the Fund to buy stocks for their
potential for appreciation.

Often that kind of stock pays little or no dividend. Accordingly, it is unlikely
that there will be substantial  dividend income  generated on your investment in
the Fund.

If you are likely to have to use your funds to meet your  short-term  needs,  an
investment in the Fund may not be appropriate.

                                       3                              PROSPECTUS

                                FEES AND EXPENSES

THIS TABLE  DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES OF THE FUND.

SHAREHOLDER FEES
(fees paid directly from your investment)
Maximum sales charge (load) imposed on purchases
    (as a percentage of offering price )............................   None
Maximum deferred sales charge (load)
    (as a percentage of the lower of original purchase
    price or redemption proceeds)...................................   None

ANNUAL FUND OPERATING EXPENSES*
(expenses that are deducted from Fund assets)
Management Fees.....................................................   1.00%
Distribution and/or Service (12b-1 Fees)............................   0.25%
Other Expenses......................................................   3.00%
                                                                      -----

Total Annual Fund Operating Expenses................................   4.25%
Fee Reduction and/or Expense Reimbursement..........................  (2.50%)
Net Expenses........................................................   1.75%
                                                                      =====

*Other Expenses are estimated for the first fiscal year of the Fund. The Advisor
has contractually agreed to reduce its fees and/or pay operating expenses of the
Fund (excluding interest, tax and other nonrecurring charges) to insure that the
Fund's Total  Annual Fund  Operating  Expenses  will not exceed 1.75% of average
daily net assets.  This contract's term is indefinite and may be terminated only
by the Board of Trustees. The Advisor is permitted to be reimbursed,  subject to
limitations, for fees it waives and for Fund expenses it pays.

EXAMPLE

This Example is intended to help you compare the costs of investing in shares of
the Fund with the cost of investing in other mutual funds.

The  Example  assumes  that you invest  $10,000 in the Fund for the time  period
indicated  and then redeem all of your shares at the end of those  periods.  The
Example also assumes that your investment has a 5% return each year and that the
Fund's  operating  expenses  remain the same.  Although your actual costs may be
higher or lower, under the assumptions, your costs would be:

      One Year..............................     $177
      Three Years...........................     $550

PROSPECTUS                              4

CHARTER EQUITY FUND'S INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
RELATED RISKS

WHAT IS THE INVESTMENT OBJECTIVE OF THE CHARTER EQUITY FUND?

The Fund's investment goal is long-term growth of capital.

IN WHAT TYPES OF SECURITIES WILL THE CHARTER EQUITY FUND INVEST?

     The Fund will  concentrate  its  investments  in common stocks of companies
with a market  capitalization in excess of $1 billion.  The Fund may also invest
in foreign  securities  traded on a U.S.  exchange  and in  American  Depositary
Receipts ("ADRs").

WHAT IS CHARTER EQUITY FUND?

     Charter Equity Fund is a stock mutual fund  developed by Charter  Financial
Group, Inc.,  ("Charter" or the "Advisor") for individuals and institutions that
would like  Charter  to manage  their  portfolio  but who are unable to meet the
minimum  account size required of clients  handled in Charter's  Private  Client
Group.

WHAT INVESTMENT APPROACH WILL BE USED IN MANAGING THE CHARTER EQUITY FUND?

     The  portfolio  management  team will use the same  approach it has used in
managing separate accounts for the Advisor's clients.  That approach is based on
a belief that a portfolio is adequately  diversified  when it is comprised of no
more than 25-30 stocks,  each  representing  3-4% of market value of the Fund at
time of purchase.  It is believed that additional  stocks will create no further
diversification  but will lessen the impact of each  securities'  performance on
the total return of the Fund.

     The  Advisor   believes  that  approach  is  one  of  the  primary  factors
influencing its ability to generate competitive  investment returns in a variety
of market conditions and sets Charter Equity Fund apart from many other funds.

     The Advisor  believes  that many  mutual  funds today are so big that their
large amount of assets under management  causes them to hold a greater number of
stocks than their research alone would dictate. When a fund holds a large number
of stocks it can become so overly  diversified  that even the great  stock picks
have a relatively  small impact on the performance of the fund. In fairness,  it
is also true that bad stock  picks  also have  relatively  small  impact on fund
performance.

HOW DOES CHARTER PICK THE STOCKS IN THE FUND'S PORTFOLIO?

     The research process begins with a universe of approximately 2,000 publicly
traded companies,  including the S&P 500, Nasdaq, and non-U.S.  stocks traded as
ADRs on U.S. exchanges.  The Advisor groups the stocks into nine broadly defined
business  sectors.  This helps the portfolio  management  team in

                                       5                              PROSPECTUS

deciding which sectors are positioned  well given current  macroeconomic  trends
and events. The portfolio will own a greater number of stocks in the sectors the
team expects will do well and fewer in those not so well positioned.

     When the team decides to have more of the  portfolio in a given sector than
its  representation  in the S&P 500,  the  amount  by which the  sector  will be
overweighted  will  usually  be a small  amount.  It  would be  unusual  for the
portfolio to have  greater or lesser  exposure to a given  business  sector than
125% of that sector's makeup in the S&P 500.

     Once the Advisor has settled on its sector emphasis,  the research turns to
deciding which of the specific  stocks within each sector are the ones which are
the best to own. The Advisor employs a philosophy called "Growth at a Reasonable
Price"  ("GARP").  This  strategy  combines some aspects of both the "value" and
"growth" styles of investing.  Those aspects emphasize the relationships between
various financial ratios. In its analysis, the Advisor looks for those companies
within each  sector that  exhibit the best  relationship  between  historic  and
projected earnings growth rates and its current Price/Earnings ratio.

     In its analysis,  the Advisor  creates a ratio where the company's  current
Price/Earnings  ratio is expressed as the numerator and its earnings growth rate
the denominator. A small, positive ratio is most desirable.

     When comparing the company's  ratios,  each company is judged against other
companies  within its own business  sector  rather than with  companies in other
business  sectors.  This is as a way to ensure that the Fund portfolio  fulfills
its  predetermined  sector  emphasis.  As an example,  if the desired  portfolio
weighting of drug stocks equals 6% of the total portfolio,  and the market value
of each stock in the portfolio  will be roughly 3% of the portfolio at purchase,
two drug  stocks  are needed to fulfill  the 6% overall  commitment  to the drug
sector. Those two drug companies ranking number one and two by ratio are chosen.

     Once a security  is bought it will not be sold  until one of the  following
events occurs:

*    When there is a change in fundamental financial ratios of that company.

*    When a company does not meet expectations and there is a determination that
     it will not meet those expectations in the future.

*    When the desired committment to a particular business sector is reduced.

     The Advisor  keeps the  portfolio  as close to fully  invested as possible.
When a company  is sold a new  company is added  immediately  to take its place.
This process of replacing  securities  immediately  ensures that cash is kept to
relatively small percentage of the portfolio.  However, the Fund may temporarily

PROSPECTUS                             6

depart from its principal investment strategies by making short-term investments
in cash  equivalents  in  response  to adverse  market,  economic  or  political
conditions. This may result in the Fund not achieving its investment objective.

     In keeping with its  investment  approach,  the Advisor does not anticipate
frequent buying and selling of securities.  This means that the Fund should have
a low  rate of  portfolio  turnover  and  the  potential  to be a tax  efficient
investment.   The  result  should  be  the  realization   and   distribution  to
shareholders  of lower capital  gains,  which would be considered tax efficient.
The anticipated lack of frequent trading also leads to lower transactions costs,
which could help improve performance.

WILL THE INVESTMENT TEAM RESPONSIBLE FOR MANAGING THE CHARTER EQUITY FUND BE THE
SAME TEAM THAT MANAGES ACCOUNTS FOR THE ADVISOR?

     Yes, the portfolio  management  team  responsible  for managing the Charter
Equity Fund will be the same team that manages accounts for the Advisor. It will
use the same  investment  strategy in managing  the Charter  Equity Fund that it
uses in managing the separate  accounts of the Advisor.  That team generated the
returns for Charter shown in this prospectus.

WHO ARE THE PEOPLE BEHIND CHARTER?

     At Charter,  the following people are responsible for the management of the
Charter Equity Fund:

SUSAN H. STEWART, ESQUIRE
CHAIRMAN AND PRESIDENT

     Susan is  co-founder,  controlling  shareholder,  Chairman and President of
Charter Financial Group, Inc. She incorporated  Charter Financial Group, Inc. in
November of 1995 to address  what she felt was a growing  need for a  top-flight
investment  house in the  Washington,  DC area.  From  January of 1994 until she
commenced  operations at Charter in January of 1995, she worked as an advisor to
high net worth  individuals as a vice president in the trust department of First
Union National  Bank.  For the 5 years  preceding her employment at First Union,
she worked in the trust department of NationsBank. She has more than 14 years of
experience in the investment field including  employment as a retail stockbroker
with Merrill Lynch and Shearson, Lehman Bros.

     She received her bachelor's  degree from Ursinus College and her law degree
from the Dickinson  School of Law at Pennsylvania  State  University.  She is an
inactive  member  of  the  Bars  of  the  District  of  Columbia,  Delaware  and
Pennsylvania.

     She was a member of The United States Women's  Lacrosse Team from 1976-1980
and has been  inducted  into  the  Ursinus  College  Sports  Hall of  Fame.  She
currently  serves as a member of the Board of Trustees of the Lowell  School and
of The United States Lacrosse Foundation and is a past board

                                       7                              PROSPECTUS

member of The  District  of  Columbia  Women's Bar  Association  Foundation  and
organizing board member of the Bucks County Women's Fund.

THOMAS A. KING, CFA
CHIEF INVESTMENT OFFICER

     Tom was a founding  shareholder in Charter.  Prior to that he was portfolio
manager at Chase  Manhattan,  PNC Bank and First Union National  Bank,  handling
institutional,  tax-exempt and taxable funds.  He is a CFA (Chartered  Financial
Analyst),  granted his charter in 1988, and is also a member of Association  for
Investment  Management and Research (AIMR).  Tom holds a finance degree from St.
John's  University,  a paralegal  diploma from New York  University  and a BA in
History from American University.

WILL I BE CHARGED A COMMISSION TO BUY THE CHARTER EQUITY FUND?

     No, the Charter  Equity Fund is a no load  mutual  fund.  The Fund does not
charge any sales loads.

RISKS OF INVESTING IN THE FUND

     The principal risks of investing in the Fund that may adversely  affect the
Fund's net asset value or total return are discussed  above in "Principal  Risks
of Investing  in the Charter  Equity  Fund."  These risks are  discussed in more
detail below.

     MARKET  RISK.  The risk that the market value of a security may move up and
down,  sometimes  rapidly  and  unpredictably.  These  fluctuations  may cause a
security to be worth less than the price originally paid for it, or less than it
was worth at an earlier time. Market risk may affect a single issuer,  industry,
sector of the economy or the market as a whole.

     MANAGEMENT  RISK.  The risk that a strategy used by the Advisor may fail to
produce the intended result.

     FOREIGN SECURITIES RISK. The risk of investing in the securities of foreign
companies is greater than the risk of investing in domestic  companies.  Some of
these risks include:  (1) unfavorable  changes in currency  exchange rates;  (2)
economic and political instability; (3) less publicly available information; (4)
less strict auditing and financial reporting requirements; (5) less governmental
supervision and regulation of securities markets;  (6) higher transaction costs;
(7)  potential  adverse  effects  of  the  euro  conversion;   and  (8)  greater
possibility of not being able to sell securities on a timely basis.

     YEAR 2000 RISK.  Like other business  organizations  around the world,  the
Fund could be adversely  affected if the computer systems used by its investment
advisor and other  service  providers  do not  properly  process  and  calculate
information  related to dates beginning  January 1, 2000. This is commonly known
as the "Year 2000  Problem."  Failure of computer  systems  used for  securities
trading  could  result in  settlement  and  liquidity  problems for the Fund and
investors. That failure could have a negative impact on

PROSPECTUS                             8

handling  securities trades and pricing and accounting  services.  Additionally,
the services  provided to the Fund depend on the interaction of computer systems
with those of brokers,  information  vendors and other parties;  therefore,  any
failure of the computer  systems of those parties may cause service problems for
the Fund. In addition,  this  situation may  negatively  affect the companies in
which the Fund invests and  consequently,  the value of the Fund's  shares.  The
Board of  Trustees  of the Fund has  adopted  a Year 2000  Project  Plan that is
reasonably  designed  to  address  the Year 2000  Problem  with  respect  to the
Advisor's and other service  providers'  computer systems.  Included in the Year
2000 Project Plan is a provision  for a  contingency  plan for the  retention of
other service  providers to replace those service providers whose performance in
converting to Year 2000 compliant data processing  equipment has been determined
to be less than satisfactory.  There can be no assurance that these actions will
be sufficient to avoid any adverse  impact on the Fund.  The extent of that risk
cannot be ascertained at this time.

INVESTMENT ADVISOR

     Charter  Financial Group,  Inc. is the investment  advisor to the Fund. The
Advisor's address is 1401 I Street, N.W., Suite 505,  Washington,  DC 20005. The
Advisor,  which was established in 1995, provides investment management services
to individual and  institutional  investors.  It has assets under  management in
excess of $106 million.  The Advisor  manages all but $3 million of those assets
on a discretionary  basis. The Advisor  furnishes the Fund with office space and
certain administrative services and provides most of the personnel needed by the
Fund. For its services, the Fund pays the Advisor a monthly management fee based
upon the average daily net assets of the Fund at the rate of 1.00% annually.

     The Fund is  responsible  for its own operating  expenses.  The Advisor has
contractually  agreed to reduce  its fees  and/or  pay  expenses  of the Fund to
ensure that the Fund's aggregate annual operating expenses  (excluding  interest
and tax expenses) will not exceed the limits set forth in the Expense Table. Any
reductions  in  advisory  fees or payment of  expenses  made by the  Advisor are
subject to  reimbursement  by the Fund if requested by the Advisor in subsequent
fiscal  years.  This  reimbursement  may  be  requested  by the  Advisor  if the
aggregate  amount actually paid by the Fund toward  operating  expenses for such
fiscal  year  (taking  into  account  the  reimbursements)  does not  exceed the
applicable  limitation  on  Fund  expenses.  The  Advisor  is  permitted  to  be
reimbursed  for fee reductions  and/or expense  payments made in the prior three
fiscal years.  (After startup,  the Fund is permitted to look for longer periods
of five  and  four  years.)  Any  such  reimbursement  will be  reviewed  by the
Trustees. The

                                       9                              PROSPECTUS

Fund must pay its  current  ordinary  operating  expenses  before the Advisor is
entitled to any reimbursement of fees and/or expenses.

ADVISOR INVESTMENT RETURNS

     Set forth in the table below are certain  performance  data provided by the
Advisor  relating to its individually  managed equity  accounts.  These accounts
have  substantially  the same investment  objective as the Fund and were managed
using  substantially  similar  investment  strategies  and  techniques  as those
contemplated  for use by the Fund.  The  investment  managers for these accounts
will also manage the Fund. The results  presented are not intended to predict or
suggest the return to be experienced by the Fund or the return an investor might
achieve by investing in the Fund.

     Results may differ because of, among other things, differences in brokerage
commissions paid, account expenses,  including  investment  advisory fees (which
expenses and fees may be higher for the Fund than for the accounts), the size of
positions  taken in relation to account  size,  timing of  purchases  and sales,
timing of cash additions and withdrawals.  In addition, the private character of
the composite  accounts  compared with the public  character of the Fund and the
tax-exempt  status of some of the account holders compared with  shareholders in
the Fund may also cause results to differ. Because of this, regardless of market
conditions,  the make-up of the portfolio  holdings of a fund is dictated by law
and  consequently,  performance  differences  may have resulted  during the time
periods shown when compared to the composite accounts. Investors should be aware
that  the  use of  different  methods  of  determining  performance  might  have
adversely affected the performance figures shown below.

     Investors  should  not  rely  on  the  following  performance  data  as  an
indication of future performance of the Advisor or the Fund.

ANNUAL TOTAL RETURNS FOR PERIOD ENDING JUNE 30,

                                                     1-Year      3-Year
                                                     ------      ------
Charter Financial Group, Inc.                        21.43%      30.37%
S&P 500 Index*                                       22.38%      28.97%

- ----------
*    The S&P 500 Index is an unmanaged  index  generally  representative  of the
     market for stocks of larger-sized companies.

PROSPECTUS                             10

Footnotes:

Charter Financial Group, Inc., is an autonomous  investment  management firm. It
has  prepared  and  presented  this report in  compliance  with the  Performance
Presentation Standards of the Association for Investment Management and Research
(AIMR-PPS(TM)).  AIMR has not been involved in the preparation or review of this
report.

1.  Results  account for both income and capital  appreciation  or  depreciation
(total return).  Returns are asset-weighted  and time-weighted.  The results are
net of  commissions  but not  management  fees.  The  composite  represents  all
discretionary  accounts that do not have material  restrictions  and comply with
AIMR standards with a Level II verification.

2.  Investors  should note that the Fund will  compute and  disclose its average
annual  total return using the  standard  formula  required by SEC rules,  which
differs from  returns  calculated  under the method  noted above.  The SEC total
return calculation method requires that the Fund compute and disclose an average
annual  compounded  rate of return for one, five and ten year periods or shorter
periods  from  inception.  The  calculation  provides  a rate of  return  from a
hypothetical  initial  investment of $1,000 to an ending value as if shares were
redeemed at the end of the period. The formula requires that returns to be shown
for the Fund will be net of Fund advisory fees and all other portfolio operating
expenses.

3. Charter Financial Group, Inc. has only one composite.  The 26 accounts in the
composite have assets totaling  $85,998,857and comprise 82% of firm assets under
management.

4. All fully  discretionary,  fee-paying accounts with equity assets of at least
$250,000 on the beginning of each month are included in the composite.

5. For the quarter ended 6/30/99, the composite return was 6.03% with a range of
2.81% to 7.56% and a standard deviation of 1.27%.

6.  Security  transactions  are recorded on the trade date.  Dividend  income is
recorded on the cash basis.

7. The  results  portrayed  reflect  the  reinvestment  of  dividends  and other
earnings.

8.    There   are   no   non    fee-paying    accounts    in   the    composite.

SHAREHOLDER  INFORMATION

HOW TO BUY SHARES

There are several  ways to purchase  shares of the Fund.  An  Application  Form,
which  accompanies  this  Prospectus,  is used if you send money directly to the
Fund by mail or by wire. If you have questions about how to invest, or about how
to complete the Application Form, please call 1-800-576-8229. To open an account
by wire, call  1-800-576-8229  for instructions.  You may also buy shares of the
Fund through your financial representative.  After your account is open, you may
add to it at any time.  The Fund  reserves  the right to reject any  purchase in
whole or in part.

     You may buy and sell shares of the Fund through  certain brokers (and their
agents) that have made arrangements  with the Fund to sell its shares.  When you
place  your  order  with such a broker or its  authorized  agent,  your order is
treated as if you had placed it directly with the Fund's Transfer Agent, and you
will pay or receive the next price calculated by the Fund. The broker (or agent)
holds your shares in an

                                       11                             PROSPECTUS

omnibus  account in the broker's (or  agent's)  name,  and the broker (or agent)
maintains your individual ownership records. The Fund may pay the broker (or its
agent) for  maintaining  these  records as well as providing  other  shareholder
services.  The broker (or its  agent)  may  charge you a fee for  handling  your
order.  The broker (or agent) is responsible for processing your order correctly
and  promptly,  keeping  you  advised  regarding  the status of your  individual
account,  confirming your  transactions  and ensuring that you receive copies of
the Fund's prospectus.

     You may open a Fund account with $5,000 and add to your account at any time
with $100 or more.  Automatic  investment plans allow you to open a Fund account
with $1,000 and add to your  account  with $50 or more.  The minimum  investment
requirements may be waived from time to time by the Fund.

     BY MAIL.  You may send money to the Fund by mail.  All  purchases  by check
should be in U.S. dollars.  Third party checks and cash will not be accepted. If
you wish to invest by mail,  simply  complete the  Application  Form and mail it
with a check  (made  payable to the  "Charter  Equity  Fund") to the Fund at the
following address:

     Charter Equity Fund
     c/o ICA Fund Services Corp.
     4455 E. Camelback Rd., Ste. 261E
     Phoenix, AZ 85018

     If you are making a subsequent  purchase, a stub is attached to the account
statement  you will  receive  after each  transaction.  Detach the stub from the
statement and mail it together with a check made payable to the "Charter  Equity
Fund" in the envelope  provided with your  statement to the address noted above.
Your account number should be written on the check.

     BY WIRE. If you are making an initial  investment  in the Fund,  before you
wire funds you should call the Transfer  Agent at (800)  576-8229 to advise them
that you are making an investment by wire. The Transfer agent will give you your
account number.  The Transfer Agent will ask for your name and the dollar amount
you are  investing.  You will then  receive  your  account  number  and an order
confirmation  number.  You should then  complete  the Fund  Account  Application
included  with this  Prospectus.  Include  the date and the  order  confirmation
number on the Account  Application and mail the completed Account Application to
the address at the top of the  Account  Application.  Your bank should  transmit
immediately available funds by wire in your name to:

     Firstar Bank, N.A. Cinti/Trust
     ABA #0420-001-3
     Attn: Charter Equity Fund
     DDA #821601887
     Account name (shareholder name)
     Shareholder account number

     If you are making a  subsequent  purchase,  your bank  should wire funds as
indicated  above.  Before

PROSPECTUS                             12

each wire  purchase,  you should be sure to notify  the  Transfer  Agent.  It is
essential that your bank include complete  information about your account in all
wire  instructions.  If you have questions  about how to invest by wire, you may
call the  Transfer  Agent.  Your bank may charge you a fee for sending a wire to
the Fund.

     You may buy and sell shares of the Fund through  certain brokers (and their
agents,  together "brokers") that have made arrangements with the Fund. An order
placed  with such a broker is treated  as if it were  placed  directly  with the
Fund, and will be executed at the next share price  calculated by the Fund. Your
shares will be held in a pooled  account in the  broker's  name,  and the broker
will maintain your individual ownership information. The Fund may pay the broker
for maintaining these records as well as providing other  shareholder  services.
In addition, the broker may charge you a fee for handling your order. The broker
is responsible  for processing  your order  correctly and promptly,  keeping you
advised of the status of your individual  account,  confirming your transactions
and ensuring that you receive copies of the Fund's prospectus.

     AUTOMATIC  INVESTMENT  PLAN.  For  your  convenience,  the Fund  offers  an
automatic  investment plan called  Automatic  Investment  Plan. Under this Plan,
after your initial  investment,  you  authorize  the Fund to withdraw  from your
personal  checking  account each month an amount that you wish to invest,  which
must be at least $50. If you wish to enroll in this Plan,  please  complete this
section on the Account  Application Form or contact the Transfer Agent. The Fund
may  terminate or modify this  privilege  at any time.  You may  terminate  your
participation  in the  Plan at any  time by  notifying  the  Transfer  Agent  in
writing.  Your  termination  letter  must  be  received  by the  Transfer  Agent
sufficiently in advance of the next scheduled withdrawal.

     RETIREMENT PLANS. The Fund offers an Individual  Retirement Account ("IRA")
plan.  Also  available  are Roth and SEP IRA plans.  You may obtain  information
about  opening an IRA  account by calling  (800)  576-8229.  If you wish to open
another type of retirement plan, please contact the Fund at 800- 576-8229.

HOW TO SELL SHARES

     You may sell  (redeem)  your  Fund  shares on any day the Funds and the New
York Stock Exchange  ("NYSE") are open for business  either directly to the Fund
or through your investment representative.

     BY MAIL. You may redeem your shares by simply sending a written  request to
the Transfer  Agent.  You should give your account  number and state whether you
want all or some of your shares redeemed.  The letter should be signed by all of
the  shareholders  whose names appear in the account  registration.  A signature
guarantee  is  required  for written  redemption  requests.

                                       13                             PROSPECTUS

However,  signature  guarantees  are not  required  if the  redemption  is under
$100,000  and sent to the  shareholder  at the address of record on the account.
Call the Transfer Agent for details. You should send your redemption request to:

     Charter Equity Fund
     c/o ICA Fund Services Corp.
     4455 E. Camelback Rd., Ste. 261E
     Phoenix, AZ 85018

     BY TELEPHONE.  If you complete the  Redemption by Telephone  portion of the
Account  Application,  you may redeem all or some of your  shares by calling the
Transfer Agent at (800) 576-8229  before the close of trading on the NYSE.  This
is normally 4:00 p.m.  Eastern time.  Redemption  proceeds will be mailed on the
next business day to the address that appears on the Transfer  Agent's  records.
If you request,  redemption  proceeds  will be wired on the next business day to
the bank account you designated on the Account  Application.  The minimum amount
that may be wired is $1,000.  Wire  charges,  if any, will be deducted from your
redemption  proceeds.  Telephone  redemptions  cannot be made if you  notify the
Transfer  Agent of a change of  address  within 30 days  before  the  redemption
request.  If you  have a  retirement  account,  you may  not  redeem  shares  by
telephone.

     When you establish telephone  privileges,  you are authorizing the Fund and
its  Transfer  Agent to act upon the  telephone  instructions  of the  person or
persons you have designated in your  Application.  Such persons may request that
the shares in your account be either exchanged or redeemed.  Redemption proceeds
will be mailed to the address of record on your  account or  transferred  to the
bank account you have designated on your Account Application.

     Before  executing an  instruction  received by telephone,  the Fund and the
Transfer  Agent will use  procedures to confirm that the telephone  instructions
are genuine.  These  procedures  will include  recording the telephone  call and
asking  the caller for a form of  personal  identification.  If the Fund and the
Transfer  Agent follow these  procedures,  they will not be liable for any loss,
expense,  or cost arising out of any telephone  redemption  or exchange  request
that is  reasonably  believed to be genuine.  This  includes any  fraudulent  or
unauthorized  request. The Fund may change, modify or terminate these privileges
at any time upon at least 60 days' notice to shareholders.

     You may  request  telephone  redemption  privileges  after your  account is
opened by calling the Transfer Agent at (800) 576-8229 for instructions.

     You may have  difficulties in making a telephone  redemption during periods
of  abnormal  market  activity.  If this  occurs,  you may make your  redemption
request in writing.

     Payment of your  redemption  proceeds will be made promptly,  but not later
than seven days after the receipt of your written request in

PROSPECTUS                             14

proper  form.  If you made  your  initial  investment  by wire,  you will not be
permitted to redeem  those  shares  until one business day after your  completed
Account Application is received by the Fund. If you did not purchase your shares
with a certified  check or wire,  the Fund may delay payment of your  redemption
proceeds  for 15 days from the date of purchase or until your check has cleared,
whichever occurs first.

     The Fund may redeem the shares in your account if the value of your account
is less than  $2,500 as a result of  redemptions  you have  made.  This does not
apply to retirement  plans or Uniform Gifts or Transfers to Minors Act accounts.
You will be notified  that the value of your account is less than $2,500  before
the Fund makes an involuntary redemption. You will then have 30 days in which to
make an  additional  investment  to bring the value of your  account to at least
$2,500 before the Fund takes any action.

     The Fund has the  right to pay  redemption  proceeds  to you in whole or in
part by a  distribution  of  securities  from the  Fund's  portfolio.  It is not
expected that the Fund would do so except in unusual circumstances.

     SYSTEMATIC WITHDRAWAL PROGRAM. As another convenience,  you may redeem your
Fund shares through the Systematic  Withdrawal Program. If you elect this method
of  redemption,  the Fund will send you a check in a minimum amount of $100. You
may choose to receive a check each month or calendar quarter.  Your Fund account
must have a value of at least $10,000 in order to  participate  in this Program.
This Program may be  terminated  at any time by the Fund.  You may also elect to
terminate  your  participation  in this  Program  at any time by  writing to the
Transfer Agent at:

     ICA Fund Services Corp.
     4455 E. Camelback Rd., Suite 261E
     Phoenix, AZ 85018

PRICING OF FUND SHARES

     The price of the Fund's shares is based on the Fund's net asset value. This
is done by dividing the Fund's assets,  minus its liabilities,  by the number of
shares outstanding. The Fund's assets are the market value of securities held in
its portfolio,  plus any cash and other assets.  The Fund's liabilities are fees
and  expenses  owed by the Fund.  The number of Fund shares  outstanding  is the
amount of shares which have been issued to shareholders.  The price you will pay
to buy Fund shares or the amount you will receive when you sell your Fund shares
is based on the net asset value next calculated after your order is received and
accepted.

     The net asset value of Fund shares is determined as of the close of regular
trading on the New York Stock  Exchange  ("NYSE").  This is normally  4:00 p.m.,
Eastern time. Fund shares will not be priced on days that the NYSE is closed for
trading.

                                       15                             PROSPECTUS

DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS

     The Fund will make  distributions  of dividends and capital gains,  if any,
annually,  usually  on or  about  December  31 of  each  year.  Because  of  its
investment  strategies,  the Fund expects that its distributions  will primarily
consist of capital gains.

     Your  dividend  and  capital  gain   distributions  will  automatically  be
reinvested in  additional  Fund shares.  If you wish to have your  distributions
paid in cash  indicate  this on the  Account  Application  Form or  write to the
Transfer Agent before the payment of the distribution.

TAX CONSEQUENCES

     The Fund  intends to make  distributions  of dividends  and capital  gains.
Dividends  are  taxable to you as ordinary  income.  The rate you pay on capital
gain  distributions  will depend on how long the Fund held the  securities  that
generated  the gains,  not on how long you owned your Fund  shares.  You will be
taxed in the same manner  whether you receive  your  dividends  and capital gain
distributions in cash or reinvest them in additional Fund shares.

     If you sell your Fund shares,  it is  considered  a taxable  event for you.
Depending on the purchase price and the sale price of the shares you exchange or
sell, you may have a gain or a loss on the transaction.  You are responsible for
any tax liabilities generated by your transaction.

RULE 12b-1 FEES

     The Fund has  adopted a  Distribution  Plan  pursuant  to Rule  12b-1  (the
"Plan").  The Plan  permits the Fund to pay for sales  distribution  and related
expenses at an annual rate of up to 0.25% of the Fund's average daily net assets
annually.  The expenses which the Fund may pay include the cost of preparing and
distributing  prospectuses  and other  sales  material,  advertising  and public
relations  expenses,  payments to financial  intermediaries  and compensation of
personnel involved in selling shares of the Fund.  Payments made pursuant to the
Plan will represent  compensation for distribution and service  activities,  not
reimbursement for specific expenses incurred.

PROSPECTUS                             16

                              CHARTER EQUITY FUND,
                        A SERIES OF ADVISORS SERIES TRUST

For investors who want more information  about the Fund, the following  document
is available free upon request:


STATEMENT  OF  ADDITIONAL  INFORMATION  (SAI):  The SAI provides  more  detailed
information about the Fund and is incorporated into this Prospectus.

You can get free copies of SAI,  request  other  information  and  discuss  your
questions about the Fund by contacting the Fund at:

                             ICA Fund Services Corp.
                        4455 E. Camelback Rd., Suite 261E
                                Phoenix, AZ 85218
                            Telephone: 1-800-576-8229

To speak  with the  Advisor  concerning  management  of the  Fund,  please  call
1-888-242-7991.

You can review and copy  information  about the Fund including the Fund's SAI at
the  Public  Reference  Room  of  the  Securities  and  Exchange  Commission  in
Washington,  D.C.  You can obtain  information  on the  operation  of the Public
Reference Room by calling 1-800-SEC-0330. You can get text-only copies:

*    For a fee,  by  writing  to the Public  Reference  Room of the  Commission,
     Washington, DC 20549-6009 or by calling 1-800-SEC-0330.

*    Free of charge from the Commission's Internet website at www.sec.gov



                                                          Investment Company Act
                                                               file no. 811-7959

Charter Equity Fund is a stock mutual fund. The Fund seeks to provide  investors
with long-term growth of capital.

The Securities and Exchange  Commission has not approved or disapproved of these
securities  or passed upon the  adequacy or  accuracy  of this  prospectus.  Any
representation to the contrary is a criminal offense.