STAAR INVESTMENT TRUST
485APOS, 1998-09-11
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         [TYPE] N-1A POS AMI
         [DESCRIPTION]  POST-EFFECTIVE AMENDMENT No. 1  to
                        N-1A EL
    
                                   UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
    
                                     FORM N-1A
    
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
    1933          
    
            
         
         Post-Effective Amendment No. 1               X 
        
            
    
                             and/or
    REGISTRATION STATEMENT UNDER THE INVESTMENT
    COMPANY ACT OF 1940  
    
                        
    
           
     Amendment No. 1                             X              
        
         
    
                         (Check appropriate box or boxes.)
       
    The Staar Investment Trust                                           
        
       Exact Name of Registrant as Specified in Charter)
    
    604 McKnight Park Drive, Pittsburgh, PA           15237
         (Address of Principal Executive Offices)     Zip Code)
    
    Registrant's Telephone Number(including Area Code)(412) 367-9076
       
    J. Andre Weisbrod, 604 McKnight Park Drive, Pittsburgh, PA, 15237
         (Name and Address of Agent for Services)
    
    
    Copies to Alan Z. Lefkowitz, Esquire, Kabala & Geeseman, 200
    First Avenue, Pittsburgh, PA  15222
        
     It is proposed that this filing will become effective (check
    appropriate box)
    
         X immediately upon filing pursuant to paragraph (b)
    
         on (date) pursuant to paragraph (b)
    
         60 days after filing pursuant to paragraph (a)
    
        on ________________ pursuant to paragraph (a) of Rule
         485
    As soon as possible after the effective date of the Registration under the
    Securities Act of 1933
    

         Registrant hereby elects to register an indefinite number of
    shares under the Securities Act of 1933 in accordance with the
    provisions of Rule 24f-2 under the Investment Company Act of 1940
    [17 CFR 270.24f-2].1
    
    
    <PAGE>
       
                              THE STAAR INVESTMENT TRUST
        
                               CROSS REFERENCE SHEET
                              PURSUANT TO RULE 481(a)
                         UNDER THE SECURITIES ACT OF 1933
    
    Form N-1A                               
    <TABLE>
    <CAPTION>
                                  
    Item       Registration Statement                 Prospectus
    No.        Caption                                Caption
    <S>        <C>                                    <C>
    1.         Cover Page                             Cover Page
    2.         Synopsis                               (a)
    3.         Condensed Financial Information        (a)
    4.         General Description of Registrant      Cover Page, The
                                                      Funds, the Advisor;
                                                      General  Investment
                                                      Objectives and
                                                      Policies
    5.         Management of Fund                     Management of
                                                      the Funds
    5A.        Management Discussion of               (a)
               Funds Performance                 
     6.        Capital Stock and                      (a)
               Other Securities                  
     7.        Purchase of Securities                 How to Buy
                                                      Shares
                                                      being offered                     
     8.        Redemption or Repurchase               How to Redeem
                                                      Shares
      9.       Pending Legal Proceedings              (a)
    </TABLE>
    <TABLE>
    <CAPTION>
    Additional Information                  Statement of Additional  Information
    Caption
    <S>        <C>                                 <C>
    10.        Cover Page                          Cover Page
    11.        Table of Contents                   Table of Contents
    12.        General Information
               and History                         General Information
                                                   and  History
    13.        Investment Objectives               Investment Objective 
                and Policies                       and  Policies, Investment
                                                   Restrictions
    14.        Management of the Fund              Board of Trustees
    15.            Control Persons and             Control Persons and 
                   Principal Holders of            Principal Holders of
                   Securities                      Securities          
         
    16.        Investment Advisory and             Investment Advisory and 
                   Other Services                  other services
    17.        Brokerage Allocation and other      Brokerage Allocation and
               other Practices                     other Practices
                                             
    18.        Capital Stock and                   (a)       
    19.         Purchase Redemption and Pricing    Purchase, redemption and 
                of shares                          pricing of Shares
    20.        Tax Status                          Dividends,Capital
                                                   Gains, Distributions &
                                                   Taxes
    21.         Underwriter                        (a)
    22.         Calculations of Performance Data   Performance Data
    23.         Financial Statements               Financial Statements
    </TABLE>
    (a)  Not Applicable
      
  
    <PAGE>
                                    PROSPECTUS
       
                               September 21, 1998
    
                                        
                                        
                             THE STAAR INVESTMENT TRUST
                                            
                              604 McKnight Park Dr.
                              Pittsburgh, PA  15237
                                  412-367-9076
                                        
                            New Account Information:
                            1-800-33ASSET P.I.N.3370
                                        
                          Shareholder Account Services:
                            1-800-33ASSET P.I.N.3371
                                        
                           Pittsburgh Local:  367-9076
    
                  <TABLE>             
                   <CAPTION>                          
                                  Contents Page
                                                                        
                 <S>                                            <C>
                  Expenses. . . . . . . . . . . . . . . ....... 7
                  Fund Information. . . . . . . . . . .  . 8
                  Risks . . . . . . . . . . . . . . . . . . ..... 12
                  Management. . . . . . . . . . . . . . . . 15
                  How to Purchase Shares. . . . ..... 16
                  How to Sell Shares. . . . . . . . . ... 19
                  How to Exchange Shares. .  . ..... 19
                  Dividends, Capital Gains, 
                     Distributions & Taxes. . .  . . . . 22
                   Glossary. . . . . . . . . . . . . . . . . . 23
    
          
    A "Statement of Additional Information" about the Trust, dated  9/21/98, has 
been filed
        
    with the Securities and Exchange Commission and has been incorporated by
reference
    into this  prospectus.  A copy may be obtained without charge by writing to  
the Trust
or by
    calling the New Account Information number. 
    
        A glossary of terms used in this prospectus is found on Page __.
          This prospectus contains concise information important for a  
prospective
investor to
    know before investing.  This prospectus  should be read thoroughly and 
retained for
future
    reference.
                                           
         The STAAR Investment Trust (the Trust),
        
 a Pennsylvania business trust, is  an
open-end
    non-diversified management investment company which  consists of six 
separate
series
    portfolios.  Each is referred to in this prospectus as a "Fund".  Together, 
they are
referred
    to as the "Funds". 
    
         The Funds are organized in such manner that each Fund corresponds to a
standard
    asset allocation category, with the exception of the AltCat Fund which is a
    flexibly-managed fund that may invest in assets not included in the other 
Funds.  The
    Funds are:
    
               The Intermediate Bond Fund (IBF)
               The Long-Term Bond Fund (LTBF)
            The Larger Company Stock Fund (LCSF)
           The Smaller Company Stock Fund (SCSF)
                The International Fund (INTF)
          The Alternative Categories Fund (AltCat)
                                   
    
         Each Fund is managed separately and has its own investment objectives 
    and strategies in keeping with the asset allocation category for which it is 
    named. The Funds are no-load funds. There are no sales loads or commissions 
    on the purchase or fees upon redemption.  Each Fund may invest in other
    open-end funds  (mutual funds) as well as
    closed-end funds and individual securities subject to the limitations 
    outlined herein. To the
    extent other  open-end funds are employed, this strategy will result in 
    higher annual expenses incurred than if you invested directly in those 
    mutual funds.
    
    Shares of the Funds are not deposits or obligations of or insured or 
    guaranteed by the U.S. Government, any financial institution, the Federal 
    Deposit Insurance Corporation or any
    other agency.  The purchase of Fund shares involve investment risks, 
    including the possible loss of principal. 
    
    
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
    COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
    ANY
    STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
    ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
    CONTRARY IS A CRIMINAL OFFENSE.
    
    
      
                                                              
    
    Trust Expenses
       
    (Period Ending 12/31/97)
        
    Shareholder Transaction Expenses
    
    
    
    
                             IBF  LTBF      LCSF      CSF  INTF           ACF
    <C>
    Maximum Sales Load
    Imposed on
    Purchases                     None on any of the Funds
    
    
    Sales Load Imposed
    on Reinvested
    Dividends                     None on any of the funds
    
    None on any of the funds
    
    
    Wire Redemption Processing Fees
    
    <C>
    $20
    <C>
    $20
    <C>
    $20
    <C>
    $20
    <C>
    $20
    <C>
    $20


    Deferred Sales Load                None on any of the Funds 
    
    
    Exchange Fee                    None on any of the Funds 
    
    
    
    Other Redemption Fees          None on any of the Funds
    
    </TABLE>
    
                          ANNUAL FUND OPERATING EXPENSES*
    
                      (As a percentage of average net assets)
    <TABLE>
    <CAPTION>
    
    
       
                        IBF      LTBF     LCSF      SCSF     INTF      ACF
    <S>                 <C>      <C>      <C>       <C>      <C>       <C>
    Management Fees*    .47%     .55%     .46%      .88%     .87%      .73%  
       
    12B-1 Fees          None     None     None      None     None      None 
    
    Other Expenses*     .09%     .09%     .09%      .09%     .09%      .09%
    
    Total Fund 
    Operating Expenses  .56%     .64%     .65%      .97%     .96%      .82%
 
        
    </TABLE>
                                           
       
    The Trust has adopted a 12b-1 plan.  12b-1 expenses may not exceed .25% of a
    Fund's average net assets annually.  Due to these distribution expenses, 
    long-term shareholders may pay more than the economic equivalent of the 
    maximum front-end sales charge permitted by the National Association of 
    Security Dealers, Inc.
        
       
    Example
    You would pay the following expenses on a $1,000 investment
    assuming (1)  5% annual return,  (2) Redemption at the end of
    each time period and (3) Maximum Management Fee.)
    <TABLE>
    <CAPTION>
    
    
    
    
                          IBF       LTBF     LCSF     SCSF   INTF    ACF
              <S>         <C>       <C>      <C>      <C>    <C>     < c>
              One Year    $ 6       $ 7      $ 8      $ 10   $ 10    $ 9
    
              Three Years $ 18      $ 21     $ 22     $ 32   $ 32    $ 27
    
    
    </TABLE>
        
    
    
    The purpose of the above table is to assist the investor in
    understanding the various costs and expenses an investor
    in the funds would bear directly or indirectly.
    
    
    
         *Management fees include services in addition to investment
    advisory services.  The Advisor may also provide, according to
    the Advisory Agreement, directly or through sub-contractors
    transfer agency, custodial services, accounting, pricing, legal,
    general  administration, marketing and other services which are
    included in the advisory fee. The management
    fees listed are actual for the period.  Maximum fees according to the
    Advisory Agreement are .63% IBF, .72% LTBF and .90% for LCSF, SCSF,
    INTF and ACF.  Management fees do not include brokerage
    fees, taxes or direct fees and expenses of the trustees, except
    as provided in the Advisory Agreement.  Nor do they include
    expenses of any mutual funds owned by the trust funds.(See 
    "Risks - Investment Company Risks")  Other expenses include 
    direct fees and expenses of the trustees. 
    
    <PAGE>
       
    Financial Highlights

         The following has been audited by Carson & Co., independent auditors.  
    This table should be read together with the financial statements which are 
    included in the Statement of Additional Information and annual report.

    <TABLE>
    Selected Per-Share Data
    <CAPTION>

    
                               Year End December 31
            --IBF--    --LTBF--   --LCSF--   --SCSF--   --INTF--    --ACF--
                 1997    1996    1997    1996    1997    1996    1997    1996    
1997    1996    1997    1996
<S>              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     
<C>     <C>     <C>     <C>

NAV Beg Period   9.97    0.00    10.25   0.00    10.62   0.00    10.31   0.00    
10.76   0.00    10.25   0.00

Net Inv Income   0.52    0.30    0.62    0.32    0.21    0.13    0.13    0.18    
0.16    0.15    0.10    0.15

Net realized
and unrealized
gains on 
securities       0.13    0.09    0.50    0.27    2.37    0.75    1.33    0.31    
0.15    0.68    0.28    0.31									
					
Total income
from investment
operations       0.65    0.39    1.12    0.59    2.58    0.88    1.46    0.49    
0.31    0.83    0.38    0.46	


Net Dist. from
Inv. Income      -0.39   -0.17   -0.56   -0.26   -0.21   -0.14   -0.13   -0.19   
- -0.16   -0.15   -0.10   -0.16
	
Net Dist. From
Net Realized 
Gains            -0.01   0.00    0.00    0.00    -0.83   -0.28   -0.19   -0.31   
- -0.41   -0.13   0.00    -0.08

Total 
Distributions    -0.40   -0.17   -0.56   -0.26   -1.04   -0.42   -0.32   -0.50   
- -0.57   -0.28   -0.10   -0.24	


Net Asset Values
				
   Shares 
   Purchased     FY      9.75    FY      9.92    FY      10.16   FY      10.32   
FY      10.21   FY      10.03

   End of Yr     $10.22  $9.97   $10.81  $10.25  $12.16  $10.62  $11.45  $10.31  
$10.50  $10.76  $10.53  $10.25


Ratios
			
Net Assets at 
End of Year 
(in $1000's)     622     256     339     215     1,276   736     1,177   667     
1,126   618     307     124

Portfolio 
Turnover Rate    8.97%   0.00%   0.00%   6.21%   10.47%  0.00%   5.04%   0.00%   
0.00%   0.00%   3.48%   0.00%


Ratio of 
Expenses to 
Average	
Net Assets (%)   0.56%*  0.39%   0.64%*  0.44%*  0.65%   0.99%   0.97%   0.99%** 
0.96%** 1.42%*  0.82%*  0.74%

Ratio of Net 
Investment 
Income to Avg.
Net Assets (%)   5.56%   1.05%   5.86%   2.55%   2.22%   1.54%   1.36%   3.00%   
1.76%   1.88%   1.29%   1.60%	

<FN>
* Advisory Fees were waived as follows:	

       12/31/96   12/31/97

IBF     $ .02     $   -
LTBF      .02         -
ACF       .03       .01
LCSF        -       .05
INTF        -       .03

** Includes foreign tax paid equal .43% in 1996 and .18% in 1997

See notes to financial statements
FY:  First year calculation
NOTE:  Data shown for 1996 is not representative of a full year's operation 
because the operational inception date of the six series funds was April 4, 
1996.
    </FN>

    </TABLE>
        
    <PAGE>

    The Funds
       
         STAAR Investment Trust
        
    (the Trust) is a Pennsylvania business trust
    formed on 02/28/96.  It is registered as an open-end, non-diversified,
    management investment company.  Each Fund in the Trust's series of
    Funds will be treated as a non-diversified investment company under
    the Investment Company Act of 1940.  Mutual funds in which any series
    Fund of the STAAR Investment Trust may invest may themselves be diversified
    investment companies.(See "Risks - Non-Diversified Fund Risks".)
    
         The series Funds within the Trust intend to qualify as management
    investment companies for purposes of Subchapter M of the Internal
    Revenue Code and expect to be treated as a regulated investment company
    for income tax purposes.  The Funds will be able to invest in shares of
    other open-end and closed-end mutual funds as well as in individual
    securities.   
         The Trust consists of six portfolios, each known as a separate Fund and
    managed separately from the other Funds. Together they are referred to as
    the Funds.  Investment in any of the Funds entails various risks, and there
    can be no assurance  that the objectives of the Funds can be attained (see
    Risks, Page 5).
    
         The Fund names and abbreviations are as follows:
    
    
               The Intermediate Bond Fund (IBF)
               The Long-Term Bond Fund (LTBF) 
               The Larger Company Stock Fund (LCSF) 
               The Smaller Company Stock Fund (SCSF) 
               The International Fund (INTF) 
               The Alternative Categories Fund (AltCat 
                       or ACF)                        
                                   
                                     
               The Advisor, 
       
    STAAR Financial Advisors, Inc.,
        
    serves as
    the Trust's overall investment advisor pursuant to an Investment
    Advisory Agreement (the "Advisory Agreement").  
    
    
    General Investment Objectives & Policies
    
    Each Fund has its own objectives, policies and strategies designed to meet
    different investor goals.  The funds may invest in a variety of securities
    to achieve their objectives, including shares of other open-end and
    closed-end mutual funds as well as in individual securities.  A Fund may
    invest up to 25% of its assets in any one mutual fund and up to 15% of its
    assets in any one individual security, such as a stock or bond, except for
    individual money market instruments (such as U.S. Treasury securities
    having maturities of less than 52 weeks), in which the
    trustees may invest with no percentage restriction. The IBF and LTBF
    Funds, however, may hold up to 25% of their value in a single U.S.
    Treasury Note or Bond. The funds may invest in money market mutual
    funds, short-term U.S. Government Securities or other short-term
    instruments when it is considered prudent by the trustees and advisors to
    do so either for liquidity or for risk management purposes.  These types of
    holdings will be referred to
    as "cash" positions in this prospectus.  While there are no
    restrictions on cash positions within the Funds, the general
    policy is to have no more than 35% of a Fund's assets invested in
    cash positions.
    
         In general, the non-cash holdings of the Funds will be selected so as
    to have a high correlation to the asset class for which they are named.
    This will allow the investor to better utilize asset allocation as a
    planning and risk-management tool. 
         In pursuing the objectives of each Fund, the trustees will seek
    diversification and may use a multiple manager approach including use of
    open-end and closed-end mutual funds, outside private managers or inside
    management.  No more than 25% of any Fund may be placed with any
    single outside manager. The IBF, LTBF and ACF funds may be fully
    managed in-house.
    
         Managers, may, from time to time, employ derivatives in their
    investment strategies.  However, such holdings should represent a
    minority (generally not in excess of 5%) of any manager's holdings, and if
    any strategies employed are deemed to add undue risk to a Fund, the
    Trustees may remove assets from such managers. Managers may also 
    invest in illiquid securities, but such securities may not make up more 
    than 15% of the total assets of any Fund.
            
                    Specific Fund Objectives
       
         The IBF's objective is to provide current income with reasonable
    concern for safety of principal by investing primarily in U.S. Government
    obligations and fixed rate corporate debt instruments of between one and
    ten years maturity.  Growth of capital is secondary. The Corporate debt
    obligations will generally be investment grade bonds. It must invest at
    least 65% of its assets in debt instruments with a dollar weighted average
    maturity between three (3) to ten (10) years. Under normal circumstances,
    the Fund will invest at least 40% of it's assets in debt securities issued,
    guaranteed or otherwise backed by the U.S. government or government
    agencies.  Cash positions may be increased or
    decreased depending on risk management and liquidity considerations.
    
    
         The LTBF's objective is to provide current income with reasonable
    concern for safety of principal by investing primarily in U.S. Government
    obligations and fixed rate corporate debt instruments for the most part of 
    ten (10) years or greater maturity. The Corporate bonds will generally be
    investment grade bonds. Growth of capital is secondary.  It must invest at
    least 65% of its assets in debt instruments with a dollar weighted average 
    maturity of greater than ten (10) years. Under normal circumstances, the 
    Fund will invest at least  40% of it's assets in debt securities issued, 
    guaranteed or otherwise backed by the U.S. government or government
    agencies. Cash positions may be increased or decreased
    depending on risk management and liquidity considerations. 
    
         The LCSF's objective is to provide long-term growth of capital with
    some income by investing primarily in common stocks of U.S. larger    
    companies, including other mutual funds that invest primarily in such 
    stocks.  Larger companies are defined as companies having market
    capitalization of $3 billion or greater.  Any open-end or closed-end funds
    purchased by the Fund must undergo a significant evaluation to assure that
    the objectives, management styles and
    holdings of such funds are consistent with the objective of the Fund.  Any
    private managers employed will be similarly evaluated and must agree to
    purchase only securities that have a high correlation to the asset class for
    which the Fund is named.  Cash positions may be increased or decreased
    depending on risk management and liquidity considerations.
    
         The SCSF's objective is to provide long-term growth of capital by
    investing primarily in common stocks of U.S. smaller companies, including
    other mutual funds that invest primarily in such stocks. Smaller companies 
    are defined as companies having market capitalization of less than $3
    billion.  Any open-end or closed-end funds purchased by the Fund must 
    undergo a significant evaluation to assure that the objectives, management 
    styles and holdings of such funds are consistent with the objective of the 
    Fund. Any private managers employed will be similarly evaluated and must 
    agree to purchase only securities that have a high correlation to the asset 
    class for which the Fund is named. Cash positions may be increased or 
    decreased depending on risk management and liquidity considerations.
        
    
         The INTF's objective is to provide long-term growth of capital by
    investing primarily in equity securities in markets outside the United
    States.  Income is secondary.  The Fund will not attempt to correlate with
    any one index.  However, under normal conditions, the Fund will be
    broadly diversified in terms of  styles and geography.  At least 65% of the
    Funds assets will be invested in funds holding predominately stocks of
    companies located outside of the United States or individual stocks of
    companies outside of the United States.  Managers will be monitored so as
    to not unduly expose the Fund to any one country or region. Emerging
    markets may be included, but may not make up more than 35% of 
    the fund. Emerging markets investments have additional risks in that in
    certain emerging countries' markets may be affected adversely by political
    turbulence, liquidity of the markets and volatile swings in the prices on
    such markets which seem to have no correlation to the inherent values of
    the shares. Occasionally, a global mutual fund that invests a minority of
    its assets in the U.S. may be considered if the holdings, objectives and
    strategies of such a fund are deemed desirable. Any open-end or
    closed-end funds purchased by the Fund must undergo an evaluation to
    assure that the objectives, management styles and holdings of such funds
    are consistent with the objective of the Fund.  Any private managers
    employed will be similarly evaluated and must agree to purchase only
    securities that have a high correlation to the asset class for which the
    Fund is named.  Cash positions may be increased or decreased depending on
    risk management and liquidity considerations.  Cash positions taken by the
    trustees will normally be held in U.S. market instruments, though
    managers may take cash positions in other than U.S. market instruments.
    Managers may also employ various currency risk management techniques.
    
        
         The ACF's objective is to provide growth of capital by investing in a
    wide variety of investments that may or may not be found in the other
    funds.  Income is secondary and could vary from high to low. 
    The Fund may invest in any kind of investment
    security allowable under securities law.  Under normal conditions, the
    majority of holdings will be in assets not found directly or in large
    amounts in the holdings of the other Funds.  Examples of the types of 
    assets that may be held in the AltCat Fund:  real estate mutual funds and 
    investment trusts (REITs), precious metals, sector funds, foreign funds and 
    currencies, special situation stocks, or other assets offering long-term or 
    short-term opportunities. The fund may also hold, from time to
    time, assets similar to those held in one of the other funds if that 
    particular asset class offers a significant opportunity.  Because of the 
    flexible and broad nature of this Fund's objectives, it should be 
    considered aggressive and of high risk nature.  Cash positions may be 
    increased or 
    decreased depending on risk management and liquidity considerations.
    
    
    Risks
    
         Like any investment program, an investment in any of the Trust Funds 
    entails a certain amount of risk.  Among the risks to which an
    investor may be exposed are:
    
               Market Risk - values can fluctuate with and can be affected by  
    the market.
          
               Investment Risk - principal may be at risk regardless of market
    conditions.
          
               Liquidity Risk - principal may not be available, or premature
    liquidation could result in loss or penalty.
          
               Opportunity Cost - use of your capital in one
    investment  precludes its use in another investment or for some
    other purpose.
          
               Inflation/deflation Risk - Erodes purchase power and/or value of
    assets.
          
               Rate Risk - locking in rates of  interest can be adverse if 
    rates rise prior to maturity.  Conversely, falling rates can result in
    decreased income if the interest-bearing investments are not locked 
    into long maturities
          
               Currency & Political Risks - In global markets  currency exchange
    rates among nations change daily, which can  affect  the value of a security
    in terms of U.S. dollars even if the value is unchanged in the security's
    own country. Also, political changes within other nations present a  variety
    of  risks to securities of those nations.
     
               Manager Risks - Mutual fund and private managers usually have 
    discretion over moneys they invest.  Such managers could fail to
    effectively achieve investment objectives of their respective funds thus
    impacting on the ability of the Funds to achieve their objectives.. 
    
    
         Non-Diversified Fund Risk - Non-diversified funds have a risk arising
    from too concentrated an investment mix which may be impacted by
    events more than their effect on the market as a whole.. The Trust
    Funds are to be invested primarily in diversified mutual funds,
    which in themselves, provide a diversification of the underlying securities.
    It is unlikely that the funds will be investing in Non-Diversified funds.
    
    
         Investment Company Risks - Open-End Mutual funds are by law
    obligated to redeem shares held by a Fund in an amount limited to 1% of
    the outstanding securities of that mutual fund in any period of less than 30
    days. Thus, in the unlikely event, that a all of the Funds, when aggregated 
    hold more than 1% of the outstanding securities of any mutual fund, the
    excess will be considered ot readily marketable. The Funds are limited to
    holding not more than 15% of their assets in not readily marketable
    securities. Investment managers for the underlying mutual funds are
    independent and may be purchasing shares of an issuer which are being
    sold by another fund in which a Fund invests causing additional
    transaction costs.  In addition, investing in  mutual funds through one of
    the Trust Funds involves the expenses of both the Trust Fund and the funds 
    in which it invests.  These expenses may be more than you would pay if you
    invested directly in the fund in which the Trust Fund invests.  You may
    also be subject to certain tax results which you may not otherwise have, or
    to a greater imposition of tax in any given year than you would have if you
    invested directly. 
    
         Also, investment companies, in certain circumstances, may redeem
    shares in whole or in part, by a distribution in kind from its portfolio. 
    Consequently, a Trust Fund may hold for a time specific securities which
    it received from an underlying fund in redemption. Disposition of such
    shares may result in a loss or additional expense.  The Trustees do not
    anticipate such a distribution occurring because they are rare.  However, it
    is possible.
                 
         In general, the higher the return desired, the more risk there will 
    be.  Any investment has risks.  The Trust can neither eliminate 
    or avoid risks. 
    Investors should anticipate that there will be times when the value of any
    Fund could go down.  The Trust considers risks in the selection and
    monitoring of  managers and securities as well as in the adjustment of cash
    positions. Though denominated a Non-Diversified Fund, each  Fund will 
    include a variety of mutual fund or other securities  within the objectives
    of  each Fund.  In addition, a variety of  management styles may be used
    as appropriate to each Fund.   For instance, Funds investing in stocks may
    include a mix of  growth and value styles.  
     
         The Trust was founded on February 28, 1996 and has minimal
    operating history.  There has been a substantial growth in the number of
    mutual funds and fund families in the past several years.  There are more
    funds vying for the investment dollar.  There is no assurance that any of
    the Trust Funds can reach the size necessary to maintain its staff and
    shareholder services in the near future.
    
        The Trust's performance is substantially dependent on the performance
    of its advisor, STAAR Financial Advisors, Inc.  However, to the
    extent that the Trust Funds invest in other open-end investment
    companies, which are separately managed, this risk is minimized.
    
    How the Trust Chooses and Monitors Investments
    
         The trustees have entered into an advisory agreement with STAAR
    Financial Advisors, Inc. (SFA) to provide a number of services,
    including investment management, research and recommendations regarding 
    the selection of mutual funds and individual securities, as well as advice 
    on risk management strategies. SFA advice includes:

    Mutual Fund Selection
    
         Among the thousands of mutual funds available, the difference between
    the performances of the top funds compared to the averages of all funds in
    any given category is often significant. (See Table A).  SFA screens
    funds and recommends those which it believes have a higher probability of
    above average performance within their categories over longer periods of
    time.  Among the factors considered are:  correlation to asset allocation
    categories, objectives, management style and philosophy, management
    tenure, portfolio holdings, annual expense ratios, past performance,
    volatility and shareholder services. The primary factor is a relatively high
    correlation to the objectives of the respective Fund of the Trust.  This
    evaluation process is ongoing, and it is anticipated that the selection of
    (and allocation to) mutual funds owned by the trust will change
    periodically. Of course there is no assurance that the funds selections will
    result in the performance reflected in Table A below. 
    
         The Funds may invest in mutual funds that are sold with front-end sales
    charges (loads) as well as those which are not sold with such charges. 
    However, the Funds will utilize quantity discount and any other available
    programs to avoid or minimize any such charges.
    
    Private Manager Selection
         SFA will evaluate and assist the Trustees in monitoring any private
    managers which may be employed.  Private managers will be evaluated in
    a similar manner to mutual funds, with special attention to private
    managers' willingness to correlate security selection according to each
    Fund's stated asset allocation class.
    
    Individual Security Selection
         SFA will also advise the Trustees regarding individual securities. 
    Regarding stocks and bonds, SFA and the Trustees may use a variety of
    industry research and data services, as well as research and
    recommendations provided by broker-dealers with which the Funds may
    have accounts.  Regarding bonds and any fixed-rate guaranteed
    instruments, SFA will provide advice as to selection and maturities. 
    
    General Analysis Approach
         Elements of both Fundamental and Technical Analysis may be
    employed.  Fundamental Analysis may include, but is not limited to,
    analyzing price-earnings and price-book value ratios, dividend yields,
    growth in sales, growth in total return, return on equity, return on capital
    and, for debt instruments, credit ratings, maturities, duration, yields to
    maturity and volatility. Technical analysis may include, but is not limited
    to, analyzing moving averages, chart variations and relative strength. 
         Regarding mutual funds, analysis may also include analyzing
    manager philosophies and tenure, style, cash positions, performance in
    different market conditions and allocation of holdings within the funds.   
    
       
                         Table A
       Average Annualized Total Return Performance
        For the five year Period ending 3/31/1998
            of funds existing five years ago
    
    <TABLE> 
    <CAPTION>
    
    Mutual Fund Type
    Average of all funds in
    category
    Average of Top 50%
    of Funds in Category
    
    
    <S>
    <C>
    <C>
    
    
    Domestic Larger
    Company Growth &
    Income Funds
    19.24%
    21.30%
    
    
    Domestic Small
    Company Stock
    Funds
    17.90%
    20.70%
    
    
    Foreign Stock Funds
    12.88%
    15.43%
    
    
    <FN>
      Compiled by STAAR SYSTEM Financial Services, Inc. from data
      provided by Morningstar's Principia for Mutual Funds.
    </FN>
    
    </TABLE>
            

    Management of The Funds
    
    The Board of Trustees
         The Trustees of the Trust are responsible for day-to-day operations. 
    The trustees determine how the assets of each Fund are to be invested, set
    general policies and choose officers.  Additional information about the
    Trustees and executive officers of the trust may be found in the Trust's
    Statement of Additional Information under "Trustees and Officers".
    
    The Advisor
         The Advisor to the Trust is STAAR Financial Advisors, Inc.
    (SFA), principal offices of which are located at 604 McKnight Park Dr.,
    Pittsburgh, PA 15237.  SFA provides overall advice regarding the
    strategies and make-up of the Funds, including recommendations
    regarding specific mutual funds, private managers and individual
    securities.  SFA also provides administrative, accounting, customer
    service and marketing services to the Trust. In addition to serving as
    advisor to the Trust, SFA provides investment and financial planning
    advice on a regular basis to individuals, qualified plans, corporations,
    charitable organizations, trusts and estates.  The President of SFA is
    J.Andre Weisbrod.  Mr. Weisbrod has over 17 years experience in the
    financial services industry and is majority owner of SFA. 
    
    The Transfer Agent
         The Trust has employed STAAR Financial Advisors, Inc.
    (SFA), principal offices of which are located at 604 McKnight Park Dr.,
    Pittsburgh, PA 15237, to serve as transfer agent, dividend paying agent
    and shareholder services agent for the Trust. 
    
   
    The Custodian
         The Trust has employed StarBank, the principal offices of which are
    located at 425 Walnut Street,.M/L 6118, P.O. Box 1118, Cincinnati, Ohio
    45201-1118 to serve as Custodian for the Trust Funds.
       
 
    Brokerage Allocation
         The Trustees may select brokers who execute purchases and sales of
    each Fund's securities, may place orders with brokers who provide
    brokerage and research services to the Trust and its Advisor, and are
    authorized to pay commissions to such brokers in excess of that which
    might be obtained with other brokers in recognition of services provided. 
    The Trustees may also use a broker-dealer that may have a relationship
    with officers or employees of the Advisor.   
   
    
    Distribution
         Effective 9/3/98The Trust has adopted a Plan of Distribution 
    or "12b-1 Plan" under 
    which it may finance activities primarily intended to sell shares, provided 
    the categories of expenses are approved in advance by the board of trustees 
    and the expenses paid under the Plan were incurred within the preceding 12 
    months and accrued while the Plan is in effect.  The 12b-1 fee paid by the 
    Trust, as a percentage of net assets, for the previous year is listed 
    earlier under "Trust Expenses".
       
 
    Investment Transactions
         Security transaction orders are placed by STAAR Financial Advisors,
    Inc.  SFA strives to obtain the best available prices while considering 
    quality of order execution and other services.  Fixed income securities are 
    generally traded on a "net" basis, which means they are obtained from a 
    dealer acting as principal for its own account and having no stated 
    commission, though a profit for the dealer is built into the price.  
    Initial offerings or securities purchased directly from an issuer 
    will also 
    generally not state a commission, though a profit is built in, often 
    referred to as a discount or concession.

    Net Asset Value
         The Net Asset Value (NAV) of a share of each Fund is calculated based
    on the 4:00 P.M. closing price of securities on each day that the New York
    Stock Exchange is open.  The NAV is determined by dividing the total of
    each Fund's investments and other assets less any liabilities by the total
    number of outstanding shares of each Fund. 
         The value of mutual funds held by any of the Funds will be that value
    provided by such funds according to the methods used by such funds. 
    Because of possible delays obtaining final pricing information regarding
    other mutual funds, the calculation of the NAV of each of the Trust's
    Funds will be performed as soon as possible after 4 P.M., but no later than
    the opening of the market on the next trading day.   The Trust can take no
    responsibility for errors by other mutual funds in reporting their net asset
    values or by third party sources used for pricing.
    
    How to Purchase Shares
    
         Shares may be purchased by individuals, retirement plan trustees,
    corporations and fiduciaries using a written application form (included
    with this prospectus or obtainable from Shareholder Services).  Legible
    photocopies of the form are acceptable if you desire to open more than one
    account.  Additional prospectuses may be obtained by writing or calling
    STAAR Financial Advisors, Inc. at the address and telephone
    number listed on the cover of this prospectus.
         Shares of each fund are purchased at the next offering price after the
    properly executed forms and money are received by the Fund or its
    Transfer Agent.  It should be noted that the Funds must delay pricing until
    any mutual funds owned by each Fund are priced. Therefore, should any
    of the Funds be listed in newspapers, it is likely that the prices reported
    in the newspapers will lag the Funds' actual prices by one day. 
         The minimum initial investment in the Trust is $25,000.  The investment
    may be divided among the Funds by dollar amount or percentage
    allocation, except that the 
       
    minimum initial deposit to any single Fund is
    $1,000. The $25,000 minimum may be satisfied by multiple accounts held
    by the same investor or members of his or her immediate family who reside
    with him or her. The minimum subsequent investment to any single Fund is
    $100, except automatic check draft plans for which the minimum subsequent
    investment is $50.  
        
    The investor is responsible for any losses or fees 
    incurred by the trust or its Advisor or Transfer Agent or Custodian if an
    order is canceled because a check does not clear, and such costs may be 
    deducted from your account. 
         The Trust reserves the right to waive or reduce the minimum initial
    amount for certain investors, including tax-deferred retirement plans. 
         Purchases received after 3:00p.m. on any trading day may be credited
    on the following trading day.   
    
    Additional Investments 
    
         Additional investments to an existing account may be made by mailing
    a check payable to STAAR Investment Trust and specifying the amounts to
    be allocated to each Fund.  Additional investments will be allocated
    among Funds according to the most recent allocation executed if not
    instructed otherwise in writing by the shareholder. However, remember
       
    that the minimum additional investment to any one Fund is $100. 
        
    If you do not specify a
    Fund, and the amount is too small to allocate according to percentage, the
    deposit will be held until instructions can be clarified.  To change your
    allocation percentages, you must submit an Investment Allocation
    Change Form (available from Shareholder Account Services) or indicate a
    new allocation on your statement's Additional Investment Form when you
    send in your next deposit.
      
    How to Sell Shares
    
         Shares may be redeemed as of any day on which the Trust is open for
    business.  The share price received will be the Net Asset Value next
    determined after receipt of a properly executed request for redemption. 
    Payment is generally mailed within five business days after receipt of the
    request.  Payment will be mailed to the name and address of record unless
    specified otherwise with a letter "signature-guaranteed" by a bank, savings
    association, credit union or member firm of a domestic stock exchange or
    the National Association of Securities Dealers, Inc. Redemption requests
    of $5,000 or more must include a signature guarantee.  The minimum
    non-automatic withdrawal from any single Fund is $250.  If the amount in
    the Fund is less than $250, the Fund account will be closed. 
    
    How to Exchange Shares
    
         A shareholder may exchange shares of a Fund for Shares of another
    Fund at Net Asset Value (without a sales charge).  Shareholders are
    limited to six (6) exchanges among Funds within the Trust per calendar
    year.  Exchanges are subject to any applicable minimum initial and
    subsequent purchase requirements and must be in amounts of $500 or
    more to and from any single Fund. 
         Requests for Exchanges may be made by telephone to the Shareholder
    Services line or in writing.  If the request is made in valid form and is
    received before 3:30 P.M. eastern standard time, the exchange will be
    made at the Net Asset Value on the close of that day.  Otherwise, the
    exchange will be made the next trading day.
         Exchanges are allowed only for shares of Funds offered for sale in your
    state of residence at the time of the exchange.  The Trust may terminate or
    modify the Exchange Privilege upon 30 days' prior notice to Shareholders.
         The Trust is not responsible for any taxable capital gains which may be
    caused by an exchange.  Nor is it responsible for any loss of account value
    due to an exchange. 
    
    Reasonable Procedures to Verify Transaction Instructions
         The Trust employs reasonable procedures to verify that transaction
    instructions are genuine.  First, all exchange or redemption requests must
    include personal identification of the caller, the name of the account (as
    recorded), the account number and the Social Security Number or Tax I.D.
    Number of the account holder.  The request must be made by the account 
    holder or authorized person(s) for which written proof of authorization is 
    on file.  Otherwise, the transaction request will not be acted upon.  
    Proceeds of redemptions will be mailed only to the name and address of    
    record unless authorized differently with a signature-guaranteed letter or 
    on the original application.  Regardless, any redemption request in excess 
    of $5,000 must be made with a signature-guaranteed letter. The trust is not 
    responsible for any written transactions which are reasonably considered by 
    Trust or Transfer Agent employees to be made by an authorized person(s). 
     
    Telephone Transactions
         Telephone exchange and redemption privileges are automatically
    extended to shareholders unless they elect not to receive them.  A new
    application must be submitted to elect the privileges for an existing
    account if the shareholder had previously rejected the privileges. 
    Telephone exchanges will only be performed if the caller can provide all
    four of the following:  Name of Account, Account Number, Soc. Security
    Number (or Tax I.D. Number) and a P.I.N. Number which will be set at
    the time your account is opened. Neither the Trust nor the Transfer Agent
    will be liable for complying with telephone requests, which they 
    believe are genuine, using these procedures.  If the Trust or Transfer Agent
    do not employ such procedures, then they may be held liable for
    losses due to unauthorized or fraudulent instructions.  (See "Reasonable
    Procedures" above.) Telephone redemptions of up to $5,000 may be made, but 
    proceeds will only be mailed to the name and address of record.  Telephone 
    requests made after 3:30 P.M. may be processed at the net asset value 
    determined on the next trading day.  

    Shareholder Services
    
         The following valuable services are offered to help make your
    investments work for you as conveniently and effectively as possible:
    
    Assistance for New Shareholders
    
         If you need help filling out forms, or if you have questions regarding
    this prospectus or any of the Funds, you may call the New Account
    Information number listed on the cover of the prospectus.
    
    Shareholder Account Services "Help" Line
    
         You may call the Shareholder Services Line during normal business
    hours (9:00 A.M. to 5:00 P.M, Eastern Time) with questions regarding
    your account or telephone exchange requests. This number is listed on the
    front page of this prospectus.
    
    
    
    Investor Education
    
         From time to time the Trust, through SFA, plans to provide investors
    with valuable educational information regarding investments and financial
    planning, at no additional charge.  
    
    Account Statements
    
         The Trust will provide consolidated statements of each account (by
    name, as registered).  Statements will be generated quarterly and
    Confirmation Statements will be generated when there are transactions in
    your account.  An Asset Allocation chart will be included in quarterly
    statements. 
    
    
    Automatic Reinvestment
    
         Dividends and Capital Gains are automatically reinvested at no sales
    charge unless you specify otherwise on the application or by letter at a
    later date.
    
    Automatic Withdrawals
    
    
         You may elect to have automatic withdrawals taken from any Fund.
    Payments will be made to the name and address of record unless specified
    otherwise with a letter "signature-guaranteed" by a bank, savings
    association, credit union or member firm of a domestic stock exchange or
    the National Association of Securities Dealers, Inc. Payments will be
    generated on the first business day of the month or quarter if you elect
    quarterly distributions.
    
    The minimum monthly or quarterly payment from any Fund is $250
    (except for Minimum Distribution Requirements from qualified retirement
    plans).
    
    Signatures For Any Written Transactions Must Be Exactly As Written On
    Original Application 
    
    Signature Guarantee Needed for Certain Transactions 
    
         For your protection, certain transaction requests may need to be in
    writing and be signature guaranteed by a bank or other eligible guarantor
    institution (Guarantees by Notary Publics are not acceptable).  Additional
    documentation may be needed to determine the authority of any person or
    persons requesting redemption of shares held in the name of corporations,
    trusts, executors, administrators or other fiduciaries.  Requests requiring
    signature guarantees include, but are not limited to:
    
         - Requesting payment of any distributions or withdrawals to
    anyone but the name and address of record.
         - The gifting or transferring of shares to another person.
         -Redemption Requests over $5,000
     
    New Application May Be Needed For Certain Changes 
    
         A new application may be required for certain changes, including, but
    not limited to:
    
         -You wish to register an existing account under a different
    name.
         -You wish to transfer shares of an existing account to another
    person or entity.
         -You wish to add telephone redemption to an account.
     
     
     Dividends, Capital Gains, Distributions & Taxes
    
         Each Trust Fund will distribute substantially all of its taxable net
    income to shareholders as required by  Subchapter M of the Internal
    Revenue Code of 1986, as amended, in order to qualify as a regulated
    investment company and avoid a non-deductible excise tax. Therefore, it is
    expected that the Funds will not be subject to Federal income tax.  A
    Fund's net income consists of all income it earns from its investment
    activity less expenses, including any ordinary income such as
    interest and dividends.  A Fund is required to distribute at least 98% of 
    net earned investment income, 98% of net capital gains received in the 
    twelve month period preceding October 31, and any undistributed balances 
    from the preceding year.
         It is expected that the Intermediate and Long-term Bond Funds will
    distribute dividends on a quarterly basis.(The Trustees may change to a
    monthly basis at their discretion.)  The other Funds will generally
    distribute dividends, if any, on a semi-annual or annual basis.   It is
    expected that capital gains, if any, will be distributed once or twice a 
    year. Distribution dates are determined by the Board of Trustees. 
         Each Fund is treated as a separate entity for federal income tax
    purposes.  Any dividends and capital gains distributions to shareholders
    are ordinarily taxable to the shareholder in the year of distribution. 
    However, the Trust is permitted under the Tax Reform Act of 1986 to
    make distributions up to February 1 that apply to the previous tax year. 
    Dividend and capital gain distributions are taxable to shareholders whether
    they are received in cash or are reinvested in additional shares of a Fund. 
    They may also be subject to various state and local taxes.
             Income generated by another mutual fund which is held in a Fund
    portfolio will be distributed to that Fund after deductions for expenses and
    will be taxable to Shareholders of the Fund in the same manner as any
    other similar income.  Mutual funds may realize taxable gains independent
    of any decision of the Trust to buy or sell shares of such mutual funds. 
    Therefore, it is possible that investors in a Trust Fund may have an
    increased tax liability in any given year.  In general, a Fund will treat
    income to you that is attributable to income generated by any
    mutual funds held by the Fund as having the same character as reported by
    those mutual funds.  In other words, a long-term capital gain reported by a
    mutual fund owned by a Fund will  be passed on to Fund Shareholders as a
    long-term capital gain. 
         In addition to taxable income produced by investments held in a Fund,
    an investor may cause a taxable gain (or loss) to be realized by selling
    shares or by exchanging shares of one Fund for another.  It is
    recommended that Shareholders  consult appropriate tax advisors
    regarding their investments. 
    
    Other Provisions
    
    Right of Trust to Repurchase Shares If Account Falls Below Certain
    Minimums
       
         The Trust also reserves the right to close any account where total 
    Assets in all Trust Funds fall below $5,000.  The Trust reserves the right 
    to close any single Fund account where the assets in that Fund fall below 
    $500.  The Trust will mail a notice of such decision 30 days in advance of 
    taking any action.  You will be informed of your alternatives and given an
    opportunity to respond. If the Trust receives no response by the end of the
    thirty day period, it may close the specified Fund account or the specified
    total Trust account and mail the proceeds to the name and address of record.
        
    Voting
    
         Shareholders are entitled to one vote per share (with proportional
    voting rights for fractional shares), and are able to vote for the election 
    of Trustees as well as any matters which require a vote of shareholders, 
    either by law or by the provisions of the Declaration of Trust.  The Trust 
    is not required to hold annual shareholder meetings.  See "description of 
    Trust" in the Statement of Additional Information. 
    
        Auditors:  Carson & Co., 201 Village Commons, Sewickley, PA 15143
                                        
        Legal Counsel:  Kabala & Geeseman, 200 First Ave., Pittsburgh, PA
                                      15222
    
      
                          
     Glossary
    <PAGE> 1
    12b-1 Fees: Fees paid to Broker-dealers for acquisition and service of
    shareholder accounts under regulation 12b-1.
    
    Asset:  A security or other item of property.  
    
    Asset Allocation:  The apportionment of assets and/or asset classes within
    a portfolio.
    
    Asset Class:  A group of assets having similar characteristics. 
    
    Bond:  A debt instrument whereby an issuer (usually a government agency
    or corporation) borrows money from another entity or individual with a
    legal obligation to pay the lender payments of interest over a specific
    period of time and pay back the original amount borrowed at the end of the
    specified period of time.
    Broker-dealers:  Brokers engage in the business of buying and selling
    securities for others while dealers purchase and sell securities for their
    own accounts.
    Capital:  Wealth in any form employed in or available for the production
    of more wealth. (Funk & Wagnall's definition)
    
    Capital Gains:  Amount of appreciation (gain) or profit above the original
    principal invested.  If the asset has not been sold, the gain is considered
    "unrealized".  When the asset is sold it is considered to be "realized.".
    
    Cash:  Monetary instruments able to be liquidated or utilized immediately
    without penalty and with little risk to principal. These include checking,
    savings, money-market and similar accounts.
    
    Closed-end Fund:  A mutual fund which does not add new shares and
    which is usually traded like a stock on one of the stock exchanges.  (See
    Open-end Fund)
    
    Currency:  A medium of economic exchange usually called "money". 
    
    Currency Risk Management Techniques:  Methods employed by managers
    to guard against portfolio losses due to changes in currency exchange
    rates.  These may include, but are not limited to, the purchase and sale of
    options and futures contracts as well as direct purchase of currencies. 
    Employment of such
    techniques add to expenses and may add other risk elements to a portfolio.
    
    Custodian:  An entity which holds (has custody) of securities for another
    with the responsibility of safeguarding those securities..  
    
    Debt Instruments:  A security in which a party lends capital to another
    party in exchange for an agreement by the borrower to make payments at a
    rate of interest over a specific period of time and pay back the original
    amount borrowed at the end of the specified period of time, or, in the case
    of certain securities such as mortgage bonds, principal may be returned
    incrementally over the life of the instrument.
    
    Derivatives:  An asset which derives its value based on the value of
    another asset.  Examples include, but are not limited to, options and
    futures contracts.
    
    Distributions:  Money, shares or units of an asset removed (distributed)
    from an account.  These may include, but are not limited to, dividends,
    interest, capital gains, sales and "in kind" transfers.
    
    <PAGE> 2
    Diversification:  The division of assets among different assets and types
    of assets, usually to minimize risk.
    
    Dividends:  A sum of money distributed to a shareholder of a stock or
    mutual fund.  A dividend is usually a cash distribution from profits. 
    However, dividends are sometimes paid in the form of additional shares of
    the stock or mutual fund.
    
    Duration:  The average amount of time it takes a bond to return an
    investor's principal investment through a combination of interest and
    principal payments.  Except for "zero coupon" bonds, which pay no
    interest, bond durations are shorter than their maturities.
    
    Emerging Markets:  In international investing, refers to countries having
    newer, less developed economies and investment markets.
    
    Exchange:  1) Refers to the exchange of shares of one of the Funds for
    shares of another.  2)  A  place where brokers meet to trade, purchase and
    sell securities or commodities.
    
    Expense Ratio:  A percentage determined by dividing the annual expenses
    of a Fund by the average daily assets of the Fund. Foreign Currencies: 
    Monetary notes or coins issued by governments other than the United
    States.
    
    Fund:  Refers to money "pooled" from a group of investors and invested
    for them by professional managers.  Investors each own shares of the fund
    proportionate to the amount invested.  Each share represents a portion of
    all assets held by the Fund. Specifically, the term Fund is often used in 
    this prospectus in reference to a specific Fund of the Trust. (See Mutual 
    Fund)

    Global:  The entire world, including the United States.  (See International)
    
    Government Obligations:  Debt instruments issued by a government.

    Growth:  An increase in value.  Usually does not refer to any gains from
    dividends or interest unless re-invested. 
    
    Illiquid:  Not able to be converted to cash easily, quickly or without
    significant penalty.  (See Liquidity)
    
    Income:  Cash payments from an investment.  Usually refers to dividends
    and interest.
    
    Individual Securities:  A single issuer's security (stock, bond, etc.) as
    opposed to a mutual fund share representing ownership of many securities. 
    
    Intermediate (Intermediate-term):  Generally, periods of time of less than
    ten years and more than 52 weeks. (See Long-term and Short-term)
    
    International:  Outside the United States.  (See Global)
    
    Investment Advisor:  A person or company which provides investment
    advice.  In most cases must be registered with the Securities and Exchange
    Commission and specific states as required.
    
    Larger Companies:  Generally refers to companies having market
    capitalization of $5 billion or more. The LCSF is not limited to companies
    in this size range and may include some Mid-Cap stocks.
       
    For LCSF, "larger companies" are defined as those having market 
    capitalization of $3 billion or more.
        

    Liquidity:  The ability to convert an asset to cash.  (See Illiquid)
    
    <PAGE> 3
    Load:  A sales charge assessed either at the time of purchase (front-end
    load) or upon withdrawal (back-end load)  (See Sales Charge)
    
    Long-term:  Generally, periods of time of ten years or longer. 
    (See Intermediate and Short-term)
    
    Management Style:  An investment manager's approach to investing,
    including general principles and philosophy, selection criteria
    and other factors.
    
    Manager:  A person or firm which is in the business of managing
    investment portfolios.
    
    Maturity:  The time when the principal must be repaid on an investment
    such as a bond, certificate of deposit or fixed rate annuity.
    
    Maturity Date:  The date on which an investment becomes due (matures)
    and must be converted to cash by the issuer (redeemed). 
    
    Micro-Cap Stocks: Generally stocks of companies having a market
    capitalization under $1 billion. The SCSF is not limited to companies in
    this size range and may include some Mid Cap Stocks.
    
    Mid-Cap Stocks:  Stocks of companies that have a market capitalization in
    between Larger Companies and Smaller Companies; i.e. between $1 and
    $5 billion. Both the LCSF and SCSF may invest in Mid-Cap stocks.
    
    Money Market:  Generally describes debt instruments having maturities of
    less than 52 weeks.  These include Treasury Bills, Bankers Acceptances
    AND REPURCHASE AGREEMENTS. 
    
    Money Market Funds:  Mutual funds which invest in money market
    instruments and are managed in such a manner as to have a stable (though
    not guaranteed) net asset value.
    
    Mutual Fund:  An entity set up to receive money from a number of
    investors who then hold shares of the fund which proportionately represent
    all the assets held by the Fund.  (See Fund)
    
    Net Asset Value: The value at which a share of a mutual fund may be
    redeemed at the end of each trading day.  It is determined by dividing the
    total of a fund's investments and other assets less any liabilities by the
    total number of outstanding shares of the fund.  (See Public Offering Price)
    
    Non-qualified Plan:  Not eligible for tax-  deductible contributions. 
    Examples include, but are not limited to non-qualified deferred annuities,
    deferred compensation agreements and "split dollar" life insurance plans. 
    (See Qualified Plan )
    
    Numismatic Coins:  Coins that have a value in addition to their monetary
    denominations because of rarity and/or condition. 
    
    Open-end Fund:  A mutual fund which has a changing number of shares
    allowing an unlimited amount of new shares to be purchased and sold
    directly.  (See Closed-end Fund) 
    Operating Expenses:  The ongoing expenses of a mutual fund, including,
    but not limited to, acquisition costs, accounting, administration, computer
    systems, regulatory filings, tax reporting,, personnel, investment
    management fees, printing and general overhead.
    
    Performance:  Usually refers to total return, net of expenses, of an
    investment over a period of time.  (See Total Return)
    
    <PAGE> 4
    
    P.I.N.:  Personal Identification Number
    
    Portfolio:  A list of all the investment assets owned by an individual or
    organization.
    
    Precious Metals:  Metals considered valuable because of scarcity and/or
    economic usefulness and demand. 
    
    Principal:  The value of an original amount invested (property or capital
    owned) apart from any income received.  
    
    Prospectus:  A document containing information about a prospective
    investment.
    
    Public Offering Price:  The maximum price, including the maximum sales
    charge at which an investor can purchase a share of a mutual fund on any
    given day.  (See Net Asset Value)
    
    Qualified Plan:  A retirement plan that qualifies for special tax status by
    the Internal Revenue Service.  Generally, such plans allow pre-tax or
    tax-deductible contributions plus tax-deferral of all gains and investment
    income until withdrawn from the plan. Taxes are due for the year in which
    a withdrawal is made.  Such plans include, but are not limited to Pension
    plans, profit sharing plans, 401(k) plans, 403(b) tax sheltered annuity
    plans, SEP plans and IRA plans.  (See Non-qualified Plan)
    
    Real Estate Investment Trust (R.E.I.T.):  A trust, usually set up as a
    closed-end fund, in which real estate is the main asset type. Shares can
    usually be bought and sold on a stock exchange in the same manner in
    which any individual security is bought and sold.
    
    Redemption:  The buying back of a security or the payment of a debt or
    obligation. 
    
    Retirement Plan:  A qualified or non-qualified investment plan held for
    retirement purposes.  In financial planning, a written plan defining
    objectives, investment projections and strategies for reaching a person's
    retirement objectives. Risk Management:  The practice of identifying risks
    and employing reasonable strategies to minimize those risks.  Investors
    should be aware that there are risks inherent in all investments, and that
    it is unreasonably to expect any investment manager to be able to avoid all
    risks.
    
    S&P 500 Index:  An unmanaged group of 500 stocks selected by the
    Standard and Poor's Corporation.  The numerical index value is a
    representation of the weighted average of the market value of those stocks.
    
    Sales Charge:  A fee charged in connection with the purchase or sale of a
    mutual fund.  This fee is separate from annual expense fees, and may be
    assessed either at the time of initial investment (front-end) or a the time 
    of withdrawal (back-end). Most often these charges are used to cover the 
    costs associated with account acquisition and set-up, including, but not 
    limited to, advertising, promotion and compensation to marketing agents 
    (i.e. broker-dealers or other advisors or solicitors).  (See Load)
    
    Sales Load:  (See Sales Charge and Load)
    
    Sector Funds:  Mutual funds which invest in specific industry or
    geographical sectors, either continually or when management believes a
    sector or sectors of the market offer greater 
    
    <PAGE> 5
    opportunity.
    
    Securities:  Stocks, bonds, notes and other financial instruments,
    investment or profit participation contracts. 
    
    Securities and Exchange Commission:  The regulatory arm of the  U.S.
    government charged with oversight and enforcement of the laws and
    regulations governing the buying and selling of securities and those
    involved in the securities industry.  Individual states also have their own
    securities commissions.
    
    Shares:  A proportional unit of ownership.
    
    Short-term:  Generally, periods of time or maturities of less than 52 
    weeks. (See Intermediate-term and Long-term) 
    
    Smaller Companies:  Small Companies generally are companies with a
    market capitalization under $1 Billion. The SCSF is not limited to
    companies in this size range and may include some Mid-Cap stocks.
       
    For SCSF, "smaller companies" are defined as those having market 
    capitalization of less than $3 billion.
        
    
    Special Situations:  A term referring to investment opportunities arising
    out of special circumstances, such as a company reorganizing after
    bankruptcy or recovering from some other financial situation which has
    reduced its value, a company developing an unusual product or technology
    or an industry, country or economic conditions which present an unusual
    set of conditions for investment.
    
    Stock:  The capital of a corporation represented by Shares.  The value of a
    share of stock is the sum of the perceived market value of the issuer
    divided by the total shares outstanding.
    
    Tax-deferred:  Taxes are not due until an investment is liquidated or
    matures.  Examples of assets in which part or all of the total return is
    tax-deferred include qualified retirement plans, annuities, cash value life
    insurance and most forms of unrealized capital gains.
    
    Tax-exempt:  Taxes are not assessed on income generated.  Usually refers
    to interest paid on specific types of bonds issued by government agencies,
    states and municipalities. 
    
    Total Return:  A measurement of performance of an investment over a
    period of time which includes the sum of net capital gains plus income
    (dividends, interest or other distributions).  Total return is most often
    expressed in dollars or as a percentage, either cumulatively (total increase
    or decrease over a period of time) or as an average (geometric mean) over
    a number of time periods (usually an annual average).  Regarding mutual
    funds, Total Return usually assumes reinvestment of net capital gains and
    dividends.
    
    Transfer Agent:  The entity responsible for processing shareholder
    transactions, including buying and selling shares and the distribution of
    income.
    
    Trust:  A legal entity which holds assets for the benefit of another person
    or entity.
    
    Value:  The intrinsic worth of something,   usually expressed in dollars or
    the monetary measurement of the country in which the investment is held.
    
    Volatility: The ability of an investment's value to change.  A certificate 
    of deposit which cannot be traded daily has very low volatility whereas a
    stock which is traded daily can have a very high degree of volatility.

    Copyright 1996, STAAR Financial Advisors, Inc.
    
    <PAGE>


STATEMENT OF ADDITIONAL INFORMATION
    
    
       
                              THE STAAR INVESTMENT TRUST
        
                              604 McKnight Park Drive
                               Pittsburgh, PA  15237
                                  (412) 367-9076
    
            
         This Statement of Information is not a prospectus.  It relates to the
    Prospectus of the Staar Investment Trust (the "Trust") dated June 30, 1998, 
    as supplemented from time to time.
        
         This Statement of Additional Information should be read in conjunction
    with the Prospectus.  The Trust's Prospectus can be obtained by writing to
    the Trust at the above address or by telephoning the Trust at
    1-800-33ASSET, P.I.N. 3370.
    
       
                                       Date: September 21, 1998
        
      
  <PAGE>    

        
                              THE STAAR INVESTMENT TRUST
         
                        STATEMENT OF ADDITIONAL INFORMATION
                                 TABLE OF CONTENTS

                                             Page
    <TABLE>
    <S>                                      <C>                              
              
    General Information And History          26       
    
            
    Investment Objectives and Policies       26       
    
            
    
    Management of the Funds                  28       
    
            
    
    Control Persons and Principal Holders 
         of Securities                       28       
      
            
    
    Investment Advisory and Other Services   28
    
    Brokerage Allocation and Other Practices 30
    
    Purchase, Redemption and Pricing of 
     Securities Being Offered                30
    Tax Status                               31
    
    Calculation of Performance Data          31
    
    Other Information                        32
    
    Financial Statements                     33
    
    </TABLE>

    <PAGE>

    GENERAL INFORMATION AND HISTORY
    
              The Registrant, 
       
    STAAR Investment Trust (SIT)
        
    was formed on
    February 28, 1996 for the purposes of commencing business as an
    investment company.  It had engaged in no prior business
    activities.

    INVESTMENT OBJECTIVES AND POLICIES
    
              As described in the prospectus, the Trust consists of six series
    Funds, each of which has its own objectives, policies and strategies
    designed to meet different investor goals.  The information below is
    provided as additional information to that already provided in the
    prospectus.
    
         Each Fund has adopted certain fundamental investment policies.
    These fundamental investment policies cannot be changed unless the
    change is approved by (a) 66 2/3% or more of the voting securities present
    in person or by proxy at a meeting (if the holders of 50% or more of the
    outstanding securities are present in person or by proxy) or (b) more than
    50% of the outstanding voting securities of the Fund, whichever is lesser.
    The fundamental policies provide, in addition to those listed in the
    prospectus, as follows:       
         
              (1)  No Fund of the Trust  issues  different classes of 
    securities 
    or securities having preferences of seniority over other classes.
    
               (2)  The Trust will not engage in Short Sales (borrowing stock 
    from someone else and selling it in anticipation of the price going down, at
    which time it is repurchased and returned to the lender).  However it is
    possible that managers of other open or closed end funds owned by a Trust
    Fund may employ short sales.
    
           
         (3) The Trust will not purchase securities with borrowed money (or
    margin).  The Trustees will attempt to avoid purchasing shares of any
    other mutual funds which utilize margin purchases other than in amounts
    less than five (5%) percent of its portfolio.  In general, the policy of the
    registrant is to avoid debt. It will not borrow money, except where it
    would become necessary to allow the Trust to maintain or improve its
    day-to-day operations in the interest of Fund shareholders.  For that
    purpose, the Trust may obtain a line of credit or obtain specific financing
    from a bank, other financial institution or individual(s). 
    
        (4)  The Trust will not act as an underwriter of other issuers, except
    to the extent that in selling portfolio securities, it may be deemed to be a
    statutory underwriter for the purposes of the Securities Act of 1933.
    
         (5) There are no fundamental policies relating to concentration of
    investments in a particular industry or group of industries. 
    
         (6)The purchase of real estate is permitted in the AltCat (ACF)
    Fund.  The majority of any real estate holdings, if any, will be in Real
    Estate Investment Trust (REITs) and / or real estate-oriented mutual funds,
    thereby preserving a high degree of liquidity that is not possible with 
    other forms of real estate ownership.  However, if a special situation 
    arises which the Trustee  considers to be advantageous to the Fund, a real 
    estate asset with limited liquidity may be owned as long as it does not 
    exceed five percent (5%) of the total value of the Fund at the time of 
    purchase.  If other assets decline in value so as to force such an asset to 
    exceed five percent (5%), the Trustees will attempt to sell the asset if a 
    favorable price can be obtained.  However, if it is not in the best 
    interest 
    of the shareholders the Trustee may delay such sale until a more favorable 
    time.
    
               The  purchase of real estate mortgage loans is permitted in the
    Bond Funds (IBF and LTBF) and the AltCat Fund (AFC).  Such
    mortgages will generally be in government agency backed loans such as
    GNMA ("Ginnie Mae") loans.  However, a minority of mortgage
    securities owned by a Fund may be in non-government agency backed
    loans.
        
         (7) Commodities and Precious Metals or securities and contracts
    deriving their value from Commodities and Precious Metals may be
    purchased only in the AltCat Fund and not in the other Funds.
    
          (8)  Trust Funds may not loan cash or portfolio securities to any
    person.  However, this does not prevent managers of other mutual funds
    owned by a fund from making such loans within their portfolios.
    
           (9)  The Trust and any managers it employs may use Derivatives,
    which are financial instruments which derive their values from the
    performance of another security, assets or index. Derivatives include
    options and future contracts. 
    
         The writing of Put and Call options are permitted by the Trust and
    any managers it may employ.  However, the use of such options is to
    represent a minority of any managers activity, and will be employed in a
    conservative manner to  protect a profit or offset losses in the event of
    projected significant price reductions. The Trustees or a manager
    employed by them may purchase a Put, which provides the right to sell a
    security to another party at a predetermined price within a period of time.
    Similarly a Call option may be purchased which provides the right to
    purchase a security at a predetermined price within a period of time.  A
    Call option may also be sold to another party.  Such options will be
    "covered", meaning the Fund owns an  amount of the underlying
    security equal to or greater than the amount of the security represented in
    the option.  Put options will not be sold because, in the Advisor's 
    opinion, 
    they expose a Fund to additional risk which The Trustees wish to avoid. 
    Similarly, options based upon indexes or other assets, such as
    commodities, may be purchased to protect a portfolio, but not sold where a
    Fund would be required to pay cash to another party based upon a future
    price change. Any mutual funds owned by a Fund will be screened to
    determine if such mutual funds' policies on options, futures, margin or
    other strategies differ greatly from that of the Trust; however, the 
    Trustees will not be able to control the use of such strategies by mutual 
    funds.  Therefore, at any given time a Fund's risk could be increased  to 
    the extent managers of other mutual funds employ these kinds of strategies 
    in a manner inconsistent with the Trust's policies.
        
              There are no restrictions regarding portfolio turnover. While the
    trust recognizes that a higher portfolio turnover will, in most cases,
    increase expenses, there are times when a high turnover may be justified,
    either to protect a portfolio against certain kinds of risks or to take
    advantage of opportunities presented by market conditions.  In general, the
    Trust's objective is to keep expenses, and, therefore, turnover, as low as
    possible.  This objective will be considered when screening other mutual
    funds for possible inclusion in a Fund's portfolio.
    
    
         The Trust has certain non-fundamental policies which may be
    changed by the Trustees. Among these are the following:
              1) No Fund may   invest in securities for the purpose of
    exercising control over or management of an issuer; or  
              2)  purchase securities of a closed-end or other investment
    company where the shares are not registered in the United States pursuant
    to applicable securities laws.
           
    
    
    MANAGEMENT OF THE FUNDS
    
    Trustees
    <TABLE>
    <CAPTION>
    Name                    Position Held               Principal Occupation(s)
    & Address               With Registrant             during Past 5 Years   
    <S>                     <C>                         <C>      
       
         
    J. Andre Weisbrod       President of Trustees       President STAAR
                                                        Financial Advisors,
                                                        Inc., Pittsburgh, PA 
 
    Ronald Benson           Secretary                   Business Consultant,
                                                        Regional Director,
                                                        Fellowship of Companies
                                                        for Christ,International

    Jeffrey Dewhirst        Trustee                     Investment  Banker, 
                                                        Sewickley, PA 

    John H. Weisbrod        Trustee                     Retired President of
                                                        Sea Breeze Laboratories 
    
    </TABLE>
    Control Persons and Principal Holders of Securities
    
          There are no Control Persons or Principal Holders to report.
    
              The Declaration of Trust and the By-Laws of the Trust provide for
    indemnification by the Trust of its Trustees and Officers against
    liabilities and expenses incurred in connection with litigation in which 
    they may be involved as a result of their positions with the Trust, unless 
    it is finally adjudicated that they engaged in willful misconduct, gross 
    negligence or reckless disregard of the duties involved in their offices, 
    or did not act in good faith in the reasonable belief that their actions
    were in the best interest of the Trust and the Funds.
    
    
    INVESTMENT ADVISORY AND OTHER SERVICES
    
                  The Advisor to the Trust is STAAR Financial
    Advisors, Inc. (SFA), 604 McKnight Park Dr., Pittsburgh, PA 
    15237.  The President and principal owner of SFA is J. Andre
    Weisbrod. No other stockholder of the Advisor owns 5% or more of
    the Advisor.
    
              John H. Weisbrod, member of the Board of Trustees, is a minority
    stockholder of the Advisor and father of J. Andre Weisbrod.
    
    
              Fees to be paid to the Advisor by terms of the Advisory
    Agreement (including "management-related service contract" provisions)
    are as follows:  The Trust will pay the Advisor a fee based on the average
    daily assets in each Fund monthly as follows:
    <TABLE>
    <CAPTION>
       
                                      Monthly Rate         Annualized
      <S>                             <C>                  <C> 
    INTF, LCSF & SCSF                 .0750%               .90%
    LTBF                              .0600%               .72%
    IBF                               .0525%               .63%
    ACF                               .0750%               .90%
    </TABLE>
        
         These are maximum fees and will be accrued daily and paid at the 
    closing of the last business day of the month.  The Advisor has agreed to 
    waive fees as needed to keep advisor fees plus any 12(b)-1 fees from 
    exceeding 1% of average net assets through 1999.
    
    CUSTODIAN
         The Registrant has contracted with Star Bank of Cincinnati, Ohio to be 
    the Trust's custodian.
    
    
    BROKERAGE ALLOCATION AND OTHER PRACTICES
    
         
         Transactions in Fund portfolios will generally be made with regard to
    volume and other discounts to keep transaction expenses as low as
    possible.  The Trust may use brokers with which higher commissions are
    paid than could be obtained elsewhere in return for research and other
    services.  There is no restriction as to the number of broker-dealers the
    Trust may use. 
    
         It is anticipated that the Trust will use Mr. J. Andre Weisbrod,
    President of the Advisor, as a broker for a portion of the Trust's
    transactions. It is anticipated that, over time, the fees paid by 
    the Trust to the Advisor may be less due to Mr. Weisbrod's ability to 
    receive income from a portion of the Trust's transactions. 
    
          The criteria for selection of broker-dealers will include convenience,
    reasonableness of commissions, availability and selection of securities (i.e
    mutual fund selling agreements, bond inventories and access to
    exchanges), and value-added services provided (i.e. research and reports). 
    At least once every two years, commission structures will be compared
    with at least two representative firms, including a full-service brokerage
    and a discount brokerage not currently used by the Trust.  If the Trustees
    determine that any broker(s) currently used are not reasonable with regard
    to price and service, a change of such brokers will be made unless more
    favorable arrangements can be obtained. 

       
    12b-1 Plan

    Effective September 3, 1998 The Trust has adopted a Plan of Distribution or 
    "12b-1 Plan" under which it may finance activities primarily intended to 
    sell shares, provided 
    the categories of expenses are approved in advance by the board of trustees 
    and the expenses paid under the Plan were incurred within the preceding 12 
    months and accrued while the Plan is in effect.  12b-1 expenses 
    may not exceed .25% of a
    Fund's average net assets annually. Any 12b-1 fees paid by the 
    Trust, as a percentage of net assets, for the previous year are listed 
    In the prospectus under "Trust Expenses".  12b-1 expenses 
    may not exceed .25% of a
    Fund's average net assets annually.  Due to these distribution expenses, 
    long-term shareholders may pay more than the economic equivalent of the 
    maximum front-end sales charge permitted by the National Association of 
    Security Dealers, Inc.
        

    
    PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING
    OFFERED
    
              Detailed information on Purchase and Redemption of Shares as well
    as Pricing is included in the Prospectus. The Trust may suspend the right
    to redeem shares or postpone the date of payment upon redemption for
    more than seven (7) days for (a) any period during which the New York
    Stock Exchange is closed or trading on the exchange is restricted; (b) for
    any period during which an emergency exists which makes it impossible
    or impractical for the Funds to dispose of securities owned by them or the
    Funds cannot determine the value of their respective net assets or for
    such other periods as the Securities and Exchange Commission may
    permit.
           
    TAX STATUS
    
              Detailed information concerning the tax status of the Trust is
    contained in the Prospectus. 
    
    
    CALCULATION OF PERFORMANCE DATA
    
              Each Fund's performance will be calculated on a Total Return 
    basis, which is the sum of any income paid and any realized or unrealized 
    gain or loss of principal.  From time to time, the Funds may publish their 
    average total returns for periods of time. The formula for calculating such 
    returns is as follows:
    
                                
                                  P(1 + T)n = ERV
         
    
    where:
    
         P =  a hypothetical initial payment of $1,000
         T =  average annual total return
         n =  number of years
        ERV = ending redeemable value of a hypothetical $1,000 payment
    made at the beginning at the 1, 5 or 10 year periods at the end of the 1, 5
    or 10 year periods (or fractional portions thereof)  Other time periods may
    be used from time to time.
    
         Dividends and capital gains are assumed to be reinvested.
        Total Return Performance Since Inception
    
    <TABLE>
    <CAPTION>
    
    			  IBF      LTBF     LCSF     SCSF     INTF     ACF
       
    <S> 	        <C>      <C>      <C>      <C>      <C>      <C>
        
    Payment         $1000    $1000    $1000    $1000    $1000    $1000
    
    Av.Annualized
    Tot Ret         4.8%     9.1%     20.0%    12.9%    7.6%     5.0%
    
    Years: 4/4/96
    to 12/31/97     1.74     1.74     1.74     1.74     1.74     1.74
        
    Ending
    Value           1084.66  1164.04  1374.02  1234.39  1135.71  1089.07
    
     
    </TABLE>
    
    
         Where Yield is calculated, the following formula is used: 
                                        
                       YIELD = 2 [(a-b + 1)6 - 1]
                                    cd
    
         where:
    
         a =  dividends and interest earned during the period.
         b =  expenses accrued for the period (net of reimbursements).
         c =  the average daily number of shares outstanding during the period
         that were entitled to receive dividends.
    
         d =  the maximum offering price per share on the last day of the
         period.
       
       Yield Calculation 30 Days Ended 12/31/1997
    <TABLE>
    <CAPTION>
    
    			    IBF      LTBF     LCSF     SCSF     INTF     ACF 
     
    <S> 	          <C>      <C>      <C>      <C>      <C>      <C>
    
    Divs &
    Int Earned        3450     1797     7965     3114     10486    2939
     
    Expenses
    Accrued           316      190      1008     931      874      242
    
    Avg. Shrs.
    Outstanding       63188    30768    95566    99304    98235    28474
        
    Max
    Offering
    price end
    of Period         10.22    10.81    12.16    11.44    10.50    10.54
    
    
    30 Day
    Yield             5.89%    5.87%    7.29%    2.32%    11.45%   11.03%
    
    </TABLE>
        
    
    
    OTHER INFORMATION
    
              The Prospectus and this Statement of Additional Information do not
    contain all of the information contained in the Trust's registration
    Statement. The Registration Statement and its exhibits may be examined
    at the offices of the Securities and Exchange Commission in Washington,
    D.C.
    
              Statements contained in the Prospectus and this Statement of
    Additional Information as to the contents of any agreement or other
    document referred to are not necessarily complete and reference is made to
    the copy of the agreement or document filed as an exhibit to the
    Registration Statement for their complete and unqualified contents.
    
    
      
  <PAGE>
    
    FINANCIAL STATEMENTS
       
    STAAR INVESTMENT TRUST
    FINANCIAL STATEMENTS
    DECEMBER 31, 1997
    
    CERTIFIED PUBLIC ACCOUNTANTS
    CARSON & COMPANY
    P.O. BOX 395                  
    201 VILLAGE COMMONS                                           
    SEWlCKLEY, PA 15143 
    (412) 741-8588                 
    FAX (412) 741-0833
    
    Independent Auditor's Report
    
    To the Shareholders and Trustees
    Staar System Trust
    
    We have audited the statement of assets and liabilities, including the
    schedules of  investments of Staar System Trust (comprising, respectively,
    the Intermediate Bond Fund, Long Term Bond Fund, Larger Company
    Stock Fund, Smaller Company Stock Fund, International Fund and
    Alternative Categories Fund) as of December 31, 1997, and the
    related statements of operations and cash flows for the period then ended,
    the statement of changes in net assets for the period then ended, and the
    selected per share data and ratios for the period then ended. These 
    financial statements and per share data and ratios are the responsibility 
    of the Trust's management. Our responsibility is to express an opinion 
    on these financial statements and per share data and ratios based on 
    our audit.
    
    We conducted our audit in accordance with generally accepted auditing
    standards. Those standards require that we plan and perform the audit to
    obtain reasonable assurance about whether the financial statements and per
    share data and ratios are free of material misstatement. An audit includes
    examining, on a test basis, evidence supporting the amounts and
    disclosures in the financial statements. Our procedures included
    confirmation of securities owned as of December 31, 1997 by
    correspondence with the custodians. An audit also includes assessing the
    accounting principles used and significant estimates made by management,
    as well as evaluating the overall financial statement presentation. We
    believe that our audit provides a reasonable basis for our opinion.
    
    In our opinion, the financial statements and selected per share data and
    ratios referred to above present fairly, in all material respects, the 
    financial position of each of the respective portfolios constituting the 
    Staar System Trust as of December 31, 1997, the results of their operations 
    and their cash flows for the period then ended, the changes in their net 
    assets for the period then ended, and the selected per share data and 
    ratios for the period then ended, in conformity with generally 
    accepted accounting principles.
    
     Sewickley, PA
     May 29, 1998
    
      
  <PAGE>
                   STAAR SYSTEM TRUST                          
            STATEMENT OF ASSETS AND LIABILITIES
                     DECEMBER 31, 1997
    
                          ASSETS
    <TABLE>
    <CAPTION>
    <S>                                           <C>
    Investments in securities, at value -            
     indentified cost $4,574,944(Note 4)          $ 4,834,394
    Cash                                                1,031
    Bond Interest Receivable                           16,692
    
       Total Assets                                 4,852,117
    
                        LIABILITIES
    Note Payable - Investment Advisor (Note 5)          1,422
    Accounts Payable - Investment Advisor               3,526
    Accrued Capital Stock Tax                              75
    Accounts Payable - Trustees                           675
    
       Total Liabilities                                5,698
    
                       NET ASSETS
    
    Net assets (see supplemental information for
       per share data by shares of beneficial
       interest outstanding) (Notes 3 and 4)      $ 4,846,419
    </TABLE>

    NOTE: The accompanying notes are an integral part of these financial
    statements.
    
      
  <PAGE>
    
         1 SST INTERMEDIATE BOND FUND  Portfolio Valuation Date 12/31/1997 
    
    
    <TABLE>
    <CAPTION>
     
    
    Quantity Description                    UnitCost Price     Cost     MktVal   
UnrealG/L  % of Val.
    
    <S>     <C>                             <C>      <C>       <C>      <C>       
<C>       <C>
        
    13,823  Cash & Equiv.                   100.00   100.00    13,823   13,823        
0      2.3%
    
    20,000  US Tr Nt 6.50 4/30/99           100.73   101.03    20,146   20,206       
60      3.3%

    45,000  US Tr Nt 6.25 8/31/00            98.97   101.31    44,535   45,591    
1,056      7.4%

    20,000  US Tr Nt 6.375 8/15/02          100.45   102.53    20,089   20,506      
417      3.4%

    20,000  US Tr Nt 6.5 5/15/05            100.19   104.2     20,038   20,844      
806      3.4%

    25,000  US Tr Nt 7.0 7/15/06            100.77   107.94    25,192   26,984    
1,793      4.4%  
        
    10,000  FHLMC Deb 6.06 6/09/00           99.87   100.00     9,987   10,000       
13      1.6%

    25,000  FHLMC Deb 6.5 9/30/04           100.00    99.97    25,000   24,992       
(8)     4.1%

    20,000  FHLMC Deb 5.8  3/19/99           99.25    99.75    19,850   19,950      
100      3.3%

    40,000  Fed Hm Ln Bk 5.94 1/30/01        99.82    99.47    39,929   39,787     
(141)     6.5%

    25,000  Fed Nat Mtg Ass 7.32 5/3/06     100.00   103.00    25,000   25,750      
750      4.2%

    25,000  Fed Nat Mtg Ass 7.52 4/23/04    101.39   101.13    25,348   25,281      
(67)     4.1%

    25,000  Fed Nat Mtg Ass 7.43 8/04/05    100.00   101.00    25,000   25,250      
250      4.1%
 
    35,000  Fed Nat Mtg Ass 6.51 11/05/02   100.49   100.00    35,170   35,000     
(170)     5.7%

    20,000  TVA Pwr 93Ser 6.125 7/15/03      97.00   100.38    19,400   20,075      
675      3.3%

    13,000  TVA Pwr 95Ser 6.375 6/15/05      97.25   101.75    12,643   13,228      
585      2.2%

    25,000  Avco Fin Srv 7.375 8/15/01      102.00   103.75    25,500   25,938      
438      4.2%
    
    20,000  BellSth Tel NC 6.5 2/01/00      100.25   101.00    20,050   20,200      
150      3.3%

    20,000  DetEd SecMdTrch#59 6.27 3/15/00 100.00   100.25    20,000   20,050       
50      3.3%

    20,000  IBM NT BkEnt NC 7.25 11/01/02   102.14   102.00    20,427   20,400      
(27)     3.3%

    35,000  IBM Cred Corp MTN 6.25 10/2/00  100.00    99.75    35,000   34,913      
(88)     5.7%

    31,000  Marriott Intl 7.125 6/1/07      102.50   103.75    31,775   32,163      
388      5.3%

    25,000  M Lynch&Co NTS NC 8.0 2/01/02   103.50   105.88    25,875   26,469      
594      4.3%

    15,000  Morg Stnly Nt 6.375 12/15/03     96.90    99.63    14,535   14,944      
409      2.4%

    30,000  Student Ln Mkt Ass 6.07 2/14/02  99.50    99.00    29,850   29,700     
(150)     4.9%
    
    
    Total Account                                              604,162  612,044   
7,882    100.0% 
    
</TABLE>
    See notes to financial statements
    
      
  <PAGE>
     2 SST LONG TERM BOND FUND Portfolio Valuation Date 12/31/97
    
    <TABLE>
    <CAPTION>
    

    Quantity Description                    UnitCost  Price    Cost     MktVal   
UnrealG/L   % of Val.
    
    <S>     <C>                             <C>      <C>       <C>      <C>        
<C>         <C>
        
    38,233  Cash & Equiv.                   100.00   100.00    38,233   38,233         
0       11.4%

    10,000  US Tr Nt 5.625 2/15/06           92.70    98.88     9,270    9,888       
618        3.0%

    55,000  US Tr Nt 7.25 5/15/16           101.92   113.88    56,078   62,631     
6,553       18.7%

    25,000  US Tr Nt 7.125 2/15/23          100.88   114.13    25,219   28,531     
3,312        8.5%

    15,000  US Tr Nt 6.875 8/15/25           99.99   111.50    14,998   16,725     
1,727        5.0%

    20,000  US Tr Nt 7.25 8/15/22           100.81   115.53    20,163   23,106     
2,944        6.9%

    20,000  FHLMC Deb 7.375 10/25/11         99.50   103.31    19,900   20,663       
763        6.2%

    20,000  Bear Strn MtnTr798 7.4 11/20/17 100.00    99.00    20,000   19,800      
(200)       5.9%

    20,000  Disney Co Mtn Semi 7.75 9/30/11 100.00   104.50    20,000   20,900       
900        6.2%

    10,000  FPL Grp Cap Inc 7.625 5/01/13   100.26   104.13    10,025   10,413       
388        3.1%

     5,000  GE Cap Md Trm NTS 7.35 8/08/11   98.67   101.00     4,933    5,050       
117        1.5%

    20,000  Gen Mot Corp Nts 7.10 3/15/06    99.31   104.50    19,861   20,900     
1,039        6.2%

    15,000  Morgn Stnly Cap Gr 7.45 7/3/12  100.00   101.63    15,000   15,244       
244        4.6%

    12,000  NY Tel Co Ref Mtg R 7.5 3/1/09  100.25   102.00    12,030   12,240       
210        3.7%

    15,000 Salomon Inc Mtn G 7.75 7/15/16   100.00   100.13    15,000   15,019        
19        4.5%

    15,000  So.Westn Bell Deb 6.75 6/01/08   96.25   101.13    14,438   15,169       
731        4.5%
        
        
    Total 
    Account                                                    315,147  334,510
    
19,363      100.0%
    
    
    </TABLE>
    See notes to financial statements
    <PAGE>
      
  3 SST LARGER COMPANY STOCK FUND Portfolio Valuation Date 12/31/97
    <TABLE>
    <CAPTION>
    
Quantity Description                        UnitCost Price   Cost     MktVal   
UnrealG/L   % of Val.
    
    <S>     <C>                             <C>      <C>     <C>      <C>           
<C>         <C>
        
    38,233  Cash & Equiv.                   100.00   100.00  38,233   38,233         
0           11.4%

    
    U.S. Lar
    ger Comp
    any Stoc
    k Mutual
    Funds   
    
    993     Clipper Fund                    68.29    76.86   67,808   76,317
8,510       6.0%

    1302    Dodge & Cox Stock Fund          85.57    94.57   111,439  123,163
11,724      9.6%
    
    10309   Franklin Equity Fund Cl 1       10.36    9.74    106,780  100,408
(6,372)     7.9%
 
    2799    Franklin Growth Fund Cl 1       24.79    27.09   69,378   75,817
6,439       5.9%
      
    4528    Fundamental Investors Fund      24.71    27.40   111,893  124,062
12,170      9.7%
       
    1863    Managers Income Equity Fund     29.81    31.07   55,519   57,871
2,352       4.5%
    
    4549    Putnam Investors A Fund         10.99    11.24   50,000   51,129
1,129       4.0%

    916     Torray Fund                     33.33    33.85   30,532   31,011
479         2.4%

    2,536   T Rowe Price Equity Income      21.23    26.07   59,987   73,658
13,671      5.8%    
    
    5,737   Washington Mutual Investors     24.87    30.35   142,700  174,117
31,417      13.6%
    
    U.S. Lar
    ger Comp
    any Stoc
    k Unit
    Trusts
    
    3,500   Peroni Top 10 Grwth Tr 97 Ser   9.94     14.01   34,794    49,051
14,258      3.8%

    5,000   Peroni Top 10 Grwth Tr 98 Ser   9.89     10.08   49,432    50,379
947         3.9%
    
    U.S. Mi
    d-Cap L
    arger 
    Company
    Stocks
    
    1,266   Mairs and Power Growth Fund     63.60    86.67   80,531    109,746
29,215      8.6% 
    
    1,530   Strong Schafer Value Fund       49.28    63.90   75,389    97,750
22,362      7.7%
        
    Total
    Account                                                  1,128,012 1,276,312

148,300     100%    

    </TABLE>
    See notes to financial statements
    <PAGE>
      
  4 SST SMALLER COMPANY STOCK FUND Portfolio Valuation
                                                            12/31/97
    
    <TABLE>
    <CAPTION>
    
    Quantity Description                    UnitCost Price   Cost      MktVal   
UnrealG/L   % of Val.
    
    <S>     <C>                             <C>      <C>     <C>       <C>           
<C>         <C>
        
    76,532  Cash & Equiv.                   100.00   100.00  76,532    76,532      
0           6.5%
 

    U.S.
    Small
    er
    Com
    pany
    Stock
    Mutu
    al
    Fund
    s
    
    
    6,382   Acorn Fund                      15.88    16.99   101,341   108,433
7,091       9.2%    
    
    10,132  Franklin Small Cap Growth Fund  20.48    22.93   207,495   232,331
24,837      19.7%
    
    6,735   Ivy Emerging Growth Fund A      25.93    27.67   174,629   186,368
11,739      15.8%
    
    802     Managers Special Equity Fund    50.14    61.17   40,215    49,059
8,844       4.2%
    
    6,638   SSGA Small Cap Fund             18.91    21.02   125,543   139,525
13,982      11.8
    
     U.S.
    Mid-
    Cap
    small
    er
    Com
    pany
    Stock
    s
    
    1,308   PBHG Growth Fund                25.21    25.39   32,990    33,219
229         2.8%
    
    2,369   Putnam Capital Apprec. Fund A   21.32    21.48   50,499    50,889
389         4.3%

    2,953   T Rowe Price New Horizons Fd    22.83    23.30   67,429    68,808
1,379       5.8%    
    
    U.S.
    Micr
    ocap
    Stock
    Mutu
    al
    Fund
    s
    
    10,373  Franklin Microcap Value Fund    19.16    22.44   198,711   232,766
34,055      19.8%
    
    Total                                                    
    Account                                                  1,075,384 1,177,931
102,547     100%
    
</TABLE>
    See notes to financial statements
    <PAGE>
      
  5 SST INTERNATIONAL FUND Portfolio Valuation Date 12/31/97
    <TABLE>
    <CAPTION>
     
    Quantity Description                    UnitCost Price   Cost      MktVal   
UnrealG/L   % of Val.
    
    <S>     <C>                             <C>      <C>     <C>       <C>           
<C>         <C>
        
    64,040  Cash & Equiv.                   100.00   100.00  64,040    64,040      
0           5.7%   

    Inter
    natio
    nal
    Stock
    Mutu
    al
    Fund
    s

    5,162   Europacific Fund                26.09    26.02   134,672   134,311  
(361)       11.9%   
    
    3,606   Hotchkis & Wiley Int'l Fund     20.49    22.67   76,173    84,269
8,097       7.5%
    
    6,118   Ivy International Fund          35.77    39.03   218,880   238,802
19,922      21.2%
    
    4,520   Putnam Int'l Growth Fund A      16.59    16.67   75,000    75,351
351         6.7%

    5,929   T Rowe Price Int'l Stock Fund   13.23    13.42   88,558    89,830
1,273       8.0%
    
    23,182  Templeton Foreign Fund I        10.47    9.95    242,624   230,662
(11,962)    20.5%
    
    4,307   Warburg Pincus Int'l Equity Fd  20.22    17.01   87,065    73,261
(13,804)    6.5%
    
    Develop
    ing Mar
    kets Mu
    tual
    Funds   
    
    10,491  Templeton Developing Mkts Tr I  15.47    12.94   162,342   135,753
(26,589)    12.1%

    Total
    Account                                                  1,149,352 1,126,278
(23,074)    100%
    
    </TABLE>
    See notes to financial statements
    <PAGE>
      
  6 SST ALTCAT FUND Portfolio Valuation 12/31/96
    <TABLE>
    <CAPTION>

    Quantity Description                    UnitCost Price   Cost      MktVal   
UnrealG/L   % of Val.
    
    <S>     <C>                             <C>      <C>     <C>       <C>           
<C>         <C>
        
    38,076  Cash & Equiv.                   100.00   100.00  38,076    38,076      
0           12.4%       

    U.S.
    Mid-
    Cap
    Large
    r
    Com
    pany
    Stock
    Mutu
    al
    Fund
    s

    687     Muhlenkamp Fund                 32.82    36.55   22,537    25,096      
2,559       8.2%    

    Glob
    al
    Small
    er
    Co.
    Stock
    Mutu
    al
    Fund
    s

    2,111   Franklin Mutual Discovery Fd I  18.47    18.83   38,993    39,742      
749         12.9%        
    
    421     Small Cap World Fund I          26.12    25.98   10,995    10,936    
(60)        3.6%    
    
    Alter
    nativ
    e
    Cate
    gorie
    s

    478.41  Franklin Gold Fund I            14.58    8.45    6,973     4,043
 (2,931)    1.3%
    
    1,589   Franklin Real Estate Sec Fd I   14.63    18.09   23,245    28,747
5,501       9.4%
       
    2,688   Franklin Nat. Resources Fd I    14.71    14.34   39,545    38,539
(1,006)     12.5%
    
    4,354   Ivy China Region Fund A         9.44     8.04    41,114    35,007     
(6,107)     11.4%
    
    3,101   Templeton Latin America Fund I  12.14    12.79   37,662    39,667     
2,005       12.9%
    
    920.86  Templeton Global Real Estate I  13.88    15.38   12,782    14,163     
1,381       4.6%
    
    703     Vanguard Special Energy Fund    23.09    24.14   16,229    16,966     
737         5.5%

    227     Vanguard Special Health Fund    64.83    71.88   14,737    16,339     
1,602       5.3%    
    

    Total
    Account                                                  302,887   307,319     
4,432       100%    

    </TABLE>
    See notes to financial statements
    <PAGE>
    
    STAAR SYSTEM- TRUST
    STATEMENT OF OPERATIONS
    PERIOD FROM INCEPTION (MARCH 19, 1996) THROUGH
                       DECEMBER 31, 1996
    <TABLE>
    <CAPTION>
    <S>                                            <C>         <C>
    Investment Income
          Mutual fund dividends                    $ 69,802
          Interest and money market
          fund dividends                             54,502
             Total Income                                      $124,304
    
    Expenses
       Investment advisory fees (Note 5)           $ 24,976
       Trustee fees (Note 5)                       $  2,700
       Foreign Taxes Paid                          $  2,107
       Pennsylvania Capital Stock Tax              $    300
       Interest                                    $     70
       Other Expenses                              $    189    
             Total Expenses                                    $ 30,342
    
             Investment income-net                             $ 93,962
    
    Realized and unrealized appreciation on
     investments
       Realized long term capital gain dividends
       from mutual funds                           $135,279
       Sales of securities                         $  6,577
                                                               $141,856

       Unrealized appreciation of investments for
            the period (Note 4)                                $188,631
          Net realized gain and unrealized apprec
            iation on investments                              $330,487
    
             Net increase in net assets resulting
              from operations                                  $424,449
    </TABLE>
    NOTE: The accompanying notes are an integral part of these financial
    statements.
    
      
  <PAGE>
    STAAR SYSTEM TRUST
    STATEMENT OF CHANGES IN NET ASSETS
 
    <TABLE>
    <CAPTION>
                                                                     Period From 
                                                                     Inception 
                                                    Year Ended       (3/19/96)
                                                    December 31,     Through 
                                                    1997             12/31/96
    <S>                                             <C>              <C>   
    Increase in net assets from operations:
       Investment income- net                       $   93,962       $  42,940
       Net realized gain on investments             $  141,856       $  46,523
       Unrealized appreciation of investments       $  188,631       $  70,817
    
             Net increase in net assets resulting
              from operations                       $  424,449       $ 160,280
    
    Distributions to shareholders from:
       Investment income                            $( 87,129)       $( 38,885)
       Realized long term gains - mutual funds      $(141,856)       $( 46,523)
             Total distributions                    $(228,985)       $( 85,408)
    
    Capital share transactions (Note 3)
       Purchases                                    $2,044,858       $2,465,597
       Redemptions                                  $( 238,765)      $(  10,000)
       Reinvestment of dividends                    $  228,985       $   85,408
          Net increase in net assets resulting 
             from capital share transactions        $2,035,078       $2,541,005
    
             Total increase in net assets           $2,230,542       $2,615,877
    
    Net assets
       Beginning of period                          $2,615,877       $        0
    
       End of period (including undistributed
          Investment income of $10,888 and $4,055)  $4,846,419       $2,615,877
    </TABLE>
    
    NOTE: The accompanying notes are an integral part of these financial
    statements.
    
      
  <PAGE>
    STAAR SYSTEM TRUST
    STATEMENT OF CASH FLOWS
    YEAR ENDED DECEMBER 31, 1997
    <TABLE>
    <CAPTION>
    <S>                                                     <C> 
                                               
     Net increase in net assets from operations             $  424,449
    
    Adjustments required to reconcile to net cash
    provided by operating activities:
    
          Unrealized appreciation of investments              (188,631)
          (Increase) decrease in:
             Bond Interest Receivable                           (8,737)
    
          Increase (Decrease) in:
             Accrued Interest                                       70
             Taxes Payable                                        (225)
             Accounts Payable                                    1,802
     
       Net cash provided by operating
        activities                                             228,728
    
    Cash provided (used) by investment activities
       Investments Purchased                                (2,224,344)
       Sales or redemptions                                    189,447
    
       Net cash (used) by investment activities             (2,034,897)
    
    Cash provided (used) by financing activities
       Advance on note payable - Investment Advisor                300
       Shareholder Contributions                             2,044,858
       Shareholder Redemptions (including $158,682
          Re-invested in other Trust Funds)                   (238,765)
       Dividends declared                                     (228,985)
       Dividends reinvested by shareholders                    228,985
    
       Net cash provided by financing activities             1,806,393
    
    Increase (Decrease) in Cash During Period                      224
    
       Cash Balance - beginning of period                          807
       Cash Balance - end of period                         $    1,031
    </TABLE>
    NOTE: The accompanying notes are an integral part of these financial
    statements.
    
      
  <PAGE>
    STAAR SYSTEM TRUST                
    NOTES TO FlNANClAL STATEMENTS
    DECEMBER 31, 1997
    
    NOTE 1 - ORGANIZATION AND PURPOSE
    
    Staar System Trust (the Trust) was organized as a Pennsylvania business
    trust under applicable statutes of the Commonwealth of Pennsylvania. It
    was formed on February 28, 1996 and became effective March 19, 1996.
    
    The Trust is registereds with the Securities and Exchange
    Commission under the Investment Company Act of 1940 as a
    non-diversified, open-end management investment company.
    
    NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    
    The Trust consists of six separate series portfolios (funds). The funds are
    organized in such a manner that each fund corresponds to a standard asset
    allocation category, with the exception of the Alternative Categories Fund
    which is a flexibly managed fund that may invest in assets not included in
    the other funds. The Funds are:
    
    The Intermediate Bond Fund
    The Long-Term Bond Fund
    The Larger Company Stock Fund
    The Smaller Company Stock Fund
    The International Fund
    The Alternative Categories Fund
    
    Each fund is managed separately and has its own investment objectives and
    strategies in keeping with the asset allocation category for which it is
    named. Each fund may invest in other open-end funds (mutual funds) as
    well as closed-end funds and individual securities.
    
    Security Valuation - Investments in mutual funds are stated at net asset
    value on the date of valuation. Securities traded on a national securities
    exchange (or reported on the NASDAQ national market) are stated at the
    last reported sales price on the day of valuation; other securities traded 
    in the over-the-counter market and listed securities for which no sale was
    reported on that date are stated at the last quoted bid price. Short-term
    notes are stated at amortized cost, which is equivalent to value. Restricted
    securities and other securities for which quotations are not readily 
    available will be valued at fair value as determined by the Trustees.
    
    Federal Income Taxes - The Trust complies with the requirements of the
    Internal Revenue Code that are applicable to regulated investment
    companies and distributes all its taxable income to its shareholders.
    Therefore, no federal or state income tax provision is required.
    
    Distributions to shareholders - Dividends to shareholders are recorded on
    the ex-dividend date.
    
    
    NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    (continued) Other - The Trust follows industry practice and records
    security transactions on the trade date. Dividend income is recognized on
    the ex-dividend date, and interest income is  recognized on the accrual
    basis. Discounts and premiums on securities purchased, if significant, are
    amortized over the life of the respective securities.
    
    Use of estimates - The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to
    make estimates and assumptions that affect the reported amounts of assets
    and liabilities and disclosure of contingent assets and liabilities at the 
    date of the financial statements and the reported amounts of revenues and
    expenses during the reported period. Actual results could differ from those
    estimates.
    
    NOTE 3 - SHAREHOLDER TRANSACTIONS
    
    The declaration of Trust provides for an unlimited number of shares of
    beneficial interest, without par value. The declaration of Trust also
    established six series of shares which correspond to the six funds described
    in Note 2.  All dividends declared during the year ended December 31, 1997 
    and the period ended Decemebr 31, 1996 were reinvested by the respective 
    owners of beneficial interest.  Transactions in units of beneficial 
    interest were as follows:

    <TABLE>
    <CAPTION>
    
    Period from Inception (Mar. 19, 1996) through December 31, 1996

    Fund    Sold    Reinvestment Of Dividends    Redemption    December 31, 1996
    Balance
    Shares   Amount $    Shares   Amount $    Shares   Amount $    Shares   
Amount $    
    
    <S>           <C>                     <C>                 <C>             
<C>    
    
    Intermediate
    Bond Fund     25,591.761  $  249,494  353.068   $  3,435  252.382  $( 2,500)
25,692.447   $  250,429
        
    Long-Term
    Bond Fund     20,607.239  $  204,391  387.686   $  3,818    0.000  $      0
25,692.447   $  208,209
    
    
    Larger
    Company
    Stock Fund    66,856.772  $  679,630  2,682.903 $ 28,487  237.210  $  2,500
69,302.465   $  705,617
    
    
    Smaller
    Company
    Stock Fund    61,894.040  $  638.630  3,027.516 $ 31,219  232.682  $  2,500
64,688.874   $ 667,349
    
    
    International
    Fund          56,251.172  $  574.550  1,451.105 $ 15,616  236.848  $  2,500     
57,465.429   $ 587,666
    
    
    Alternative
    Categories
    Fund          11,852.270  $  118,902    276.446 $  2,833    0.000  $      0
12,128.716   $ 121,735
    
    
    Total
    Amount                    $2,465,597            $ 85,408           $ 10,000
             $2,541,005
    
    </TABLE>


    <TABLE>
    <CAPTION>
    
    Year Ended December 31, 1997

    Fund    Sold    Reinvestment Of Dividends    Redemption    December 31, 1996
    Balance
    Shares   Amount $    Shares   Amount $    Shares   Amount $    Shares   
Amount $    
    
    <S>           <C>                     <C>                 <C>             
<C>    
    
    Intermediate
    Bond Fund     48,046.329  $  485,679  1,975.548  $ 19,941 14,811  $(150,849)
60,903.780   $  605,200
        
    Long-Term
    Bond Fund     9,035.332   $   93,954  1,404.003  $ 14,600 95.010  $(  1,000)
31,339.247   $  315,763
    
    
    Larger
    Company
    Stock Fund    30,683.744  $  367,927  8,312.027 $101,088  3,409   $ (42,803)
104,889.391   $1,131,829
    
    
    Smaller
    Company
    Stock Fund    36,619.496  $  389,837  2,826.740 $ 32,346  1,258   $ (14,389)
102,876.597   $1,075,143
    
    
    International
    Fund          45,969.420  $  520,694  5,528.096 $ 58,042  1,749   $ (21,228)     
107,213.876   $1,145,174
    
    
    Alternative
    Categories
    Fund          17,482.863  $  186,767    281.580 $  2,968  742.303 $  (8,496)
29,150.856   $ 302,974
    
    
    Total
    Amount                    $2,044,858            $228,985          $(238,765)
             $4,576,083
    
    </TABLE>

            
    
    NOTE 4 - SUMMARY OF UNREALIZED GAINS AND LOSSES:
    
    Following is a summary of unrealized gains and losses for each portfolio as
    of December 31, 1997:
    <TABLE>
    <Caption
                                           _____Unrealized___                  
                                                                  Market
                             Cost    Gain     Loss       Net        Value
    <S>                      <C>     <C>      <C>       <C>         <C>
         
    Intermediate Bond     $ 604,162    8,533  $ (651)   $ 7,882     $  612,044
    Long Term Bond          315,147   19,563    (200)    19,363        334,510
    Larger Company 
    Stock Fund            1,128,012  154,672  (6,372)   148,300      1,276,312
    Smaller Company
    Stock Fund            1,075,384  102,547       0    102,547      1,177,931
    International Fund    1,149,352   29,643  (52,717)  (23,074)     1,126,278
    Alternative Categories
     Fund                   302,887   14,535  (10,103)    4,432        307,319
    
                          4,574,944  329,493  (70,043) $259,450     $4,834,394
    
    </TABLE>
    NOTE 5 - INVESTMENT ADVISORY FEES AND OTHER
    TRANSACTIONS WITH AFFILIATES: Effective
    April 1, 1996, the Trust entered into a Master Investment Advisory
    Agreement with STAAR Financial Advisors, Inc. (formerly Staar System 
Financial Services, Inc., a related party
    (advisor). This agreement appointed the Advisor to act as investment
    advisor to the Trust on behalf of six series portfolios for a one year 
    period.  This agreement has subsequently been extended through April 1, 
1999.  The advisor furnishes investment management and advisory services 
    (rate varies for each portfolio in accordance with a fee schedule ranging 
from
    .62% to .90% of average daily net asset value). During the period ended
    December 31, 1997, the investment advisor waived fees aggregating $6,083.  
This was to reimburse shareholders for 70% of a retroactive front load charged 
by a mutual fund which had originally waived the load based on volume 
commitments, which were not achieved.  The balance of this retroactive front 
end load ($2,607) was absorbed by the fund shareholders through a reduction 
of the number of shares owned in the mutual fund.
    <TABLE>
    <CAPTION>
                                   Amount of           Fees Waived
         Fund                      FeesWaived          Per Share
    <S>                        <C>                     <C>     
    Larger Company Stock Fund  $3,793                  $ .05
    International Fund          2,115                    .03
    AlternativeCategoriesFund     175                    .01
    </TABLE>
      
  
    NOTE 5 - INVESTMENT ADVISORY FEES AND OTHER
    TRANSACTIONS WITH AFFILIATES (continued)
    The president of the investment advisor is the organizer of the Trust. The 
    agreement provides for an expense reimbursement from the investment advisor 
    if the Trust's total expense for any series (fund), exclusive of taxes, 
    interest, costs of portfolio acquisitions and dispositions and 
    extraordinary 
    expenses, for any fiscal year, exceed the level of expenses which such 
    series is permitted to bear under the most restrictive expense limitation 
    imposed on open-end investment companies by any state in which shares of 
    such series are then qualified. The agreement also stipulates that all 
    organization expenses of the Trust are paid by the investment advisor as 
    well as certain marketing, legal and accounting and transfer and custodial 
    services for the first two years.
    
    The Trustees of Staar Investment Trust are compensated as a group at a rate
    of $900 per calendar quarter.
    
    Certain affiliated persons held aggregate investments in the respective
    portfolios as of December 31, 1997 as follows:
    <TABLE>
    <CAPTION>
    
    
                                             Shares       Value
    <S>                                      <C>          <C>
    Intermediate bond fund                   8,239.609   $ 84,209
    Long term bond fund                      1,685.064     18,223
    Larger company stock fund                8,907.733    108,332
    Smaller company stock fund              16,472.942    188,498
    International fund                      14,227.884    149,386
    Alternative categories fund              4,018.361     42,352
    </TABLE>
    
    NOTE 6 - NOTE PAYABLE - INVESTMENT ADVISOR
    
    The Investment Advisor has provided advances to the Company
    to cover initial operating expenses. The resulting note is payable on
    demand, together with interest at 7% which aggregated $122 as of
    December 31, 1997.
    <PAGE>
    
    
                  STAAR SYSTEM TRUST  
                Supplementary Information
           Selected Per Share Data and Ratios 
         Period from Inception (March 19, 1996)
                Through December 31, 1997

Note: Actual date when initial seed money was invested to start Fund accounts 
was 4/4/96.

<TABLE>
Selected Per-Share Data
    <CAPTION>


                               Year End December 31
            --IBF--    --LTBF--   --LCSF--   --SCSF--   --INTF--    --ACF--
                 1997    1996    1997    1996    1997    1996    1997    1996    
1997    1996    1997    1996
<S>              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     
<C>     <C>     <C>     <C>

NAV Beg Period   9.97    0.00    10.25   0.00    10.62   0.00    10.31   0.00    
10.76   0.00    10.25   0.00

Net Inv Income   0.52    0.30    0.62    0.32    0.21    0.13    0.13    0.18    
0.16    0.15    0.10    0.15

Net realized
and unrealized
gains on 
securities       0.13    0.09    0.50    0.27    2.37    0.75    1.33    0.31    
0.15    0.68    0.28    0.31									
					
Total income
from investment
operations       0.65    0.39    1.12    0.59    2.58    0.88    1.46    0.49    
0.31    0.83    0.38    0.46	


Net Dist. from
Inv. Income      -0.39   -0.17   -0.56   -0.26   -0.21   -0.14   -0.13   -0.19   
- -0.16   -0.15   -0.10   -0.16
	
Net Dist. From
Net Realized 
Gains            -0.01   0.00    0.00    0.00    -0.83   -0.28   -0.19   -0.31   
- -0.41   -0.13   0.00    -0.08

Total 
Distributions    -0.40   -0.17   -0.56   -0.26   -1.04   -0.42   -0.32   -0.50   
- -0.57   -0.28   -0.10   -0.24	


Net Asset Values
				
   Shares 
   Purchased     FY      9.75    FY      9.92    FY      10.16   FY      10.32   
FY      10.21   FY      10.03

   End of Yr     $10.22  $9.97   $10.81  $10.25  $12.16  $10.62  $11.45  $10.31  
$10.50  $10.76  $10.53  $10.25


Ratios
			
Net Assets at 
End of Year 
(in $1000's)     622     256     339     215     1,276   736     1,177   667     
1,126   618     307     124

Portfolio 
Turnover Rate    8.97%   0.00%   0.00%   6.21%   10.47%  0.00%   5.04%   0.00%   
0.00%   0.00%   3.48%   0.00%


Ratio of 
Expenses to 
Average	
Net Assets (%)   0.56%*  0.39%   0.64%*  0.44%*  0.65%   0.99%   0.97%   0.99%** 
0.96%** 1.42%*  0.82%*  0.74%

Ratio of Net 
Investment 
Income to Avg.
Net Assets (%)   5.56%   1.05%   5.86%   2.55%   2.22%   1.54%   1.36%   3.00%   
1.76%   1.88%   1.29%   1.60%	

<FN>
* Advisory Fees were waived as follows:	

       12/31/96   12/31/97

IBF     $ .02     $   -
LTBF      .02         -
ACF       .03       .01
LCSF        -       .05
INTF        -       .03

** Includes foreign tax paid equal .43% in 1996 and .18% in 1997

See notes to financial statements
FY:  First year calculation
NOTE:  Data shown for 1996 is not representative of a full year's operation 
because the operational inception date of the six series funds was April 4, 
1996.
    </FN>

    </TABLE>

    <PAGE>

    
                EXAMPLE OF PRICE MAKE-UP
                  Using 12/31/1997 Data
    
    <TABLE>
    <CAPTION>
    
    
    IBF
    LTBF
    LCSF
    SCSF
    INTF
    ACF
    <S>
    <C>
    <C>
    <C>
    <C>
    <C>
    <C>
    
    Total
    Assets
    612,042
    334,510
    1,276,312
    1,177,931
    1,126,278
    307,318
    
    
    Plus
    Total
    Interest
    Accoun
    ts
    10,738
    4,608
    415
    305
    372
    189
    
    
    Less
    Expens
    e
    Accoui
    nts
    (348)
    (208)
    (1107)
    (1024)
    (858)
    (265)
    
    
    Equals
    Total
    Net
    Assets
    622,432
    338,910
    1,275,620
    1,177,212
    1,125,692
    307,242
    
    
    Divided
    by total
    shares
    outstan
    ding
    60,904
    31,339
    104,889
    102,877
    107,214
    29,151
    
    
    Equals
    net
    asset
    value
    10.22
    10.81
    12.16
    12.44
    10.50
    10.54
    
    </TABLE>
    
        
    
    <PAGE>
                                      PART C
    
    
                                 OTHER INFORMATION
    
    Item 24. Financial Statements and Exhibits
    
    (a)                     Financial statements:
                            Included in Part A:
                                       None
    
                            Included in Part B:
    
    <TABLE>
    <CAPTION>
                                                               Page Number
                                                                in this Report
    <S>                                                      <C>
    Independent Auditor's Report...........................  
    Statement of Assets and Liabilities...................   
    Portfolio Valuation..........................................  
    Statement of Operations..................................  
    Statement of Changes in Net Assets..................  
    Statement of Cash Flows.................................     
    Notes to Financial Statements............................  
    Supplementary Information..............................
    Example of Price Make-up..............................  
    </TABLE>
    
    Included in Part C:
    
    The required Schedules are omitted because the required information is
    included in the financial statements included in Part A or Part B, or
    because the conditions requiring their filing do not exist. 
    
    (b) Exhibits
    <TABLE>
    <CAPTION>
    Exhibit
    Number                                                           
    
             Description of Exhibit
    <S>         <C>
    X(1)         Declaration of Trust of the Registrant
    
    X(2)         By-laws of the Registrant
    
     (3)         Not Applicable
    
    
    X(4)         Action of Trustees Establishing Funds
    
    X(5)         Form of Investment Advisory Agreement between
                    Registrant and Staar System Financial Services, Inc.  (the
                    "Advisor")
    
     (6)         Not Applicable
    
     (7)         Not Applicable
    
    XX (8)      Custodian Agreement between Registrant and StarBank.
    
    X(9)(a)      Form of Transfer Agency and Shareholder Services
                     Agreement among Registrant and the Advisor (see 5 above)
    
    X(9)(b)     Consent to Use of Name contained in (5) above
    
    X(10)        Opinion of Counsel and Consent of Counsel
       
     (11)        Consent of Independent Accountants
        
     (12)        Not Applicable
    
     (13)        Not Applicable
    
     (14)        Not Applicable
    
     (15)        Not Applicable
    
     (16)        Not Applicable 
    
     (17)        Not Applicable
    
    X -   Filed with Initial N-1A and incorporated herein by reference.
    XX - Filed with Pre-effective Amendment # 1 to Form N-1A and                
          incorporated herein by reference.
    
    </TABLE>
    
    Item 25.     Persons Controlled by or Under Common Control with
                              Registrant
    
    The Registrant is not directly or indirectly controlled by or under common
    control with any person other than the Trustees.  The Registrant does not
    have any subsidiaries.
    
    
    
       
    Item 26.           Number of Holders of Securities
    
    Set forth below are the number of record holders, as of December 31, 1997
    of the shares of beneficial interest of the Registrant:
    
    <TABLE>
    <CAPTION>
       Title of Class  Number of Record Holders     
                      Shares of Beneficial Interest, 
                      no par value
         <S>            <C>           
         IBF            32   
         LTBF           24
         LCSF           41   
         SCSF           47
         INTF           46   
         ACF            36  
    </TABLE> 
        

    Item 27.     Indemnification
    
    Under the Registrant's Declaration of Trust and By-laws, any past or
    present Trustee or Officer of the Registrant is indemnified to the fullest
    extent permitted by law against liability and all expenses reasonably
    incurred by him or her in connect with any action, suit or proceeding to
    which he or she may be a party or is otherwise involved by reason of his or
    her being or having been a Trustee or Officer of the Registrant.  The
    Declaration of Trust and By-laws of the Registrant do not authorize
    indemnification where it is determined, in the manner specified in the
    Declaration of Trust  and the By-laws of the Registrant, that such Trustee
    or Officer has not acted in good faith in the reasonable belief that his or 
    her actions were in the best interest of the Registrant.  Moreover, the
    Declaration of Trust and By-laws of the Registrant do not authorize
    indemnification where such Trustee or Officer is liable to the Registrant or
    its shareholders by reason of willful misfeasance, bad faith, gross
    negligence or reckless disregard of his duties.
    
    Insofar as indemnification for liabilities arising under the Securities Act
    of 1933 may be permitted to Trustees, Officers and controlling persons of 
    the Registrant pursuant to the foregoing provisions, or otherwise, the
    Registrant has been advised that in the opinion of the Securities and
    Exchange Commission such indemnification is against public policy as
    expressed in the Act and is, therefore, unenforceable. In the event that a
    claim for indemnification against such liabilities (other than the payment
    by the Registrant of expenses incurred or paid by a Trustee, Officer or
    controlling person of the Registrant in the successful defense of any
    action, suit or proceeding) is asserted by such Trustee, Officer or
    controlling person in connection with the securities being registered, the
    Registrant will, unless in the opinion of its counsel the matter has been
    settled by controlling precedent, submit to a court of appropriate
    jurisdiction the questions whether such indemnification is against public
    policy as expressed in the Act and will be governed by the final
    adjudication of such issue.
    
    The Registrant, its Trustees and Officers, its investment adviser, and
    persons affiliated with them are insured under a policy of insurance
    maintained by the Registrant and its investment adviser, within the limits
    and subject to the limitations of the policy, against certain expenses in
    connection with the defense of actions, suits and proceedings, and certain
    liabilities that might be imposed as a result of such actions, suits and
    proceedings, to which they are parties by reason of being or having been
    such Trustees or Officers.  The policy expressly excludes coverage for any
    Trustee or Officer whose personal dishonesty, fraudulent breach of trust,
    lack of good faith, or intention to deceive or defraud has been adjudicated
    or may be established or who willfully fails to act prudently.
    
    Item 28.      Business and Other Connections of Investment Adviser
    
    Staar Financial Advisors, Inc. (the "Adviser"), is a registered
    investment adviser providing investment advice to individuals, employee
    benefit plans, charitable and other nonprofit organizations, and
    corporations and other business entities. 
    
    Set forth below is a list of the Officers and Directors of the Adviser
    together with information as to any other business, profession, vocation or
    employment of a substantial nature engaged in by such officers and
    directors during the past two years. 
    <TABLE>
    <CAPTION>
    
                                                                     
    
    Name                      Position with Advisor               Other
    Business   
    
                            
    <S>                       <C>                        <C>              
    
                                                   
    
    J. Andre Weisbrod         President, Director        Registered 
                                                         Representative
                                                         Olde Economie Financial
                                                         Consultants, Ltd
    
    Charles Sweeney           Secretary & Director       Marketing Consultant
                                                         Graphic Arts Technology
                                                         Council; Before 1992
                                                         Graphic Arts Sales 
                                                         Eastman Kodak          
                                                         Company
       
    Carl J, Dorsch                    Director           Retired         
    
                                                    
    
    </TABLE>
    
    Item 29.   Principal Underwriter
    
               Inapplicable.
    
    Item 30.   Location of Accounts and Records
    
    The Registrant maintains the records required by Section 31(a) of  the
    Investment Company Act of 1940, as amended and Rules 31a-1 to 31a-3
    inclusive thereunder at its Pittsburgh office located at 604 McKnight Park
    Drive, Pittsburgh, PA, 15237.  Certain records, including the physical
    possession of its securities, may be maintained pursuant to Rule 31a-3 at
    the main office of the Registrant's custodian located as to the custodian, 
    at STARBANK, 425 Walnut St., M/L 6118, P.O. Box 1118, Cincinnati, OH,
    45201-1118, and, as to the transfer and dividend disbursing agent
    functions, % of the Advisor at 604 McKnight Park Drive, Pittsburgh, PA,
    15237. 
    
    Item 31.  Management Services
    
               Inapplicable.
    
    Item 32.   Undertakings
    
             (a)  The Registrant hereby undertakes to file a post-effective
    amendment using financial statements which need not be certified, within
    four to six months after the effective date of this Registration Statement
    under the Securities Act of 1933, as amended.
    
             (b)  The Registrant hereby undertakes to furnish each person to
    whom a prospectus is delivered with a copy of the Registrant's annual
    report (when available) to shareholders upon request and without charge.
    
              (c) The Registrant hereby undertakes that, if requested to do so 
    by holders of at least 10% of the Funds outstanding shares, it will call a
    meeting of shareholders for the purpose of voting upon the question of
    removal of a trustee or trustees and will assist in communications between
    shareholders for such purpose as provided in Section 16  of the
    Investment Company Act of 1940, as amended.  
     
    
      
                                   NOTICE
                                        
    "The Intermediate Bond Fund (IBF)," "The Long-Term Bond
    Fund (LTBF)," The Larger Company Stock Fund (LCSF)," "The Smaller Company 
    Stock  Fund (SCSF)," "The International Fund
    (INTF)," and "The Alternative Categories Fund (AltCat)" are the
    designations of the Trustees under the Declaration of Trust of the Trust
    dated February 28, 1996 as amended from time to time.  The Declaration
    of Trust has been filed with the Secretary of State of the Commonwealth
    of Pennsylvania.  The obligations of the Registrant are not personally
    binding upon, nor shall resort be had to the private property of, any of the
    Trustees, shareholders, officers, employees or agents of the Registrant,
    but only the Registrant's property shall be bound.
    
    <PAGE>
    SIGNATURES
    
    Pursuant to the requirements of (the Securities Act of 1933 and the
    Investment Company Act of 1940 the Registrant (certifies that it meets all
    of the requirements for effectiveness of this Registration Statement
    pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
    caused this Registration Statement to be signed on its behalf by the
    undersigned, thereto duly authorized, in the City of Pittsburgh, and the
    State of Pennsylvania on the 9th day of May, 1997.
    
    
    
                                   The Staar System Trust            
    
                                         Registrant
        
                                    By: J. Andre Weisbrod, Trustee
    
    
    Pursuant to the requirements of the Securities Act of 1933, this
    Registration Statement has been signed below by the following
    persons in the capacities and on the date indicated.
    



    J. Andre Weisbrod 
    Trustee             September 9, 1998
    (Signature)          (date)
    



    [TYPE] EX-99.B11
    [DESCRIPTION] EXH 11 to Form N-1A Consent of Accountants
    <PAGE>
    
    
                       Consent   
    
                             
    
         We hereby consent to the use of our name by
    the Staar Investment Trust, in the Prospectus dated
    September 21, 1998, as auditors and accountants.
    
    Date: September 3, 1997            CARSON & CO.
    
    



                                  By: Terrance Carson
    
    




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