Light Revolution Fund, Inc.
Supplement to Light Revolution Fund Prospectus Dated
June 4, 1999
Removal of Redemption Fee
Effective September 16, 1999, the 1.0% redemption
fee on redemptions of shares of the Light Revolution
Fund within twelve months of their purchase has been
removed and will no longer be imposed on redemptions of
shares of the Light Revolution Fund.
Revised Fee and Expense Table
The following fee and expense table replaces the
fee and expense table in the prospectus:
FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund.
Shareholder Fees (fees paid directly from your
investment)
Maximum sales charge (load) imposed on purchases(1)
(as a percentage of offering price) 4.75%
Maximum deferred sales charge (load) imposed on redemptions
(as a percentage of amount redeemed) None
Redemption Fee
(as a percentage of amount redeemed) (2) None
Exchange Fee (3) $5.00
Annual Fund Operating Expenses (expenses that are deducted from Fund assets)(4)
Management Fees(5) 1.00%
Distribution and Service (12b-1) Fees(6) 0.25%
Other Expenses(5) 2.01%
Total Annual Fund Operating Expenses(5) 3.26%
Fee Waiver/Expense Reimbursement(4) 1.26%
Net Expenses(4)(5) 2.00%
____________
<PAGE>
(1)This sales charge is the maximum sales charge
applicable to purchases of shares. You may not
have to pay this sales charge because waivers and
reduced sales charges are available. See "How to
Purchase Shares."
(2)A fee of $12.00 is charged for each wire
redemption. See "How to Redeem Shares - In
General."
(3)If you exchange shares of the Fund for shares of
the Firstar Money Market Fund, you will be charged a
$5.00 fee.
(4)Fund operating expenses are deducted from Fund
assets before computing the daily share price or
making distributions. As a result, they will not
appear on your account statement, but instead
reduce the amount of total return you receive.
(5)"Other Expenses" have been estimated for the
current fiscal year because the Fund does not
expect to begin operations until May 31, 1999.
Until May 31, 2000, the Adviser has agreed to waive
its management fee and/or reimburse the Fund's
other expenses to the extent necessary to ensure
that the Fund's total annual operating expenses
which include management and administration fees,
but which exclude interest, taxes, brokerage
commissions and other costs incurred in connection
with the purchase and sale of portfolio securities,
and extraordinary items, do not exceed 2.00% of its
average net assets. After such date, the total
annual operating expense limitations may be
terminated or revised at any time. "Other
expenses" are presented before any such waivers or
reimbursements. If such waivers and reimbursements
are included in the calculation of "other expenses"
(i.e., if actual "other expenses" are shown), other
expenses and total annual operating expenses for
the Fund are expected to be 0.75% and 2.00%,
respectively. Any waiver or reimbursement is
subject to later adjustment to allow the Adviser to
recoup amounts waived or reimbursed, including
initial organization costs of the Fund, to the
extent actual fees and expenses for a period are
less than the expense limitation cap, provided,
however, that the Adviser is only entitled to
recoup such amounts for a period of three years
from the date such amount was waived or reimbursed.
For additional information, see "Fund Management."
(6)Because Rule 12b-1 fees are paid out of the Fund's
assets on an on-going basis, over time these fees
will increase the cost of your investment and could
cost long-term investors of the Fund more than
other types of sales charges. For more
information, see "Distribution and Shareholder
Servicing Plan."
Sales Charge Waivers
In addition to the sales charge waivers set forth
in the prospectus, (i) Keogh plans with at least
$500,000 in net assets and at least 2 plan participants
and (ii) vendors or service providers of the Fund or
the Adviser may purchase shares of the Light Revolution
Fund at net asset value without the imposition of any
sales charge.
Appointment of New Director
Effective September 15, 1999, Robert W. Burnett
was appointed to the board of directors of the Light
Revolution Fund to fill a vacancy created as a result
of the expansion of the board. Mr. Burnett is a
disinterested director of the Fund.
The date of this supplement is October 14, 1999.
This Supplement should be retained with your prospectus
for future reference.