Filed pursuant to Rule 497(c)
Registration Nos.: 333-45509
811-8535
Prospectus
June 4, 1999
Light Revolution Fund, Inc.
LIGHT REVOLUTION FUND
704 Court A
Tacoma, Washington 98402
1-888-463-3957
The investment objective of the Light
Revolution Fund (the "Fund") is capital
appreciation. The Fund invests primarily in
common stocks of large capitalization companies in
the technology business engaged in the processing
or delivery of information. The Fund is a
convenient way for investors to participate in the
long-term growth potential of the information
revolution. Light Index Investment Company (the
"Adviser") is the investment adviser to the Fund.
The Fund is a long-term investment, intended to
complement your other investments.
This Prospectus contains important
information you should consider before you invest
in the Fund, including information about risks.
Please read it carefully and keep it for future
reference.
____________________
Neither the Securities and Exchange
Commission (the "SEC") nor any state securities
commission has approved or disapproved of the
securities offered by this Prospectus, nor has the
SEC or any state securities commission passed upon
the adequacy of this Prospectus. Any
representation to the contrary is a criminal
offense.
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TABLE OF CONTENTS
Page No.
HIGHLIGHTS 1
FEES AND EXPENSES OF THE FUND 2
INVESTMENT OBJECTIVE 3
HOW THE FUND INVESTS AND RELATED RISKS 3
FUND MANAGEMENT 5
HOW TO PURCHASE SHARES 5
HOW TO REDEEM SHARES 8
VALUATION OF FUND SHARES 10
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN 10
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT 11
YEAR 2000 ISSUE 11
ADDITIONAL INFORMATION 13
_____________________________
In deciding whether to invest in the Fund, you
should rely only on information in this Prospectus or
the Statement of Additional Information (the "SAI").
The Fund has not authorized others to provide
additional information. The Fund does not authorize
the use of this Prospectus in any state or jurisdiction
in which such offering may not legally be made.
Light Index and Light Revolution are trademarks of
the Light Index Investment Company.
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HIGHLIGHTS
What is the goal of the Fund?
The Fund's goal is capital appreciation. This
goal is sometimes referred to as the Fund's investment
objective. The Fund cannot guarantee that it will
achieve its goal. For more information, see
"Investment Objective" and "How the Fund Invests and
Related Risks."
What is the principal investment strategy of the Fund?
The Fund invests primarily in common stocks of
large capitalization companies in the technology
business engaged in the processing or delivery of
information. The Fund may also invest in other types
of securities in pursuing its investment objective. In
trying to achieve the Fund's goal, the Adviser focuses
on technology business securities which tend to be
growth-oriented investments, but uses a value-based
investment methodology to identify securities which the
Adviser believes are undervalued relative to their
intrinsic worth and possess characteristics which will
lead to a higher market price over time. This
investment methodology is based on the investment
methodology the Adviser uses to manage the Light Index.
The Light Index is a stock index which was developed
and is published by the Adviser. The companies which
the Adviser considers for inclusion in the Fund are
publicly-traded, large capitalization companies engaged
in the processing or delivery of information, which the
Adviser believes will lead the Light Revolution. The
Adviser created the term Light Revolution to describe
the transition of the world's economy from one based on
the ability to perform physical work with machines at
high speed to one based on the ability to process and
deliver information at the speed of light. These
companies may be in a variety of businesses including
computer hardware, computer software and
telecommunications, but may also be in financial
services or other businesses that may benefit from the
Light Revolution.
The Adviser will select particular companies for
purchase by the Fund based upon a review of various
attributes, including sales growth and research and
development expenditures. The Adviser will sell the
stock of particular companies for a variety of reasons
including a determination by the Adviser that a company
is no longer a leading firm in its segment of the
market. The Fund intends to be fully invested at all
times in common stocks and will normally invest at
least a majority of its assets in the common stocks of
large capitalization companies. The Fund intends to
identify common stocks with long-term capital
appreciation potential and to hold those stocks for
extended periods of time. As a result, the Fund should
have low portfolio turnover and capital gains
distributions. For more information, see "How the Fund
Invests and Related Risks."
What are the main risks of investing in the Fund?
The main risks of investing in the Fund are:
* Stock Market Risk: Stock funds like the Fund
are subject to stock market risks and significant
fluctuations in value. If the stock market declines in
value, the Fund is likely to decline in value.
Increases or decreases in the value of stocks are
generally greater than for bonds or other debt
investments.
* Stock Selection Risk: The stocks selected by the
Adviser for purchase by the Fund may
decline in value or not increase
in value when the stock market in general is
rising. The Adviser has not previously acted as
an investment adviser to a mutual fund.
* Liquidity Risk: The Adviser may not be able to
sell stocks at an optimal time or price.
* Volatility Risk: The Fund is subject to risk
based on its focus on investing in companies
which the Adviser expects to lead the Light Revolution.
The stocks of these companies may be subject to
greater volatility than the stock market in
general or may not correspond to stock market movements in general.
You should be aware that you may lose money by
investing in the Fund. Because of the Fund's focus on
investing in companies expected to lead the Light
Revolution, it may not be a complete investment program
for the equity portion of your portfolio.
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Is the Fund an appropriate investment for me?
The Fund is suitable for long-term investors only.
The Fund is not a short-term investment vehicle. An
investment in the Fund may be appropriate if:
* your goal is capital appreciation;
* you want to allocate some portion of your long-
term investments to the technology business of
processing or delivering information;
* you do not require current income from this
investment; and
* you are willing to accept short-term to
intermediate-term fluctuations in investment value.
Because the Fund has been in operation for less than a
full calendar year, it has no annual returns history.
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) 1.00%
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) 1.91%
Total Annual Fund Operating Expenses(5) 3.26%
Fee Waiver/Expense Reimbursement(4) 1.16%
Net Expenses(4)(5) 2.00%
____________
(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 redemption fee of 1.00% of the current market
value of the shares redeemed may be imposed on
redemptions of shares made within 12 months of
purchase. Redemption fees are paid directly into
Fund assets to help cover the costs that short-term
trading generates. 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
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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."
Example
The following Example is intended to help you
compare the cost of investing in the Fund with the cost
of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund, minus the
4.75% maximum sales charge, for the time periods
indicated and then redeem all of your shares at the end
of those periods. The Example also assumes that your
investment has a 5% return each year and that the
Fund's total annual operating expenses remain the same
each year. Please note that the one year number is
based on the Fund's net expenses resulting from the
expense cap agreement described above and does not
include a redemption fee because it is for a 12 month
period. Because the Fund's expense cap agreement is
not effective after May 31, 2000, the three year number
is based on the Fund's expenses before any waivers or
reimbursements. Although your actual costs may be
higher or lower, based on these assumptions your costs
would be as follows:
1 Year 3 Years
$788 $1,431
INVESTMENT OBJECTIVE
The Fund's investment objective is capital appreciation.
HOW THE FUND INVESTS AND RELATED RISKS
The Fund seeks to achieve its investment objective
by investing primarily in companies with large market
capitalizations in the technology business engaged in
the processing or delivery of information. A large
capitalization company would typically have a market
capitalization of at least $1 billion.
In trying to achieve the Fund's investment
objective, the Adviser focuses on technology business
securities which tend to be growth-oriented
investments, but uses a value-based investment
methodology to identify securities which the Adviser
believes are undervalued relative to their intrinsic
worth and possess characteristics which will lead to a
higher market price over time. This investment
methodology is based on the investment methodology
developed by the Adviser in creating and maintaining a
stock index entitled the Light Index. The Fund, like
the Light Index, will primarily be composed of the
common stocks of publicly-traded, large capitalization
companies engaged in the processing or delivery of
information selected from a group of companies which
the Adviser believes will lead the transition of the
world's economy from the Industrial Age to the
Information Age. The Industrial Age was an era
characterized by a rapid increase in productivity
brought about by the ability to perform physical work
with machines. Through the use of the steam engine and
other machines, natural resources and industrial
commodities such as coal, iron ore, lumber and oil were
brought to market at speeds never before possible. The
early years of that era came to be known as the
"Industrial Revolution." The Information Age is an era
characterized by a rapid increase in productivity
brought about by the ability to quickly process and
deliver information. Through the development and use
of the integrated circuit and related technologies,
information is processed and delivered to end users at
the speed of light when translated into "information
commodities" such as electrons, radio waves,
microwaves, and infrared and visible light. The
Adviser has characterized this era as the Light
Revolution.
The Adviser considers companies for purchase by
the Fund and inclusion in the Light Index from the
group of companies which it believes will lead the
Light Revolution. In making its decision, the Adviser
includes a particular company from this group based
upon its review of that company's attributes relative
to its current market value, such as:
<PAGE>
* Strong sales growth;
* Substantial spending on research and
development;
* Increasing operating margins; and
* Growing market share.
The Adviser generally follows a value approach to
investing for the Fund. Accordingly, the Fund will
focus on securities that the Adviser believes are
undervalued relative to their intrinsic worth and
possess characteristics, such as those discussed above,
that the Adviser believes will lead to a higher market
price over time. Because of the Fund's focus on
companies expected to lead the Light Revolution, it may
not be a complete investment program for the equity
portion of your portfolio.
The Fund will invest primarily in common stocks.
Common stocks generally increase or decrease in value
based on the earnings of a company and on general
industry and market conditions. Because the Fund
invests a significant amount of its assets in common
stocks, it is likely to have greater fluctuations in
share price than a fund that invests a significant
portion of its assets in fixed-income securities.
Stock funds like the Fund are subject to stock market
risks and significant fluctuations in value. If the
stock market declines in value, the Fund is likely to
decline in value and such declines may not correspond
to the changes in value of the stock market overall.
For example, the Fund's decline in value may be greater
than that of the market as a whole. Changes in the
value of stocks have generally been greater than for
bonds or other fixed-income investments. The Fund's
portfolio itself is subject to the risk that the
Adviser may select stocks that decline in value or not
increase in value when the stock market in general is
rising. The technology business may be subject to
greater volatility than the stock market in general and
may not correspond to positive stock market movements
in general. In addition, the Adviser may not or may
not be able to sell stocks at an optimal time or price.
The Adviser has not previously acted as an investment
adviser to a mutual fund. Although not part of its
principal investment strategy, the Fund may
occasionally invest a limited portion of its assets in
futures contracts, options, options on futures, foreign
securities and illiquid securities. See the Fund's SAI
for additional information.
Although the Adviser intends to use an investment
methodology in managing the Fund based on the
investment methodology it uses in managing the Light
Index, the Fund is not an "index fund." Investors
should not expect the Fund to replicate the performance
or composition of the Light Index.
The Fund has no minimum holding period for its
investments and will sell securities whenever the
Adviser believes it is consistent with the Fund's
investment objective. The Fund typically sells a
security when the company shows deteriorating economic
fundamentals, falls short of the Adviser's expectations
or is no longer a leading firm in its segment of the
market, or when the Adviser finds a better security for
inclusion in the Fund. The Fund will attempt to
maximize investment returns. Potential tax
consequences to Fund shareholders will be a secondary
consideration when it sells securities. However, the
Fund seeks to identify common stocks of companies with
long-term capital appreciation potential and to hold
those common stocks for an extended period. As a
result, the Fund should have low portfolio turnover and
capital gains distributions. Investors may realize
taxable capital gains as a result of trading of the
Fund's assets and the Fund incurs transaction costs in
connection with buying and selling securities. Tax and
transaction costs lower the Fund's effective return for
investors.
The Fund intends to remain fully invested. The
Fund will not invest in cash reserves as part of a
temporary defensive strategy, such as lowering its
investment in common stocks, to protect against
potential stock market declines.
FUND MANAGEMENT
Adviser
The Fund has entered into an Investment Advisory
Agreement with the Adviser under which the Adviser
manages the Fund's investments and business affairs,
subject to the supervision of the Fund's Board of
Directors. The Adviser, 704 Court A, Tacoma,
Washington 98402, is a Washington corporation and was
organized in 1997. The Adviser is controlled by Henry
Hewitt. Under the Investment Advisory Agreement, the
Fund pays the Adviser an
<PAGE>
annual management fee of 1.00%
of the Fund's average daily net assets. The advisory
fee is accrued daily and paid monthly. 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 do not exceed 2.00% of its average
daily net assets. After such time, the Adviser may
voluntarily waive all or a portion of its management
fee and/or reimburse all or a portion of Fund operating
expenses. The Adviser will waive fees and/or reimburse
expenses on a monthly basis and the Adviser will pay
the Fund by reducing its fee. Any waivers or
reimbursements will have the effect of lowering the
overall expense ratio for the Fund and increasing its
overall return to investors at the time any such
amounts were waived and/or reimbursed. Any such waiver
or reimbursement is subject to later adjustment during
the term of the Investment Advisory Agreement to allow
the Adviser to recoup amounts waived or reimbursed,
including initial organization costs of the Fund,
provided, however, that the Adviser shall only be
entitled to recoup such amounts for a period of three
years from the date such amount was waived or
reimbursed.
Under the Investment Advisory Agreement, the
Adviser is responsible not only for management of the
Fund's assets, but also for portfolio transactions and
brokerage. The Adviser has no prior experience
advising mutual funds.
Portfolio Manager. The Fund will be managed by the following individual:
Henry Hewitt. President, Chief Executive Officer,
Director and majority shareholder of the Adviser, Mr.
Hewitt graduated from the University of Washington in
1975 and from Oxford University in 1978. He has been a
principal of Henry Hewitt Investment Co., a registered
investment adviser, since 1993 and has published a
monthly newsletter called The Light Revolution Herald
since September 1993. The Light Revolution Herald
examines current technological and financial
developments surrounding the companies which are
included in the Light Index. Mr. Hewitt is primarily
responsible for the day-to-day portfolio management of
the Fund.
Custodian
Firstar Bank Milwaukee, N.A. ("Firstar Bank"),
Third Floor, 615 East Michigan Street, Milwaukee,
Wisconsin 53202 acts as custodian of the Fund's
assets.
Transfer Agent and Administrator
Firstar Mutual Fund Services, LLC ("Firstar"),
Third Floor, 615 East Michigan Street, Milwaukee,
Wisconsin 53202 acts as transfer agent for the Fund
(the "Transfer Agent") and as the Fund's administrator.
Distributor
First Data Distributors, Inc., 4400 Computer
Drive, Westborough, Massachusetts 01581-5108, a
registered broker-dealer and member of the National
Association of Securities Dealers, Inc., acts as
distributor of the Fund's shares (the "Distributor").
HOW TO PURCHASE SHARES
Shares of the Fund may be purchased through any
dealer which has entered into a sales agreement with
the Distributor, in its capacity as principal
underwriter of shares of the Fund, or through the
Distributor directly. The Transfer Agent may also
accept purchase applications.
Payment for Fund shares should be made by check or
money order in U.S. dollars drawn on a U.S. bank,
savings and loan or credit union. The minimum initial
investment in the Fund is $5,000. Subsequent
investments of at least $500 may be made by mail or by
wire. For investors using the Automatic Investment
Plan, as described below, there is a $5,000 minimum
initial investment and subsequent investments must be
at least $500. These minimums may be changed or waived
by the Fund at any time. Shareholders will be given at
least 30 days' notice of any increase in the minimum
dollar amount of subsequent investments.
In order to relieve you of responsibility for the
safekeeping and delivery of stock certificates, the
Fund does not issue certificates.
<PAGE>
Offering Price
Shares of the Fund are sold on a continual basis
at the next offering price (the "Offering Price"),
which is the sum of the net asset value per share next
computed following receipt of an order in proper form
(as described below under "Initial Investment" and
"Subsequent Investments") by a dealer, the Distributor
or the Transfer Agent, as the case may be, and the
sales charge as set forth below. Net asset value per
share is calculated once daily as of the close of
trading (currently 4:00 p.m., Eastern Standard Time) on
each day the New York Stock Exchange (the "NYSE") is
open. See "Valuation of Fund Shares." No sales charge
is imposed on the reinvestment of dividends or capital
gains. The sales charge imposed on purchases of Fund
shares is as follows:
Total Sales Charge
Amount of As a Percentage As a Percentage
Your Investment of Offering Price of Your Investment
Less than $50,000 4.75% 4.99%
$50,000 - $99,999 4.00% 4.17%
$100,000 - $249,999 3.50% 3.63%
$250,000 - $499,999 2.50% 2.56%
$500,000 - $999,999 2.00% 2.04%
$1,000,000 and over 0.00% 0.00%
Fund shares are also subject to Rule 12b-1 fees in
an aggregate amount of 0.25% of the average daily net
assets of the Fund. See "Distribution and Shareholder
Servicing Plan."
Sales Charge Waivers
The following investors may purchase shares of the
Fund at net asset value without the imposition of any
sales charge:
* certain retirement plans, such as profit-sharing,
pension and 401(k) plans;
* broker-dealers, investment advisers, financial
planners or other financial institutions ("Financial
Intermediaries") which have entered into an agreement
with the Distributor (or which are purchasing for
accounts linked to a master account of the Financial
Intermediary) which place trades for their own accounts
or the accounts of their clients and their employees
(for example, mutual fund "wrap" or asset allocation
programs or mutual fund "supermarket programs"). These
Financial Intermediaries may charge a management,
consulting or other fee for their services;
* registered investment advisers which exercise
discretionary investment authority with respect to the
purchase of Fund shares;
* financial institution trust departments;
* owners of private accounts managed by the Adviser; and
* directors, officers and full-time employees of the
Fund, the Distributor, Firstar, legal counsel for the
Fund and affiliates of such companies (including the
Adviser) and spouses and family members of such persons.
Certain investors may purchase Fund shares at a
reduced sales charge. For additional information on
sales charge reductions, please see the SAI or call the
Fund at 1-888-463-3957.
Initial Investment - Minimum $5,000
You may purchase Fund shares by completing the
enclosed shareholder application and mailing it and a
check or money order payable to "Light Revolution Fund,
Inc." to your securities dealer, the Distributor or the
Transfer Agent, as the case may be. The minimum
initial investment is $5,000. If mailing to the
Distributor or Transfer Agent,
<PAGE>
please send the
application to the following address: Firstar Mutual
Fund Services, LLC, P.O. Box 701, Milwaukee, Wisconsin
53201-0701. In addition, overnight mail should be sent
to the following address: Light Revolution Fund, Inc.,
Firstar Mutual Fund Services, LLC, Third Floor, 615
East Michigan Street, Milwaukee, Wisconsin 53202. The
Fund does not consider the U.S. Postal Service or other
independent delivery services to be its agents.
Therefore, deposit in the mail or with such services,
or receipt at the Transfer Agent's post office box, of
purchase applications does not constitute receipt by
the Transfer Agent or the Fund. Do not send letters by
overnight courier to the post office box.
If the securities dealer you have chosen to
purchase Fund shares through has not entered into a
sales agreement with the Distributor, such dealer may,
nevertheless, offer to place your order for the
purchase of Fund shares. Purchases made through such
dealers will be effected at the net asset value next
determined after receipt by the Fund of the dealer's
order to purchase shares. Such dealers may also charge
a transaction fee, as determined by the dealer. That
fee may be avoided if shares are purchased through a
dealer who has entered into a sales agreement with the
Distributor or through the Transfer Agent.
If your check does not clear, you will be charged
a $25 service fee. You will also be responsible for
any losses suffered by the Fund as a result. Neither
cash nor third-party checks will be accepted. All
applications to purchase Fund shares are subject to
acceptance by the Fund and are not binding until so
accepted. The Fund reserves the right to decline or
accept any purchase order application.
Wire Purchases
You may also purchase Fund shares by wire. The
following instructions should be followed when wiring
funds to the Transfer Agent for the purchase of Fund
shares:
Wire to: Firstar Bank Milwaukee, N.A.
ABA Number: 075000022
Credit: Firstar Mutual Fund Services, LLC
Account: 112-952-137
Further Credit: Light Revolution Fund, Inc.
(shareholder account number)
(shareholder name/account registration)
Please call 1-888-463-3957 prior to wiring any
funds to notify the Transfer Agent that the wire is
coming and to verify the proper wire instructions so
that the wire is properly applied when received. The
Fund is not responsible for the consequences of delays
resulting from the banking or Federal Reserve wire
system.
Telephone Purchases
The telephone purchase option allows investors to
make subsequent investments directly from a bank
checking or savings account. To establish the
telephone purchase option on your account, complete the
appropriate section in the shareholder application.
Only bank accounts held at domestic financial
institutions that are Automated Clearing House ("ACH")
members may be used for telephone transactions. This
option will become effective approximately 15 business
days after the application form is received by the
Transfer Agent. Purchases must be in amounts of $500
or more and may not be used for initial purchases of
the Fund's shares. To have Fund shares purchased at
the offering price determined at the close of regular
trading on a given date, the Transfer Agent must
receive both your purchase order and payment by
electronic funds transfer through the ACH system prior
to the close of regular trading on such date.
Subsequent investments may be made by calling 1-888-463-
3957.
Purchasing Shares Through Financial Intermediaries
If you purchase shares through a financial
intermediary (such as a broker-dealer or a mutual fund
"supermarket program"), certain features of the Fund
relating to such transactions may not be available or
may be modified. In addition, certain operational
policies of the Fund, including those related to
settlement and dividend accrual, may vary from those
applicable to direct shareholders of the Fund and may
vary among intermediaries. You should consult your
financial intermediary for more information regarding
these matters. Certain financial
<PAGE>
intermediaries may
charge you transaction fees for their services. That
fee will be in addition to the sales charge payable by
you upon purchase of such shares and may be avoided if
shares are purchased through the Transfer Agent or
through a dealer who has entered into a sales agreement
with the Distributor. In addition, if the financial
intermediary has entered into an agreement with the
Distributor, then the sales charge will not apply. The
Fund may compensate financial intermediaries for
assistance under the Fund's Distribution and
Shareholder Servicing Plan (i.e., Rule 12b-1 plan),
through payment of a portion of the sales charge or
otherwise.
Automatic Investment Plan - $5,000 Minimum
The Automatic Investment Plan ("AIP") allows you
to make regular, systematic investments in the Fund
from your bank checking, money market, savings or NOW
account. You must meet the Fund's minimum initial
investment of $5,000 before the AIP may be established.
Subsequent investments using the AIP must be at least
$500. To establish the AIP, complete the appropriate
section in the shareholder application. For additional
information on the AIP, please see the SAI.
Individual Retirement Accounts
You may invest in the Fund by establishing a tax-
sheltered individual retirement account ("IRA"). The
Fund offers the Traditional IRA, Roth IRA and Education
IRA. The minimum initial investment for Traditional
and Roth IRAs is $1,000, and the minimum initial
investment for Education IRAs is $500. For additional
information on IRA options, please see the SAI.
Subsequent Investments - Minimum $500
Additions to your account may be made by mail or
by wire. Any subsequent investment must be for at
least $500. When making an additional purchase by
mail, enclose a check payable to "Light Revolution
Fund, Inc." and the Additional Investment Form provided
on the lower portion of your account statement. To
make an additional purchase by wire, please call 1-888-
463-3957 for complete wiring instructions.
HOW TO REDEEM SHARES
In General
Investors may request redemption of part or all of
their Fund shares at any time at the next determined
net asset value. See "Valuation of Fund Shares." You
may be charged a redemption fee of 1.00% of the value
of the shares redeemed on redemptions made within 12
months of the date of purchase. Solely for purposes of
measuring this 12 month period, a purchase is deemed to
be made on the first day of the month in which you make
the purchase. The imposition of the redemption fee may
be waived by the Fund. The redemption fee does not
apply to dividend and capital gain distributions. No
redemption request will become effective until a
redemption request is received in proper form (as
described below) by the Transfer Agent. An investor
should contact the Transfer Agent for further
information concerning redemption of Fund shares. The
Fund normally will mail your redemption proceeds the
next business day and, in any event, no later than
seven days after receipt of a redemption request in
good order. However, when a purchase has been made by
check, the Fund may hold payment on redemption proceeds
until it is reasonably satisfied that the check has
cleared, which may take up to 12 days. Redemptions may
be made by written request, telephone or wire. You may
also redeem Fund shares using the Fund's exchange
privilege, as discussed in the SAI.
Redemptions may also be made through brokers or
dealers. Such redemptions will be effected at the net
asset value next determined after receipt by the Fund
of the broker or dealer's instruction to redeem shares.
Some brokers or dealers may charge a fee in connection
with such redemptions.
Investors who have an Individual Retirement
Account must indicate on their redemption requests
whether or not federal income tax should be withheld.
Redemption requests failing to make an election will be
subject to withholding.
Your account may be terminated by the Fund on not
less than 30 days' notice if, at the time of any
redemption of shares in your account, the value of the
remaining shares in the account falls below $5,000.
Upon any such termination, a check for the proceeds of
redemption will be sent to you within seven days of the
redemption.
<PAGE>
Written Redemption
For most redemption requests, an investor need
only furnish a written, unconditional request to redeem
his or her shares at net asset value to the Transfer
Agent: Firstar Mutual Fund Services, LLC, P.O. Box
701, Milwaukee, Wisconsin 53201-0701. Overnight mail
should be sent to Light Revolution Fund, Inc., Firstar
Mutual Fund Services, LLC, Third Floor, 615 East
Michigan Street, Milwaukee, Wisconsin 53202. Requests
for redemption must (i) be signed exactly as the shares
are registered, including the signature of each owner,
and (ii) specify the number of shares or dollar amount
to be redeemed. Redemption proceeds made by written
redemption request may also be wired to a commercial
bank that you have authorized on your account
application. The Transfer Agent will charge a $12
service fee for wire transactions. Additional
documentation may be requested from corporations,
executors, administrators, trustees, guardians, agents
or attorneys-in-fact. The Fund does not consider the
U.S. Postal Service or other independent delivery
services to be its agents. Therefore, deposit in the
mail or with such services, or receipt at the Transfer
Agent's post office box of redemption requests does not
constitute receipt by the Transfer Agent or the Fund.
Do not send letters by overnight courier to the post
office box. Any written redemption requests received
within 15 days after an address change must be
accompanied by a signature guarantee.
Telephone Redemption
Shares of the Fund may also be redeemed by calling
the Transfer Agent at 1-888-463-3957. Redemption
requests by telephone are available for redemptions of
$1,000 or more. Redemption requests for less than
$1,000 must be in writing. In order to use this
procedure, an investor must have previously elected
this option in writing, which election will be
reflected in the records of the Transfer Agent, and the
redemption proceeds must be mailed directly to the
investor or transmitted to the investor's predesignated
account via wire or ACH transfer. Funds sent via ACH
are automatically credited to your account within three
business days. The Transfer Agent will charge a $12
service fee for wire transactions. To change the
designated account, send a written request with
signature(s) guaranteed to the Transfer Agent. To
change the address, call the Transfer Agent or send a
written request with signature(s) guaranteed to the
Transfer Agent. Additional documentation may be
requested from corporations, executors, administrators,
trustees, guardians, agents or attorneys-in-fact. No
telephone redemption requests will be allowed within 15
days of such a change. The Fund reserves the right to
limit the number of telephone redemptions by an
investor. Once made, telephone redemptions may not be
modified or canceled.
The Transfer Agent will use reasonable procedures
to ensure that instructions received by telephone are
genuine. These procedures may include requiring some
form of personal identification prior to acting upon
telephone instructions, recording telephonic
transactions and/or sending written confirmation of
such transactions to investors. Assuming procedures
such as the above have been followed, neither the Fund
nor the Transfer Agent will be liable for any loss,
cost or expense for acting upon an investor's
instructions or for any unauthorized telephone
redemption. The Fund reserves the right to refuse a
telephone redemption request.
Redeeming Shares Through Financial Intermediaries
If you redeem shares through a financial
intermediary (such as a broker-dealer), such financial
intermediary may charge you transaction fees for their
services. You will not be charged such fees if you
redeem your Fund shares directly through the Fund
without the intervention of a financial intermediary,
although you may be charged a redemption fee of 1.00%
of the value of the shares redeemed on redemptions made
within 12 months of the date of purchase.
Systematic Withdrawal Plan
The Systematic Withdrawal Plan ("SWP") allows you
to make automatic withdrawals from your account at
regular intervals. Redemptions for the purpose of
satisfying such withdrawals may reduce or even exhaust
your account. If the amount remaining in your account
is not sufficient to make an SWP payment, the remaining
amount will be redeemed and the SWP will be terminated.
Redemptions through an SWP made within 12 months of the
date of purchase will be subject to the redemption fee
described above. Please see the SAI for more
information.
Signature Guarantees
Signature guarantees are required for: (i)
redemption requests to be mailed or wired to a person
other than the registered owner(s) of the shares; (ii)
redemption requests to be mailed or wired to other than
the address that appears
<PAGE>
of record; and (iii) any
redemption request if a change of address has been
received by the Fund or the Transfer Agent within the
last 15 days. A signature guarantee may be obtained
from any eligible guarantor institution, as defined by
the SEC. These institutions include banks, saving
associations, credit unions, brokerage firms and
others. Please note that a notary public stamp or seal
is not acceptable.
Redemption in Kind
The Fund has reserved the right to redeem in kind
(i.e., in securities) any redemption request during any
90-day period in excess of the lesser of: (i) $250,000
or (ii) 1% of the Fund's net asset value being
redeemed. Please see the SAI for more information.
Money Market Exchange
The Fund has established a program which permits
Fund shareholders to exchange Fund shares for shares of
the Firstar Money Market Fund. This exchange privilege
is a convenient way to buy shares in a money market
fund in order to respond to changes in your goals or in
market conditions. There is a $5 fee charged per
exchange. Fund shares which are exchanged for shares
of the Firstar Money Market Fund within 12 months of
the date of purchase and which are not reinvested in
the Fund within such 12 month period are subject to the
redemption fee described above. Please see the SAI for
more information on the exchange privilege.
VALUATION OF FUND SHARES
Net asset value for the Fund is calculated by
taking the value of the Fund's total assets, including
interest or dividends accrued, but not yet collected,
less all liabilities, and dividing by the total number
of shares outstanding. The result, rounded to the
nearest cent, is the net asset value per share. The
net asset value per share is determined as of the close
of trading (generally 4:00 p.m. Eastern Standard Time)
on each day the NYSE is open for business. Net asset
value is not determined on days the NYSE is closed.
The price at which a purchase order or redemption
request is effected is based on the next calculation of
net asset value after the order is placed. The Fund's
net asset value may not be calculated on days during
which the Fund receives no orders to purchase shares
and no shares are tendered for redemption. In
determining net asset value, expenses are accrued and
applied daily and investments for which market
quotations are readily available are valued at market
value. Any investments for which market quotations are
not readily available are valued at fair value as
determined in good faith by the Board of Directors of
the Fund.
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN
The Fund has adopted a plan pursuant to Rule 12b-1
under the Investment Company Act of 1940, as amended
(the "12b-1 Plan"), which authorizes it to pay the
Distributor and certain financial intermediaries (such
as broker-dealers) who assist in distributing Fund
shares or who provide shareholder services to Fund
shareholders a distribution and shareholder servicing
fee of up to 0.25% of its average daily net assets
(computed on an annual basis). To the extent fees are
paid under the 12b-1 Plan, the 12b-1 Plan has the
effect of increasing the Fund's expenses from what they
would otherwise be. Because Rule 12b-1 fees are paid
out of the Fund's net 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 paying other types of sales charges.
The Fund currently intends to make payments under the
12b-1 Plan to the maximum extent allowable. For
additional information on the 12b-1 Plan, please see
the SAI.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT
For federal income tax purposes, all dividends
paid by the Fund and distributions of net realized
short-term capital gains are taxable as ordinary income
whether reinvested or received in cash unless you are
exempt from taxation or entitled to a tax deferral.
Distributions paid by a Fund from net realized long-
term capital gains, whether received in cash or
reinvested in additional shares, are taxable as a
capital gain. The capital gain holding period (and the
applicable tax rate) is determined by the length of
time the Fund has held the security and not the length
of time you have held shares in the Fund. The Fund
expects that, because of its investment objective, its
distributions will consist primarily of long- and short-
term capital gains. Investors are informed annually as
to the amount and nature of all dividends and capital
gains paid during the prior year. Such capital gains
and dividends may also be subject to state or local
taxes. If you are not required to pay taxes on your
income, you are generally not required to pay federal
income taxes on the amounts distributed to you.
<PAGE>
The Fund intends to pay dividends and distribute
capital gains, if any, at least annually. When a
dividend or capital gain is distributed, the Fund's net
asset value decreases by the amount of the payment. If
you purchase shares shortly before a distribution, you
will be subject to income taxes on the distribution,
even though the value of your investment (plus cash
received, if any) remains the same. All dividends and
capital gains distributions will automatically be
reinvested in additional Fund shares at the then
prevailing net asset value unless an investor
specifically requests that either dividends or capital
gains or both be paid in cash. An investor may change
an election by telephone, subject to certain
limitations, by calling the Transfer Agent at 1-888-463-
3957.
Investors requesting to have dividends and/or
capital gains paid in cash may choose to have such
amounts mailed or sent via electronic funds transfer
("EFT"). Transfers via EFT generally take up to three
business days to reach the investor's bank account.
If an investor elects to receive distributions and
dividends by check and the post office cannot deliver
such check, or if such check remains uncashed for six
months, the Fund reserves the right to reinvest the
distribution check in the shareholder's account at the
Fund's then current net asset value per share and to
reinvest all subsequent distributions in shares of the
Fund.
If you do not furnish the Fund with your correct
social security number or taxpayer identification
number, the Fund is required by federal law to withhold
federal income tax from your distributions and
redemption proceeds at a rate of 31%.
An exchange of Fund shares for shares pursuant to
the Fund's exchange privilege is treated the same as an
ordinary sale and purchase for federal income tax
purposes and you will realize a capital gain or loss.
An exchange is not a tax-free transaction.
This section is not intended to be a full
discussion of federal income tax laws and the effect of
such laws on you. There may be other federal, state or
local tax considerations applicable to a particular
investor. You are urged to consult your own tax
advisor.
YEAR 2000 ISSUE
The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of the Adviser,
Firstar and Firstar Bank. Many computer software
systems in use today cannot properly process date-
related information after December 31, 1999 because of
the method by which dates are encoded and calculated.
This failure, commonly referred to as the "Year 2000
Issue," could adversely affect the handling of security
trades, pricing and account servicing for the Fund.
The Adviser has made compliance with the Year 2000
Issue a high priority and is taking steps that it
believes are reasonably designed to address the Year
2000 Issue with respect to its computer systems. The
Adviser has also been informed that comparable steps
are being taken by the Fund's other major service
providers. The Adviser does not currently anticipate
that the Year 2000 Issue will have a material impact on
its ability to continue to fulfill its duties as
investment adviser to the Fund. However, there can be
no assurance that the computer systems of the companies
in which the Fund invests will be timely converted or
that the value of such investments will not be
adversely affected by the Year 2000 Issue.
<PAGE>
ADDITIONAL INFORMATION
DIRECTORS CUSTODIAN
Henry Hewitt Firstar Bank Milwaukee, N.A.
Brian Hatch Third Floor
John Hewitt, Jr. 615 East Michigan Street
Tamsin Taylor Milwaukee, Wisconsin 53202
PRINCIPAL OFFICERS ADMINISTRATOR, TRANSFER AGENT AND
DIVIDEND-DISBURSING AGENT
Henry Hewitt, President
Charles M. O'Herin, Vice President, Firstar Mutual Fund Services, LLC
Treasurer and Secretary Third Floor
615 east Michigan Street
Milwaukee, Wisconsin 53202
INVESTMENT ADVISER
INDEPENDENT ACCOUNTANTS
Light Index Investment Company
704 Court A PricewaterhouseCoopers LLP
Tacoma, Washington 98402 100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
DISTRIBUTOR
LEGAL COUNSEL
First Data Distributors, Inc.
4400 Computer Drive Godfrey & Kahn, S.C.
Westborough, Massachusetts 01581-5108 780 North Water Street
Milwaukee, Wisconsin 53202
The SAI for the Fund contains additional
information about the Fund. The Fund's SAI, which is
incorporated by reference into this Prospectus, is
available without charge upon request to the address or
toll-free telephone number noted on the cover page of
this Prospectus. These documents may also be obtained
from certain financial intermediaries, including the
Fund's Distributor, who purchase and sell Fund shares.
General inquiries regarding the Fund can be directed to
the Fund at the address and toll-free telephone number
on the cover page of this Prospectus.
Information about the Fund (including the SAI) can
be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for information relating to the
operation of the Public Reference Room. Other
information about the Fund is available on the SEC's
Internet site at http://www.sec.gov or upon payment of
a duplicating fee, by writing the Public Reference Room
of the SEC, Washington, D.C. 20549-6009.
The Fund's 1940 Act File Number is 811-8535.
