RICHARDSON T O TRUST
497, 1999-05-27
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                                                                  May 27, 1999

                      T.O. RICHARDSON SECTOR ROTATION FUND
- --------------------------------------------------------------------------------
                          Supplement to the Prospectus
                             dated December 30, 1998

We are pleased to announce that the Board of Trustees for T.O. Richardson Sector
Rotation Fund has approved a reduction to the Fund's  Redemption  Fee from 1.25%
to  1.00%  of the  current  market  value  of  the  shares  redeemed,  effective
immediately.

The Prospectus is amended as follows:

Page 7

Under  the  subheading  "What  are the  Costs of  Investing  in the  Fund?"  the
following change is made:

         Redemption Fee.................................................1.00%(1)


(1)      On  redemptions  of Fund shares  held for less than one year,  the Fund
         charges  a fee of  1.00% of the  current  market  value of Fund  shares
         redeemed.  This fee is paid to the Fund.  This fee is  waived  for Fund
         shareholders that were previously private clients of the Advisor.  Fund
         shares purchased  through dividend  reinvestment are not subject to the
         fee.  If you redeem  shares by wire,  you may be charged a $12  service
         fee. See "Redeeming Shares of the Fund."

         Please   retain   this   Supplement   with   your
         Prospectus for future reference.




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