RICHARDSON T O TRUST
497, 2000-10-04
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                                   PROSPECTUS

                            dated September 29, 2000

                                T.O. RICHARDSON

                              SECTOR ROTATION FUND

                    and T.O. RICHARDSON FOCUSED TREND FUND

                              Two Bridgewater Road

                       Farmington, Connecticut 06032-2256

                                 1-800-643-7477

The investment  objective of the Sector Rotation Fund and the Focused Trend Fund
is to seek capital  appreciation  while providing some  protection  against down
markets.  The Sector Rotation Fund's investment  advisor allocates assets mainly
among equity  securities of companies within industry sectors it determines have
the  greatest  potential  for market  appreciation.  The  Focused  Trend  Fund's
investment  advisor allocates assets mainly among equity securities of companies
within  market  indexes it  determines  have the greatest  potential  for market
appreciation.

These  securities  have not been approved or  disapproved  by the Securities and
Exchange  Commission nor has the Commission passed upon the accuracy or adequacy
of this Prospectus. Any representation to the contrary is a criminal offense.


<PAGE>





                                TABLE OF CONTENTS

                                                                        Page No.


Highlights                                                                 2
Sectors the Sector Rotation Fund Will Invest In                            8
Market Indexes the Focused Trend Fund Will Invest In                      10
The Funds' Investment Policies                                            11
The Management of the Funds                                               14
How Fund Shares are Priced                                                15
Purchasing Shares of the Funds                                            16
Individual Retirement Accounts                                            18
Redeeming Shares of a Fund
Exchanging Fund Shares for Shares of other Funds                          22
Dividends, Capital Gains and Tax Treatment                                22
Financial Highlights for the Sector Rotation Fund                         23
Additional Information                                                    25


No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations  other than those contained in this Prospectus and the Statement
of Additional  Information  ("SAI"),  and if given or made, such  information or
representations  may not be relied upon as having been  authorized by the Funds.
This  Prospectus does not constitute an offer to sell securities in any state or
jurisdiction in which such offering may not lawfully be made.

Highlights

What are each Fund's Investment Goals and Objectives?

The investment  objective of each Fund is to seek capital appreciation with some
protection against down markets.  To accomplish this goal, the Advisor allocates
the Sector  Rotation  Fund's assets mainly among the stocks of companies  within
particular  sectors or industries  within the U.S. economy and the assets of the
Focused  Trend Fund mainly among the stocks of companies  included in particular
market indexes, including international indexes. The Advisor chooses sectors and
indexes based on their potential for  appreciation  relative to other sectors or
market indexes,  and relative to the stock market as a whole. As with any mutual
fund,  there is no assurance that either Fund will achieve its goal. Each Fund's
investment  objective  may  be  changed  by  the  Trustees  without  shareholder
approval; however, prior to any such change, shareholders would be given notice.

What is each Fund's Investment Strategy?

The Funds' Advisor, T.O. Richardson Company, Inc. (the "Advisor"), believes that
limiting  losses is as important to building  capital as  maximizing  gains.  To
accomplish  this goal,  the  Advisor  makes  investments  in rising  markets and
industry sectors (for the Sector Rotation Fund), or in rising markets and market
indexes  (for the Focused  Trend Fund) and may invest  portions or all of either
Fund in money market instruments for capital preservation in falling markets and
sectors (for the Sector  Rotation Fund) or in falling markets and market indexes
(for  the  Focused  Trend  Fund).   The  Advisor  does  extensive   quantitative
(mathematical)  investment  research and applies the results of this research to
its management of the Funds.

The Sector Rotation Fund invests in five or more industry sectors that offer the
greatest  market  appreciation  during each market  cycle.  A market  cycle is a
period of time in which market prices rise to a peak,  fall to a trough and then
rise again to a baseline.  Within each sector,  the Sector Rotation Fund expects
to invest in five or more stocks.  Within each market  index,  the Focused Trend
Fund expects to invest in ten or more stocks.  If the Focused Trend Fund invests
in more than one  market  index at a time,  the  number  of  stocks  held by the
Focused Trend Fund in companies in each index may be reduced. The average market
capitalization (i.e., the price of a company's stock multiplied by the number of
its outstanding shares) of the issuers of these stocks will vary widely.

The Advisor  conducts  extensive  research to determine which sectors and market
indexes of the economy offer the most investment opportunity,  and which sectors
and indexes offer the least,  at any point in time.  When the Advisor finds that
sectors it selected  previously  are facing slower or negative  growth,  it will
move out of these sectors. If the Advisor finds that there are no sectors of the
economy  offering  investment  opportunity  for the Sector Rotation Fund greater
than the return on short-term money market instruments,  the Fund will invest in
such  instruments  until the  situation  changes.  When the  Advisor  finds that
companies  in indexes it  selected  previously  are  facing  slower or  negative
growth,  it will move out of these indexes.  If the Advisor finds that there are
no market indexes in the United States or  internationally  offering  investment
opportunities  greater than the return on short-term  money market  instruments,
the Fund will invest in such instruments until the situation changes.

Up to 100% of either Fund's  assets can be invested in  short-term  money market
instruments. In such a defensive situation, the Funds may not be able to achieve
their respective investment  objectives.  Typically,  some of each Fund's assets
may be held in short-term  money market  instruments  and cash to pay redemption
requests and expenses of the Fund.

Descriptions  of many of the sectors in which the Fund may invest are located in
the section of the  prospectus  called  "Sectors the Sector  Rotation  Fund Will
Invest In".  Descriptions  of the market indexes in which the Focused Trend Fund
may invest are located in the section of the prospectus  called "Market  Indexes
the Focused Trend Fund Will Invest In".

What are the Principal Risks of Investing in the Funds?

Because the Funds can be volatile  over the  short-term,  they are  suitable for
long-term  investors  only and are not designed as short-term  investments.  The
share price of each Fund will fluctuate and may, at redemption, be worth more or
less than the  initial  purchase  price.  As a result,  you could  lose money by
investing in a Fund.

Investors  in the Funds will be exposed to the natural  market  risks that exist
with any investment in equity  securities,  which include the  possibility  that
stock prices in general will decline, or that the individual stocks selected for
a Fund will decline in price.  Other risks include  changes in general  economic
trends (e.g. employment levels,  economic growth, interest rate levels, currency
exchange  rates),  supply  and  demand  fluctuations,  competition,  the pace of
technological change and the risk of obsolescence,  consumer tastes and domestic
and international economic, political and regulatory developments.

Specific Risks Associated With A Focused Trend Approach to Investment Management
Include:

Concentration  in  Industry  Sectors.  The  Sector  Rotation  Fund's  investment
strategy  may  call for  investments  of as much as 20% of the  Sector  Rotation
Fund's assets in each of five  concentrated  industry groups.  There is the risk
that one or more industry  groups may lose favor with investors and fall rapidly
in value due to news events that quickly  affect the market's  perception of the
industry.

Risks of Investing in Particular  Sectors.  Each industry  sector is affected by
its own particular risks which may not affect other sectors.  Sectors which rely
upon  the  development  of new  technology  such  as  Biotechnology,  Computers,
Electronics,  Health Care and  Telecommunications  are particularly  affected by
rapid  product  obsolescence,  government  regulation  and intense  competition.
Cyclical  Industries,   Financial  Service  Industries,  Natural  Resources  and
Utilities may be subject to risks of interest rate  fluctuations,  market cycles
and international markets.

Specific Risks Associated With a Focused Trend Approach to Investment Management
Include:

Concentration in Index Specific Securities.  The Focused Trend Fund's investment
strategy may call for investments of as much as 100% of the Focused Trend Fund's
assets in stocks  within  one market  index.  There is the risk that one or more
market index groups may lose favor with  investors and fall rapidly in value due
to news events that quickly  affect the  market's  perception  of the  companies
within the particular index group.

Risks of  Investing  in  Particular  Market  Indexes.  Each market  index may be
affected by its own particular risks which may not affect other indexes. Indexes
of  companies  within the NASDAQ 100 Index  include  the largest and most active
non-financial  domestic  and  international  issues  listed on the NASDAQ  Stock
Market  and  may  rely  upon  the   development  of  new   technology   such  as
Biotechnology,  Computers,  Electronics,  Health Care and Telecommunications and
are particularly affected by rapid product  obsolescence,  government regulation
and  intense  competition.  The S&P 100 Index is composed of 100 major blue chip
stocks  across  diverse  industry  groups.  Some market  indexes  favoring  high
technology  companies  carry the risks involved in their  markets.  Other market
indexes may be focused on different segments of the market and may be subject to
risks which particularly  affect their segments.  For example indexes made up of
smaller  companies or international  companies may not have the market liquidity
of larger companies.

Portfolio Turnover. Purchase and sale of stocks is determined by market dynamics
which may at times call for buying and holding  stocks for only short periods of
time.  One risk of the  strategy  is that high  portfolio  turnover  can lead to
increased brokerage commissions or dealer mark-ups or other transaction costs on
purchases and sales of securities.  Relatively high portfolio  turnover may also
result  in  increased  short-term  capital  gains,  which  are taxed at a higher
federal  income tax rate than long-term  capital gains.  In the past, the Sector
Rotation Fund has experienced very high portfolio turnover.  In the future, both
Funds could experience high portfolio  turnover which could adversely affect the
performance of the Funds.

Investment in Cash. One of the Sector Rotation Fund's strategies is to invest in
cash positions when there are fewer than five industry  sectors or fewer than 20
companies (in the case of the Focused Trend Fund) providing short or medium term
returns  greater  than money  market  returns.  This  usually  occurs when broad
markets  are  declining  rapidly.  The  purpose  of the  strategy  is to protect
principal in falling  markets.  There is a risk that the industry sectors in the
case of the  Sector  Rotation  Fund or the  market  indexes  in the  case of the
Focused Trend Fund will begin to rise rapidly and that the respective  Fund will
not be able to reinvest the cash position  into  advancing  industry  sectors or
companies  comprising the market indexes,  as the case may be, quickly enough to
capture the initial returns of changing market conditions.

Exposure to Foreign Markets.  American  Depository  Receipts ("ADR"s) of foreign
companies  and equity  securities of U.S.  companies  with  substantial  foreign
operations  may  involve  additional  risks  related to  political,  economic or
regulatory conditions in foreign countries.  Securities of companies in emerging
countries can be more  volatile and less liquid than  securities of companies in
fully developed countries.

For descriptions of the risks involved in investing in particular  sectors,  see
the SAI.

What has the Sector Rotation Fund's Performance Been?

The bar chart and  performance  table shown below  provide an  indication of the
risks of investing in the Sector Rotation Fund by showing the performance of the
Sector  Rotation Fund during the Fund's first calendar year comparing the Fund's
performance  to that of a  broad-based  securities  market  index.  How the Fund
performed  in the past is not  necessarily  an  indication  of how the Fund will
perform in the future.

                      T.O. Richardson Sector Rotation Fund
                                 (Total return per calendar year)

                                   [Bar Chart]

                                      1999

                                                                       65.80%

During the period shown in the bar chart,  the highest  return for a quarter was
38.86%  during the quarter  ended  December 31, 1999 and the lowest return for a
quarter was 1.70% during the quarter ended September 30, 1999.

Average Annual Total Returns for Period Ended December 31, 1999


                                                       Since Inception
                                                    One Year (December 31, 1998)

The T.O. Richardson Sector Rotation Fund   65.80%   65.57%
Standard & Poor's 500 Index*               21.04%   20.78%

The Total Return for the Six Months Ended June 30, 2000 was 3.42%.

* The  Standard & Poor's 500 Index is a widely  recognized,  unmanaged  index of
common stocks of 500 leading U.S. companies from a broad range of industries.

Because  the  Focused  Trend Fund is new,  there is no  performance  information
available at this point.  Once the Focused Trend Fund has an annual total return
for at least one calendar year, the Focused Trend Fund will have a bar chart and
table  showing the Focused  Trend Fund's  annual  total  return  compared to the
returns of at least one stock market index, such as the S&P 500 Index.

What are the Costs of Investing in the Funds?

This table shows you the fees and expenses that investors in the Fund will pay.
<TABLE>
<CAPTION>
<S>                                                                                <C>              <C>

---------------------------------------------------------------------------------- ---------------- ----------------
                                                                                   Sector           Focused Trend
                                                                                   Rotation Fund    Fund

---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Shareholder Fees (fees paid directly from the amount of your investment)
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Maximum Sales Charge Imposed on Purchases                                          None             None
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Maximum Deferred Sales Charge                                                      None             None
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Maximum Sales charge Imposed on Reinvested Dividends or other Distributions        None             None
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Redemption Fee (1)                                                                 1.00%            1.00%
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Exchange Fee (2)                                                                   None             None
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Annual Fund Operation Expenses (expenses deducted from the Fund as a percentage
of average net assets)
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Management Fees                                                                    1.50%            1.25%
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Distribution (Rule 12b-1) and/or Service Fees                                      None             0.25%(3)
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Other Expenses                                                                     0.45%(4)         0.56%(5)
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Total Annual Fund Operating Expenses                                               1.95%            2.06%
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Less:  Expense Reimbursement                                                       N/A              -0.11%(5)
---------------------------------------------------------------------------------- ---------------- ----------------
---------------------------------------------------------------------------------- ---------------- ----------------
Net Total Annual Fund Operating Expenses                                           N/A              1.95%
---------------------------------------------------------------------------------- ---------------- ----------------
</TABLE>


(1) Each Fund charges a fee of 1.00% on redemptions of Fund shares held for less
than one  year.  This fee is paid to the  Fund.  This fee is  waived  for  those
persons  exchanging  shares between the two Funds. If you redeem shares by wire,
you may be charged a $12 service fee. See "Redeeming Shares of the Funds."

(2) There is no charge for written requests to exchange either Fund's shares for
shares of the Firstar Money Market Funds.  Firstar  charges a $5.00 fee for each
exchange  transaction  executed by telephone.  See  "Exchanging  Fund Shares for
Shares of Other Funds."

(3) The Focused Trend Fund has adopted a Rule 12b-1 plan,  which allows the Fund
to pay  distribution  fees for the  sale and  distribution  of its  shares.  The
maximum level of distribution  expenses to be paid by the Fund is 0.25% per year
of the Fund's average daily net asset value.

(4) Until  December  31,  1999,  the Advisor  waived its  management  fee and/or
reimbursed the Section Rotation Fund's other expenses to the extent necessary to
ensure that the total  annual  operating  expenses  did not exceed  1.95% of the
Fund's average net assets. The Advisor stopped waiving its management fee and/or
reimbursing  the Fund's other  expenses as of December 31, 1999. The Advisor may
recoup amounts waived or reimbursed to the extent actual fees and expenses for a
period are less than the 1.95% expense limitation caps, provided,  however, that
the Advisor  shall only be entitled to recoup such amounts for a period of three
years  from the date such  amount  was  waived or  reimbursed.  The  Advisor  is
currently  recouping expenses under the expense limitation cap. "Other Expenses"
includes expense waiver recovery of 0.02% of the Fund's average net assets.

(5) Until  December 31, 2001,  the Advisor is waiving its  management fee and/or
reimbursing  the Focused Trend Fund's other expenses to the extent  necessary to
ensure  that the total  annual  operating  expenses  do not exceed  1.95% of the
Fund's  average net assets.  The Advisor  may stop  waiving its  management  fee
and/or reimbursing the Fund's other expenses after December 31, 2001. Any waiver
or  reimbursement  is subject to later adjustment to allow the Advisor to recoup
amounts waived or reimbursed to the extent actual fees and expenses for a period
are less than the expense limitation caps, provided,  however,  that the Advisor
shall only be entitled  to recoup such  amounts for a period of three years from
the date such amount was waived or reimbursed.  The expense  information for the
Sector Rotation Fund has been restated to reflect current fees.

Example

This  example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds.

The assumptions we have made for this example are:
1.       You invest $10,000 in the Fund.
2.       Your investment has a 5% return each year.
3.       The Fund's operating expenses remain the same.
4.       You reinvested all dividends and capital gains distributions

<TABLE>
<CAPTION>
<S>                                                                           <C>                 <C>

                                                                              Sector Rotation     Focused Trend
                                                                              Fund (1)            Fund(2)
----------------------------------------------------------------------------- ------------------- ------------------
----------------------------------------------------------------------------- ------------------- ------------------
Although your actual costs may be higher or lower, based on these
assumptions, your cost to hold a Fund's shares for just one year would be     $198                $198
----------------------------------------------------------------------------- ------------------- ------------------
----------------------------------------------------------------------------- ------------------- ------------------
If you held Fund shares for three years, the cost would be                    $612                $636
----------------------------------------------------------------------------- ------------------- ------------------
----------------------------------------------------------------------------- ------------------- ------------------
If you held Fund shares for five years, the cost would be                     $1,048              N/A
----------------------------------------------------------------------------- ------------------- ------------------
----------------------------------------------------------------------------- ------------------- ------------------
If you held Fund shares for ten years, the cost would be                      $2,258              N/A
----------------------------------------------------------------------------- ------------------- ------------------
</TABLE>

(1) The one and three year numbers for the Sector Rotation Fund are based on the
net expenses  resulting from the expense waiver recovery  described  above.  The
expenses for each  subsequent  year are based on the Fund's  expenses before the
expense waiver recovery.

(2) The one year  number for the  Focused  Trend Fund is based on the Fund's net
expenses  resulting  from  the  expense  cap  agreement   described  above.  All
subsequent  years  are  based on the  Fund's  expenses  before  any  waivers  or
reimbursements.

                 Sectors the Sector Rotation Fund Will Invest In

Some of the  sectors  the  Sector  Rotation  Fund may  choose  to  invest in are
described  here.  The Fund may choose to invest in  sectors  that are not listed
below. The SAI includes complete descriptions of each sector listed below.

Basic Materials

Companies  that  manufacture,  mine,  process or  distribute  raw  materials and
intermediate goods used in building and manufacturing.

Biotechnology

Companies  that  research,  develop  and  manufacture  various  biotechnological
products, services, and processes.

Business Services

Companies  that  provide  business-related  services  such as  data  processing,
consulting,  outsourcing,  temporary  employment,  market  research or data base
services, printing, advertising,  computer programming, credit reporting, claims
collection, mailing and photocopying to companies and other organizations.

Computers

Companies that research, design, develop,  manufacture,  or distribute products,
processes,  or services that relate to hardware  technology  within the computer
industry.

Cyclical Industries

Companies  involved in the supply or sale of materials,  equipment,  products or
services  related  to  cyclical  industries  such as the  automotive,  chemical,
construction  and  housing,  defense  and  aerospace,   environmental  services,
industrial   equipment   and   materials,   paper  and  forest   products,   and
transportation industries.

Electronics

Companies that design, manufacture, or sell electronic components and systems.

Energy

Companies in the energy industry, including oil, gas, electricity, and coal, and
alternative sources of energy such as nuclear, oil shale, and solar power.

Energy Services

Companies that provide services and equipment to firms in the energy industry.

Environmental Services

Companies in the waste management or pollution control business.

Financial Services

Companies in the financial  services  industry  including  insurance  companies,
brokerage firms, banks, etc.

Food and Agriculture

Companies that make or distribute food, beverages, and agricultural products.

Health Care

Companies that make or sell products used in heath care.

Health Care Services

Companies  that  own  or  run  hospitals,   nursing  homes,  health  maintenance
organizations,  and other companies  specializing in the delivery of health care
services.

Industrial Equipment

Companies  that make  equipment  used by industry,  such as farm  equipment  and
industrial machinery.

Leisure

Companies in the leisure and entertainment business.

Medical Equipment

Companies  that  make  or  sell  medical   equipment  and  devices  and  related
technologies.

Multimedia

Companies  that make or sell  products and services  used in the  broadcast  and
media industries.

Natural Resources

Companies that own or develop natural resources, or supply goods and services to
companies in the natural resources business.

Precious Metals and Minerals

Companies  that  explore,  mine,  process,  or deal in gold,  silver,  platinum,
diamonds, or other precious metals and minerals.

Retailing

Companies  engaged in  merchandising  finished  goods and services  primarily to
individual consumers.

Software and Computer Services

Companies  that  make  or  sell  software  or  information-based  services,  and
consulting, communications, and related services.

Technology

Companies  that  develop,  produce or  distribute  products  or  services in the
computer,  semi-conductor,   electronics,   communications,   health  care,  and
biotechnology sectors.

Telecommunications

Companies   that  engage  in  the   development,   manufacturing,   or  sale  of
communications services or communications equipment.

Transportation

Companies   engaged  in  providing   transportation   services  in  the  design,
manufacturing, distribution, or sale of transportation equipment.

Utilities

Companies in the public utilities  industry and companies deriving a majority of
their revenues from public utility operations.

              Market Indexes the Focused Trend Fund Will Invest In

Some of the indexes  comprised of companies in which the Focused  Trend Fund may
choose to invest are described  here. The Fund may choose to invest in companies
in indexes that are not listed below. The SAI includes complete  descriptions of
each market index listed below.

S&P 100 Index

The Standard & Poor's 100 Stock Index,  known by its ticker symbol OEX, measures
large company U.S. stock market performance. This market capitalization-weighted
index is made up of 100 major blue chip stocks across diverse  industry  groups.
Five of the largest companies in the index are Microsoft,  Cisco, Intel, Oracle,
and Sun Micro Systems.

Dow Jones Industrial Average

The Dow Jones  Industrial  Average measures the performance of 30 of the largest
U.S.  industrial  companies.   This  price  weighted  index,  started  in  1896,
represents  what the  publisher,  Dow  Jones  Publishing,  considers  the  "most
important"  industrial  companies  in the  United  States.  Five of the  largest
companies  included in the averages are GE, Microsoft,  Intel,  Exxon Mobil, and
Wal-Mart.  The Dow Jones  Industrial  Average can be purchased and sold as units
called DIAMONDS on the New York Stock Exchange (the "NYSE").

Nasdaq-100 Index

The Nasdaq-100 Index reflects  NASDAQ's largest  companies across major industry
groups,   including   computer   hardware  and   software,   telecommunications,
retail/wholesale   trade  and  biotechnology  based  on  market  capitalization.
Launched in 1985,  the Nasdaq-100  Index  represents the largest and most active
non-financial  domestic  and  international  issues  listed on The NASDAQ  Stock
Market(R).  Its largest companies also include Microsoft,  Cisco, Intel, Oracle,
and Sun Microsystems.  It is heavily weighted toward high technology industries.
The  Nasdaq-100  Index can be  purchased  and sold as units on the stock  market
under the symbol "QQQ."

S & P 500 Index

The Standard & Poor's 500 Index is widely regarded as the standard for measuring
large-cap U.S. stock market performance and includes a representative  sample of
leading companies in leading industries.  Leading companies within the index are
highly liquid and can usually be purchased and sold in large quantities  without
affecting stock price. The S&P 500 Index can also be purchased and sold in units
called Spiders on the stock market. Although the Fund will not seek to invest in
a large  number of companies  within the index,  it should be noted that because
the index is capitalization  weighted, the 25 largest companies within the index
account for 44.1 % of its total  market  value,  and many of the largest such as
Oracle, Home Depot, AOL, Dell and EMC were not very large just a few years ago.

International Indexes

S&P International Indexes

Standard & Poor's also  maintains  several  indexes that may be used by the Fund
from  time to  time  should  management  determine  the  investment  climate  is
favorable.  These  include S&P Euro Index,  S&P/TOPIX  150, S&P Asia Pacific 100
Index, S&P Latin America 40 Index, and S&P United Kingdom 150 Index.

                         The Funds' Investment Policies

Securities and Investment Practices

The following  discussion contains more detailed  information about the types of
instruments the Funds will invest in, and certain strategies the Advisor may use
to achieve each Fund's investment  objective.  A complete listing of each Fund's
limitations  and more detailed  information  about each Fund's  investments  are
contained in the Funds' SAI.

Equity  Securities.  These  securities  include common stocks,  ADRS,  preferred
stocks,  convertible  securities and warrants.  Equity  securities  represent an
ownership  interest in a company.  Stock prices  fluctuate based on changes in a
company's  financial  condition and on overall market conditions.  The stocks of
smaller  companies tend to be more  sensitive to these  factors.  ADRs represent
equity in foreign  companies.  They are  purchased and sold in the United States
securities markets in U.S. dollars.

Money Market Securities.  These are high-quality,  short-term instruments issued
by  the  U.S.  Government,   corporations,  financial  institutions,  and  other
entities.  They may carry fixed,  variable,  or floating  interest rates and may
include  commercial  paper,  demand  notes,  certificates  of deposit,  banker's
acceptances and time deposits.

Variable and Floating Rate Securities. These securities have interest rates that
are periodically  adjusted either at specific  intervals or whenever a benchmark
rate changes.

Repurchase Agreements.  In a repurchase agreement, a Fund buys a security at one
price and  simultaneously  agrees to sell it back at a higher  price.  Delays or
losses  could  result if the other  party to the  agreement  defaults or becomes
insolvent.

Investment  Companies  (Mutual  Funds).  Each Fund may  invest in other  open or
closed  end  funds.  If a Fund  invests  in  other  investment  companies,  Fund
shareholders  would  also  pay,  indirectly,  the  fees  and  expenses  of  such
investment companies. A Fund would use this strategy when the Advisor determines
that this approach is the most  economical way to invest in a particular  sector
or market  index,  as the case may be, or to  facilitate  investment  in certain
foreign countries.

Borrowing.   A  Fund  may  borrow  from  banks  or  through  reverse  repurchase
agreements.  If a Fund borrows money,  its share price may be subject to greater
fluctuation  until the  borrowing  is paid  off.  If the Fund  makes  additional
investments  while borrowings are outstanding,  this may be considered a form of
leverage. A Fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33 1/3% of its total assets.

Temporary  Strategies.  The Advisor may hold cash and/or invest all or a portion
of a Fund's assets in money market instruments or money market funds.

Foreign  Investments.  The Focused  Trend Fund expects that under normal  market
conditions,  the  Fund's  investments  in  securities  of foreign  issuers  will
comprise not more than 25% of the assets of the Fund. Further, the Focused Trend
Fund will seek to invest in companies  within foreign market indexes that have a
history of substantial market liquidity.

Foreign investments involve certain special risks, including:

Unfavorable changes in currency exchange rates: Foreign investments are normally
issued  and  traded in  foreign  currencies.  As a result,  their  values may be
affected  by changes in  exchange  rates  between  foreign  currencies  and U.S.
Dollars.

Political and economic  developments:  Foreign investments may be subject to the
risks of seizure by a foreign  government,  imposition  of  restrictions  on the
exchange or export of foreign currency, and tax increases.

Unreliable  or  untimely  information:  There may be less  information  publicly
available  about a foreign company than about most U.S.  companies,  and foreign
companies  are  usually  not  subject  to  accounting,  auditing  and  financial
reporting standards and practices as stringent as those in the United States.

Limited legal  recourse:  Legal  remedies for investors may be more limited than
the remedies available in the United States.

Limited markets:  Certain foreign  investments may be less liquid (harder to buy
and sell) and more volatile than U.S. investments, which means the Focused Trend
Fund may at times be unable  to sell  these  foreign  investments  at  desirable
prices.  For the same  reason,  the Focused  Trend Fund may find it difficult to
value its foreign investments.

Trading practices:  Brokerage  commissions and other fees are usually higher for
foreign  investments  than  for  U.S.  investments.  The  procedures  and  rules
governing foreign  transactions and custody may also involve delays in payments,
delivery or recovery of money or investments.

Low yield:  Common stocks of foreign companies have  historically  offered lower
dividends than stocks of comparable U.S.  companies.  Foreign  withholding taxes
may further reduce the amount of income  available to distribute to shareholders
of the fund.

The risks of foreign  investments  are  typically  increased  in less  developed
countries,  which are sometimes  referred to as emerging  markets.  For example,
political and economic  structures in these  countries may be changing  rapidly,
which can cause instability.  These countries are also more likely to experience
high levels of inflation,  deflation or currency  devaluation,  which could hurt
their economies and securities markets. For these and other reasons, investments
in emerging markets are considered speculative.

Derivatives.  It is the Advisor's  intention to use derivatives only for hedging
all or  portions  of a  Fund's  assets  from  time  to  time,  and  to use  only
derivatives  available  in  regulated  U.S.  securities  markets.   Examples  of
derivatives the Advisor expects to use are U.S. Treasury notes,  bills and bonds
futures,  S&P 500 Index and other  stock  index  futures and options and foreign
currency futures contracts.

Each Fund may engage in a variety of transactions involving derivatives, such as
futures,  options,  warrants,  and swap  contracts.  Derivatives  are  financial
instruments whose value depends upon, or is derived from, the value of something
else, such as one or more underlying investments, pools of investments,  indexes
or currencies.  A Fund may use derivatives for hedging and non-hedging purposes.
However,  the Advisor may choose not to use derivatives,  based on an evaluation
of market conditions or the availability of suitable derivatives.

Derivatives  involve special risks and costs and may result in losses. Each Fund
depends on the Advisor's ability to handle these sophisticated instruments.  The
prices of derivatives may move in unexpected ways, especially in abnormal market
conditions.  Some  derivatives  are  "leveraged"  and accordingly may magnify or
otherwise  increase  investment losses. The use of derivatives may also increase
the amount of taxes payable by shareholders.

Other risks arise from the potential  inability to terminate or sell derivatives
positions.  A liquid  market  may not  always  exist  for a  Fund's  derivatives
positions at any time. For further  information  about the risks of derivatives,
see the SAI.

                           The Management of the Funds

The Advisor

Each Fund's Advisor is T.O.  Richardson  Company,  Inc., Two  Bridgewater  Road,
Farmington,  Connecticut  06032-2256.  Under the Investment  Advisory  Agreement
between the Funds and the Advisor,  the Sector  Rotation Fund pays the Advisor a
fee at the annual rate of 1.50% of the Fund's  average  daily net assets and the
Focused  Trend Fund pays the  Advisor a  management  fee of 1.25% of the Focused
Trend Fund's  average daily net assets.  The advisory fees are accrued daily and
payable monthly. Winning by Not Losing(R) is the Advisor's approach to achieving
superior long term returns with consistent emphasis on capital  preservation for
risk averse individuals, institutions, endowments and pension plans.

Portfolio Management Team

Each Fund's portfolio management team is led by L. Austine Crowe, Executive Vice
President of the Advisor. For the past six years, Mr. Crowe has actively managed
private  accounts for T.O.  Richardson  using the Advisor's  sector rotation and
focused trend  disciplines.  He has also managed the Sector  Rotation Fund since
December 1998. Mr. Crowe is the Chairman of the Advisor's investment  committee,
which has  responsibility for all of the Advisor's  investment  decision making.
The  portfolio  management  team for each  Fund  includes  Samuel  Bailey,  Jr.,
Chairman of T.O. Richardson, and Ralph L. Gaudet, Jr., Managing Director of T.O.
Richardson. Together the group has more than 60 years of investment experience.

Distributor

The Funds' distributor is T.O. Richardson Securities,  Inc., (the "Distributor")
Two Bridgewater Road, Farmington,  Connecticut 06032-2256. The Distributor is an
affiliate  of the  Advisor.  The Funds and the  Distributor  have entered into a
Distribution  Agreement  under  which the  Distributor  serves as the  principal
underwriter of the Funds, with responsibility for promoting sales of each Fund's
shares.  As compensation for its services,  the Distributor may retain a portion
of the Rule 12b-1 fees payable by the Focused Trend Fund.  The  Distributor  may
pay all or a portion of its fee to  registered  broker  dealers who sell Focused
Trend Fund shares,  pursuant to a written dealer agreement.  The Distributor may
pay Rule 12b-1 fees to persons  entering  into 12b-1  related  agreements.  Such
persons may include the Advisor.  The Distributor and the Advisor,  at their own
expense,   may  also   periodically   sponsor  programs  that  offer  additional
compensation in connection with the sale of Fund shares. In some  circumstances,
this compensation may be made available to certain dealers whose representatives
have sold or are  expected  to sell  significant  amounts of Focused  Trend Fund
shares.  The Distributor does not receive any  compensation  (Rule 12b-1 fees or
otherwise) from the Sector Rotation Fund for performing this function.

The  Distribution  Agreement  provides  (A) that it will be  subject  to  annual
approval  by the  Trustees  and the  Independent  Trustees;  (B)  that it may be
terminated  without  penalty  at  any  time  by a  vote  of a  majority  of  the
Independent  Trustees or by vote of a majority of the outstanding  securities of
the Fund on not more than 60 days' written notice; and (C) that it terminates if
it is assigned.

Custodian, Transfer Agent and Dividend-Disbursing Agent and Administrator

Firstar Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45202, acts as custodian
of each Fund's assets (the "Custodian"). Firstar Mutual Fund Services, LLC Third
Floor,  615  East  Michigan  Street,   Milwaukee,   Wisconsin  53202  serves  as
dividend-disbursing  agent and as  transfer  agent for each Fund (the  "Transfer
Agent").  Under a Fund Administration  Servicing Agreement and a Fund Accounting
Servicing  Agreement,  the Transfer  Agent also performs  accounting and certain
compliance and tax reporting functions for each Fund.

Fund Expenses

Each Fund is  responsible  for its own expenses,  including:  interest  charges;
taxes; brokerage  commissions;  expenses of registering or qualifying shares for
sale  with the  states  and the  SEC;  expenses  of  printing  and  distributing
prospectuses  to existing  shareholders;  charges of  custodians;  expenses  for
accounting,   administrative,  audit,  and  legal  services;  fees  for  outside
Trustees;  expenses of fidelity bond coverage and other  insurance;  expenses of
indemnification;  extraordinary  expenses;  and costs of shareholder and Trustee
meetings.

                           How Fund Shares are Priced

The price of each Fund's shares is based on its net asset value ("NAV"). The NAV
per share of a Fund is calculated  once daily as of the close of regular trading
(generally 4:00 p.m. Eastern Time) every day that the NYSE is open for business.
The NAV is calculated  by taking the value of a Fund's total  assets,  including
interest or dividends accrued,  less all liabilities,  and dividing the total by
the total number of shares of the Fund outstanding. The result is the Fund's NAV
per share.  In  determining  NAV,  expenses  are accrued  and applied  daily and
securities and other assets are generally valued at market value.

Purchase orders for Fund shares or shares  tendered for redemption  prior to the
close of trading on a day the NYSE is open for trading  will be valued as of the
close of trading on that day.  Those received after the close of trading will be
valued as of the close of trading on the next day the NYSE is open.

Common  stocks  and other  equity-type  securities  are valued at the last sales
price on the securities  exchange on which they are usually traded.  Under other
circumstances,  securities  are valued at the average of the most recent bid and
asked prices.

Fixed income  securities are valued by pricing services that use electronic data
processing  techniques to determine values.  Under other  circumstances,  actual
sale or bid prices are used.

Any  securities  or other  assets for which  market  quotations  are not readily
available  are  valued at fair  value as  determined  in good  faith by a Fund's
Trustees.  The Board of  Trustees  may  approve  the use of pricing  services to
assist the Funds in determining NAV.

                         Purchasing Shares of the Funds

Shares of a Fund may be purchased through the Distributor  directly,  or through
the  Transfer  Agent.  Shares  of the  Funds  may also be  purchased  through  a
registered  broker  dealer,  who may  charge  you a fee  either  at the  time of
purchase or at the time of redemption.  The fee, if charged,  is retained by the
broker dealer and is not sent to a Fund, the Advisor or the Distributor.  Shares
of the Funds  are sold on a  continual  basis at the next  offering  price  (the
"Offering  Price"),  which is the NAV per share when the order is  received by a
dealer, the Distributor or the Transfer Agent.

Payment  for Fund  shares  should be made by check or money  order.  The minimum
initial  investment  is $5,000.  For IRAs,  the  minimum  investment  is $2,000.
Subsequent  investments of at least $500 may be made by mail or wire. If you use
the Automatic  Investment Plan, the minimum  investment is $1,000 with a minimum
monthly investment of $100. These minimums can be changed or waived by a Fund at
any time.

To purchase Fund shares,  complete the shareholder purchase application and mail
it with a check or  money  order  payable  to  either  "T.O.  Richardson  Sector
Rotation Fund" or "T.O.  Richardson  Focused Trend Fund" to one of the addresses
below.  If you are  making  an  additional  purchase,  complete  the  Additional
Investment  Form  provided on the lower  portion of your account  statement  and
include it with your check or money  order.  To make an  additional  purchase by
wire, please refer to the "Wire Purchases" section that follows.
<TABLE>
<CAPTION>
<S>                                                  <C>

For Regular Mail                                     For Overnight Mail

T.O. Richardson Sector Rotation Fund                 T.O. Richardson Sector Rotation
or T.O. Richardson Focused Trend Fund                or T.O. Richardson Focused
c/o Firstar Mutual Fund Services, LLC                Trend Fund
P.O. Box 701                                         c/o Firstar Mutual Fund Services, Milwaukee, Wisconsin
53201-0701                                           LLC
                                                     Third Floor
                                                     615 East Michigan Street
                                                     Milwaukee, Wisconsin 53202
</TABLE>

If the broker  dealer  through  which you choose to purchase a Fund's shares has
not entered into a sales  agreement with the  Distributor,  the dealer can still
place your order for the  purchase of a Fund's  shares.  Purchases  made through
dealers who do not have selling  agreements with the Advisor will be made at the
Offering Price,  although they may charge a transaction  fee. To avoid that fee,
purchase  shares  through a dealer that 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 a Fund as a result.  Neither cash
nor third-party  checks will be accepted.  All applications to purchase a Fund's
shares are subject to  acceptance by the Fund and are not binding until they are
accepted.  Each Fund  reserves  the right to decline or accept a purchase  order
application.

Wire Purchases

You may also purchase a Fund's 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, N.A.

ABA Number    042000013

Credit   Firstar Mutual Fund Services, LLC

Account  112-952-137

Further Credit T.O.  Richardson Sector Rotation Fund or T.O.  Richardson Focused
Trend Fund
Shareholder Account Number

Shareholder Name or Account
Registration

Social Security or Taxpayer Identification
Number

Account Registration

Please  call  1-800-643-7477  prior to wiring any funds to notify  the  Transfer
Agent that the wire is coming.  The Fund is not responsible for the consequences
of delays  resulting  from the  banking or Federal  Reserve  wire system or from
incomplete wiring instructions.

Telephone Purchases

The telephone  purchase option allows you to make  subsequent  investments of at
least $250  directly  from a bank  checking  or savings  account.  To set up the
telephone purchase option on your account,  complete the appropriate  section in
the  purchase  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
Transfer  Agent  receives the  application  form. If the Transfer Agent receives
both your purchase order and payment by Electronic  Funds  Transfer  through the
AIP system before the close of regular trading,  you will pay the offering price
calculated  that day.  Most  transfers  are  completed  within one business day.
Subsequent investments may be made by calling 1-800-643-7477.

Automatic Investment Plan

The  Automatic  Investment  Plan  ("AIP")  allows  you to make  regular  monthly
investments  in a Fund on the days you choose,  directly from your bank account.
To  establish  the AIP,  complete  the  appropriate  section in the  shareholder
application.  You can set up the AIP with any  financial  institution  that is a
member of ACH. There is no fee for this service,  but if your AIP does not clear
for lack of funds,  you will be charged a $25 service fee.  The minimum  initial
investment for investors  using the AIP is $1,000,  and  subsequent  investments
must equal $100 or more.

The AIP allows  investors to take advantage of dollar cost  averaging,  which is
simply  investing  a fixed  amount of money at  regular  time  periods,  such as
monthly, or weekly. By making regular investments of the same dollar amount, you
can buy more  shares when the price is low,  and you will buy fewer  shares when
the price is high.  Over  time,  you may pay an  average  price for your  Fund's
shares, rather than buying at either a low point or a high point. Of course, the
AIP  program  does not  ensure a profit  or  protect  against  a loss  under any
circumstances.

Each Fund has the right to close an  investor's  account if the  investor  stops
making payments under the AIP. Before closing an account, the Fund will give the
investor  written  notice and 60 days to reinstate the AIP, or reach the regular
minimum initial investment of $5,000.

                         Individual Retirement Accounts

Each  Fund  offers  two  types of IRAs  that can be  adopted  by  executing  the
appropriate  Internal Revenue Service Form. For more information on IRAs, please
see the separate IRA Disclosure Statement.

For Traditional and Roth IRAs, the maximum annual total IRA contribution for one
person is  generally  equal to the  lower of  $2,000  or 100% of the  investor's
compensation  (earned income).  Investors may have both types of IRAs,  although
the $2,000 annual  maximum  contribution  will have to be spread between the two
accounts.

Traditional IRA

Contributions to this IRA may be tax deductible when they are made, depending on
the  investor's  status  as an  "active  participant"  in an  employer-sponsored
retirement plan and the investor's income.  Distributions of investment earnings
from a Traditional IRA will be taxed at  distribution.  Premature  distributions
taken before age 59-1/2 may be subject to an additional  10% tax.  Distributions
must begin by April 1 following the calendar year in which the investor  reaches
age 70-1/2, or tax penalties may apply.

Roth IRA

Contributions to a Roth IRA are taxed when they are made, and distributions from
the IRA are not taxable,  if investors hold the IRAs for certain minimum periods
of time  (generally,  until age 59-1/2).  Investors whose income exceeds certain
limits are not eligible to contribute to a Roth IRA. Distributions of investment
earnings that do not meet the requirements for tax-free  withdrawals are subject
to income taxes (and  possibly  penalty  taxes).  There are no minimum  required
distributions except in the case of death of the investor.

Simplified Employee Pension Plan

A Traditional  IRA may also be used in  conjunction  with a Simplified  Employee
Pension Plan, or SEP-IRA.  A SEP-IRA is established by completing  Form 5305-SEP
and by opening a Traditional  IRA for each  eligible  employee.  SEP-IRAs  allow
employers  (including   self-employed   people)  to  purchase  shares  with  tax
deductible  contributions.  These  contributions  may not  exceed  15% of annual
compensation  for any one participant in the SEP-IRA.  A number of special rules
apply to SEP Plans, including a requirement that contributions generally be made
on behalf of all  employees of the employer  (including  for this purpose a sole
proprietorship  or  partnership)  who  satisfy  certain  minimum   participation
requirements.

Simple IRA

Employers and  self-employed  people may also establish SIMPLE IRAs. SIMPLE IRAs
are similar to Traditional  IRAs, with the exceptions  described below.  Under a
SIMPLE Plan,  the  investor  may elect to have his or her  employer  make salary
reduction  contributions  of up to $6,000 per year to the SIMPLE IRA. The $6,000
limit is  adjusted  periodically  for cost of living  increases.  Employers  are
required to contribute certain amounts to the investor's SIMPLE IRA, either as a
matching  contribution to those participants who make their own salary reduction
contributions,  or as a non-elective  contribution to all eligible participants,
whether or not they make salary reduction contributions.

A number of special rules apply to SIMPLE Plans, including:

o SIMPLE Plans  generally  are available  only to employers  with fewer than 100
employees,

o  Contributions  must be made on behalf of all employees of the employer (other
than  bargaining  unit  employees)  who satisfy  certain  minimum  participation
requirements,

o  Contributions  are made to a SIMPLE IRA that is  separate  and apart from the
other IRAs of employees,

o The distribution  excise tax (if otherwise  applicable) is increased to 25% on
withdrawals during the first two years of participation in a SIMPLE IRA, and

o Amounts  withdrawn during the first two years of  participation  may be rolled
over  tax-free only into another  SIMPLE IRA (and not to a Traditional  IRA or a
Roth IRA). A SIMPLE IRA is established by executing  Form  5304-SIMPLE  together
with an IRA established for each eligible employee.

                           Redeeming Shares of a Fund

You may redeem  (or sell back to a Fund) some or all of your Fund  shares at any
time. Your  redemption will be processed at the first NAV calculated  after your
completed  request is received by the  Transfer  Agent.  If you have a broker or
dealer  listed on your  account,  you may redeem  shares  through  the broker or
dealer. Otherwise, all redemption requests must be made with the Transfer Agent.
You can make redemption  requests  through any broker or dealer,  but you may be
charged a fee.  The Fund will mail you a check  with your  redemption  proceeds,
generally  the next  business day after the request is  processed,  and not more
than seven days after receiving the complete request. Redeeming shares of a Fund
is a taxable event.

If you make a purchase by check,  and then immediately  request a redemption,  a
Fund can hold your  redemption  payment until your original  purchase  check has
cleared, which could take up to 12 days.

The Transfer Agent may request additional  documentation to process  redemptions
from corporations,  executors,  administrators,  trustees,  guardians, agents or
attorneys-in-fact.

A Fund will pay in cash all redemptions  during any 90-day period, in amounts up
to the lesser of $250,000 or 1% of the Fund's net assets at the beginning of the
period. Redemptions in excess of this limit may be paid, in whole or in part, in
securities or in cash, as the Trustees deem advisable.

If you are an IRA  investor,  you  will  need  to  indicate  on your  redemption
requests whether or not federal income tax should be withheld, otherwise federal
taxes will be withheld from your distribution.

Written Redemption

Simply  mail a written  request  for  redemption  of your Fund  shares to either
address below.


For Regular Mail                           For Overnight Mail
T.O. Richardson Sector Rotation Fund       T.O. Richardson Sector Rotation
or T.O. Richardson Focused Trend Fund      or T.O. Richardson Focused Trend Fund
c/o Firstar Mutual Fund Services, LLC      c/o Firstar Mutual Fund Services, LLC
  P.O Box 701                              Third Floor
Milwaukee, Wisconsin 53201-0701            615 East Michigan Street

                                           Milwaukee, Wisconsin 53202



Your request must:

o Be signed  exactly as the shares are  registered,  including  the signature of
each owner.

o Specify the number of shares or dollar amount to be redeemed.

o Include a  signature  guarantee  if your  request is made  within 15 days of a
change of address.

You may request  that the proceeds of your  redemption  be wired to the bank you
pre-authorized  on your account  application.  The Transfer  Agent charges a $12
service fee for each wire transaction.

Because the U.S. Postal Service and other independent  delivery services are not
agents  of the  Funds,  mailing  your  request  is not the same as  having  your
complete  request  received by the fund.  Your request is "received"  when it is
actually processed by the Transfer Agent.

Telephone Redemption

For redemption requests of $1,000 or more, you may call 1-800-643-7477. In order
to redeem  shares by phone,  you must have  requested  this  option in  writing.
Redemption proceeds will be mailed directly to you, or wired to the bank account
you designated on your account application. There is no charge for this service.
The Transfer Agent applies a $12.00 fee for all wire redemptions.  To change the
designated bank account, send a written request with guaranteed  signature(s) to
the  Transfer  Agent.  To  change  your  address,  call  the  Transfer  Agent at
1-800-643-7477, or send a written request to the Transfer Agent.

Telephone  redemption  requests  are not  allowed  within 15 days of an  address
change, and the Funds may limit the number of telephone redemptions it allows an
investor to request.  After they have been made, telephone redemptions cannot be
changed or canceled.

The Funds  reserve  the right to refuse a telephone  redemption  request if they
believe it is advisable to do so.  Procedures for redeeming  shares of the Funds
by  telephone  may be modified  or  terminated  by the Funds at any time.  In an
effort to prevent  unauthorized or fraudulent  redemption requests by telephone,
the Funds  have  implemented  procedures  designed  to  reasonably  assure  that
telephone  instructions  are  genuine.  These  procedures  include:   requesting
verification of certain personal information;  recording telephone transactions;
confirming  transactions in writing;  and restricting  transmittal of redemption
proceeds to preauthorized designations. Other procedures may be implemented from
time to time. If reasonable  procedures  are not  implemented,  The Funds may be
liable  for any loss due to  unauthorized  or  fraudulent  transactions.  In all
cases, you are liable for any loss for unauthorized transactions.

Systematic Withdrawal Plan

You may set up automatic  withdrawals  from your Fund account to a bank account.
To do this,  you must have a balance of $10,000  in your  account,  and you must
withdraw at least $250 per payment.  To set up the  systematic  withdrawal  plan
("SWP"),  you  need  to fill  out the  appropriate  section  of the  shareholder
application.  You  can  choose  to make  withdrawals  on a  monthly,  quarterly,
semi-annual or annual basis (or the following business day).

To  change  the  amount  or timing of  withdrawal  payments,  or to  temporarily
discontinue them, call 1-800-643-7477.  Depending upon the size of your account,
the size of the  withdrawal  requests,  and  changes in the price of shares of a
Fund,  you may run out of money in your  account.  If the dollar  amount in your
account is not enough to make a payment,  the remaining  amount will be redeemed
and the SWP will be terminated.

Signature Guarantees

Signature guarantees are required by the Transfer Agent to process some types of
transactions.  Signature  guarantees  may be  obtained  from  commercial  banks,
savings  associations,  credit  unions and brokerage  firms.  Please note that a
notary public stamp or seal is not the same thing as a signature guarantee. Some
types of transactions are:

o  Redemption  requests  to be  mailed  or  wired  to a  person  other  than the
registered owner(s) of the shares.

o Redemption  requests to be mailed or wired to other than the address currently
on file.

o Any redemption request that occurs within 15 days of a request for a change of
address.

Contingent Redemption Fee

Each Fund is designed  as a  long-term  investment  and is not  appropriate  for
short-term trading. Frequent purchases, redemptions, and exchanges in and out of
a Fund make it difficult for the  portfolio  management  team to make  long-term
investment  decisions,  and  can  drive  up the  Fund's  transaction  costs.  To
discourage  short-term trading of Fund shares,  each Fund charges a 1.00% fee on
redemptions of Fund shares that are held for less than one year. This contingent
redemption fee is waived for shareholders of a Fund who are exchanging shares of
one Fund into shares of the other Fund.

Redemption  fees charged to investors  will be paid to the relevant Fund to help
offset  transaction  costs.  Such  Fund  will  use  the  "first-in,   first-out"
accounting method to calculate an investor's one-year holding period. This means
that the date of the redemption will be compared with the first purchase date of
Fund shares held in the account.  If the period is less than one year,  you will
be charged the redemption fee. As an example,  if you purchase shares on January
1, 2001 and redeem them on or before December 31, 2001, you will pay the fee. If
you redeem the shares after January 1, 2002, you will not pay the fee.

The fee applies to shares held in all accounts,  including IRA accounts,  shares
purchased through a Fund's automatic  investment plan, and shares held in broker
omnibus accounts.

The Funds may close your  account  with at least 30 days notice if your  account
balance  falls  below $250.  In this case,  a Fund will mail you a check for the
proceeds of the redemption within seven days of the redemption.

Exchanging Fund Shares for Shares of other Funds

Each Fund's shareholders can exchange their shares of one Fund for shares of the
other Fund or for shares of the Firstar Money Market Fund. Exchange requests are
available  for  exchanges  of $1,000 or more.  There is no  charge  for  written
exchange requests.  The Transfer Agent will,  however,  charge a $5 fee for each
exchange transaction that is executed by telephone.

The Firstar  Money  Market  Fund is a no-load  money  market fund  managed by an
affiliate  of the  Transfer  Agent,  and is not  related  to the  Funds.  Before
exchanging  into the Firstar  Money  Market  Fund,  please  read the  applicable
prospectus, which may be obtained by calling 1-800-643-7477.

For tax purposes,  an exchange from one Fund to the other Fund or to the Firstar
Money  Market Fund is treated as an  ordinary  sale and  purchase,  and you will
realize a capital gain or loss. The Distributor may be paid by the Firstar Money
Market Fund for services provided to shareholders of that Fund.

Dividends, Capital Gains and Tax Treatment

All dividends and capital gains  distributions  will automatically be reinvested
in  additional  shares of a Fund at the  current  NAV  unless  you  specifically
request that either dividends, or capital gains, or both, be paid in cash.

To  change  the  way  capital   gains  and  dividends  are  paid  to  you,  call
1-800-643-7477.  You may choose to have dividends or capital gains that are paid
in cash sent by mail, or sent by electronic funds transfer ("EFT"). Transfers by
EFT generally take up to three business days to reach your bank account.

If you  choose to  receive  distributions  and  dividends  by check and the post
office cannot deliver the check, or if the check is not cashed for six months, a
Fund can  reinvest  that  distribution,  and any others,  in your account at the
current net asset value.

Each  Fund  intends  to  qualify  as  a  "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code of 1986.  In this case,  neither Fund
will have any tax liability.

Each Fund intends to declare and pay  dividends  and to  distribute  any capital
gains annually.  Capital gains  distributions may be more frequent.  When a Fund
distributes a dividend or capital  gain,  the Fund's NAV decreases by the amount
of the payment.  If you purchase  shares right before a  distribution,  you will
have to pay  income  taxes on the  distribution,  even  though the value of your
investment has not changed.

Dividends and distributions of net realized short-term capital gains are taxable
to Fund investors as ordinary  income.  This is true whether they are reinvested
in a Fund or they are received in cash,  unless you are either exempt from taxes
or qualify for a tax deferral.

Distributions of net realized  long-term  capital gains are taxable as a capital
gain,  whether you reinvest  them, or you receive them in cash. The capital gain
holding  period is measured by the length of time a Fund has held the securities
that  produced the gain,  not the length of time you have held shares in a Fund.
Each Fund  provides  information  every  year  about the  amount and type of all
dividends and capital  gains paid during the prior year.  You may incur state or
local taxes on dividends and capital gains.

If a Fund  does not  have  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 redemptions at a rate of 31%.

Other  information  about  federal tax issues is in the SAI.  There may be other
federal,  state,  or local  tax  considerations  that  apply to you.  Be sure to
consult your own tax advisor.

Financial Highlights for the Sector Rotation Fund

                                                                  For the Period
                                                           December 31, 1998 (1)
                                                            to October 31, 1999

Per share data for a share outstanding throughout the period:

Net asset value at beginning of period                                    $10.00
Income from investment operations:

   Net investment income   0.02
   Net realized and unrealized gains on investments                        2.11
Total from investment operations                                           2.13

   Net asset value at end of period                                       $12.13


Total return (2)                                                          21.30%

Ratios and supplemental data:


   Net assets at end of period (000's)                                 $33,780
   Ratio of operating expenses to average net assets(3)                 1.95%(4)
   Ratio of net investment income to average net assets(4)              0.36%(4)
   Portfolio turnover rate                                            946.15%(2)
------------------

(1)  Commencement of Operations.
(2)  Not annualized.
(3)  Without expense reimbursements of $105,174 for the period December 31, 1998
     to October 31,  1999,  the ratio of operating  expenses and net  investment
     income  to  average  net  assets   would  have  been  2.51%  and   (0.20%),
     respectively.

(4)  Annualized.






<PAGE>



                             Additional Information

TRUSTEES
     Samuel Bailey, Jr.
     John R. Birk
     Robert T. Samuels
     Gunnar S. Overstrom

OFFICERS

     Samuel Bailey, Jr., President and Treasurer
     L. Austine Crowe, Jr., Vice President
     Kathleen M. Russo, Secretary
     Joseph C. Neuberger, Assistant Treasurer
     Michael B. Peck, Assistant Secretary
     Paul W. Rock, Assistant Secretary

INVESTMENT ADVISOR
     T.O. Richardson Company, Inc.
     Two Bridgewater Road
     Farmington, CT 06032-2256

CUSTODIAN
     Firstar Bank, N.A.
     425 Walnut Street
     Cincinnati, OH 45202

ADMINISTRATOR AND TRANSFER AGENT
     For Regular Mail
     T.O. Richardson Sector Rotation Fund
     or T.O. Richardson Focused Trend Fund
     Firstar Mutual Fund Services, LLC

     P.O. Box 701
     Milwaukee, WI 53201-0701

For Overnight Mail

     T.O. Richardson Sector Rotation Fund
     or T.O. Richardson Focused Trend Fund
     Firstar Mutual Fund Services, LLC
     Third Floor
     615 East Michigan Street
     Milwaukee, WI  53202-5207

DISTRIBUTOR

     T.O. Richardson Securities, Inc.
     Two Bridgewater Road
     Farmington, CT 06032-2256

INDEPENDENT ACCOUNTANTS
     Arthur Andersen LLP
     100 East Wisconsin Avenue
     P.O. Box 1215
     Milwaukee, WI 53201-1215

LEGAL COUNSEL

     Sullivan & Worcester LLP
     1025 Connecticut Avenue, N.W.
     Washington, D.C. 20036

More  information  on the Funds is available  free upon  request,  including the
following:

Annual/Semiannual Report

These reports  describe each Fund's  performance,  list  portfolio  holdings and
contain a letter from each Fund's manager  discussing recent market  conditions,
economic  trends  and the  Funds'  strategies  and their  effect on each  Fund's
performance.

Statement of Additional Information

The SAI, dated September 29, 2000, provides more detailed information about each
Fund and its policies. A current SAI is on file with the Securities and Exchange
Commission  ("Commission")  and is  incorporated  by reference  (i.e. is legally
considered part of this Prospectus).

To Request More Information or Ask Questions
<TABLE>
<CAPTION>
<S>                                                               <C>

Call                                                              1-800-643-7477
Write                                                             T.O. Richardson Company, Inc.
                                                                  Two Bridgewater Road
                                                                  Farmington, Connecticut 06032-2256
Internet                                                          Reports and other information about the Funds are available
                                                                  on the Commission's website at http://www.sec.gov. and T.O.
                                                                  Richardson's web site at http://www.torich.com

Securities and Exchange Commission                                Information about the Funds (including the SAI) can be
                                                                  reviewed and copied at the Commission's Public Reference Room
                                                                  in Washington, D.C. You may obtain information about the
                                                                  operations of the Public Reference Room by calling the
                                                                  Commission at 202-9428090.  Copies of information about the
                                                                  Funds may be obtained, upon payment of a duplicating fee, by
                                                                  writing the Commission's Public Reference Section,
                                                                  Washington, D.C. 20549-0102, or by sending an electronic
                                                                  request to the SEC at [email protected].
</TABLE>

                          SEC File Number is 811-8849.

T.O. Richardson Company, Inc.
Two Bridgewater Road
Farmington, CT 06032-2256
1-800-235-1022

For more information about the
T.O. Richardson Sector Rotation Fund or the T.O. Richardson Focused Trend Fund,
call 1-800-643-7477

Shares distributed through
T.O. Richardson Securities, Inc.,
member of the NASD.




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