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As Filed With The Securities And Exchange Commission on October 27, 2000.

File Nos. 33-46283 and 811-6601

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

Form N-1A

and/or

                            Cappiello-Rushmore Trust                            
(Exact Name of Registrant as Specified in Charter)

      4922 Fairmont Avenue, Bethesda, Maryland   20814       
(Address of Principal Executive Offices)      (Zip Code)

                                           (301) 657-1500                                  
(Registrant's Telephone Number, Including Area Code)

Stephenie E. Adams
4922 Fairmont Avenue
                             Bethesda, Maryland 20814                               
(Name and Address of Agent for Service of Process)

Approximate Date of Commencement of the Proposed Public Offering of the Securities:

It is proposed that this filing will become effective (check appropriate box):

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November 1, 2000

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The Cappiello-Rushmore Trust (the "Trust") is a no-load mutual fund complex with four separate investment portfolios, three of which (the "Funds") are described in this Prospectus. This Prospectus contains important information about these Funds. Please read this Prospectus before investing and keep this Prospectus on file for future reference.

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The Utility Income Fund seeks to achieve its objective by investing up to 65% of its total assets in the equity securities of public utility companies and may also invest in the bonds of public utility companies. We invest primarily in the equity securities of electric utility companies and, to a lesser extent, in gas utility companies. The Fund also may invest up to 35% of its total assets in the securities of telecommunications companies. The Fund also may invest up to 20% of its total assets in the securities of foreign issuers which are traded on a recognized U.S. securities exchange or in dollar-denominated American Depository Receipts ("ADRs"). The Fund's investments may include common stocks, preferred stocks, and convertible securities of both U.S. and foreign issuers.

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The main risks that could adversely affect the value of the Utility Income Fund's shares and the total return on your investment in this Fund stem from the Fund's concentration policies. As with any stock-oriented fund, the value of your investment in the Fund will rise or fall depending on the performance of individual securities as well as stock market movements. Because the Fund concentrates its investments in the public utility industry, and within that industry may focus on a single sector, the electric utility sector, the performance of this Fund is subject to the risk that the public utility industry, and in particular the electric utility sector of that industry, will underperform the market as a whole. Rising interest rates or deteriorating economic conditions may impair the performance of utility companies' securities. Further, adverse rate regulation can result in a decline in utility company sales and earnings. In addition, deregulation of the utility industry may adversely impact utilities' operating performance and stock market returns. To the extent that the Fund may invest in the securities of foreign issuers, the Fund also will be subject to foreign company risks, such as changes in currency exchange rates, inadequate disclosure of company information, and political instability.

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The Growth Fund's investment objective is long-term capital appreciation.

The Growth Fund seeks to achieve its objective by investing at least 65% of its total assets in stocks of larger-capitalization growth companies (i.e., companies that have the potential to increase earnings faster than the overall market and whose total market value is more than $5.0 billion). Larger-capitalization companies usually are established companies with a track record of sales and earnings. From these large capitalization companies, we select companies that we believe have the potential to increase earnings faster than the overall market. The Fund's stock investments may include common stocks, preferred stocks, and convertible securities of both U.S. and foreign issuers. We invest primarily in the common stocks of U.S. companies, but also may invest up to 20% of the Fund's total assets in foreign securities which are traded on a recognized U.S. securities exchange or in dollar-denominated ADRs.

The Emerging Growth Fund's investment objective is long-term capital appreciation.

The Emerging Growth Fund seeks to achieve its objective by investing at least 65% of its total assets in the stocks and convertible securities of emerging growth companies (i.e., companies that have the potential to increase earnings faster than the overall market and whose total market capitalization is less than $750 million). The Fund invests mainly in the common stocks of U.S. emerging growth companies, but also may invest up to 20% of the Fund's total assets in foreign emerging growth companies which are traded on a recognized U.S. securities exchange or in dollar-denominated ADRs. We may also invest up to 25% of the Fund's assets in stock and related securities of larger-capitalized companies and up to 35% of the Fund's assets in investment-grade corporate debt securities and preferred stocks, regardless of whether these securities are issued by emerging growth companies.

The main risks of smaller-capitalization emerging growth companies that could adversely affect the value of the Emerging Growth Fund's shares and the total return on your investment in this Fund are that the growth in earnings and the rates of return of the emerging growth companies in which the Fund invests suddenly slow or stop so that the prices of these companies fall and also that:

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• Smaller-capitalization companies are usually younger and less established with a relatively short record of sales and earnings.

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• Because of their size, smaller companies may lack the depth of financial and management resources to weather economic or financial turmoil.
  
• Smaller companies tend to be more volatile in their sales and earnings performance, as well as in their stock price.
  
• Because stocks of smaller companies usually trade in lower volumes than stocks of larger companies, these stocks may be more vulnerable to market risk and may be harder to sell than stocks of larger companies.

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The chart and table on the following two pages show the annual calendar-year returns and the performance of the Funds. Each Fund commenced operations on October 6, 1992, and has a fiscal year-end of June 30th. The information in the chart and the table provides some indication of the risks of investing in the Funds by showing changes in Fund performance from year to year and by showing how each Fund's average annual returns for 1 year,5 years and since inception periods compare with the performance of both the Standard & Poor's 500 Index^TM (a widely-recognized, broad-based measure of stock market performance) and the Russell 2000 Index (a more-narrowly based index of stock market performance).

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The chart below and the table on the following page assume the reinvestment of dividends and distributions. How the Funds have performed in the past does not necessarily indicate how the Funds will perform in the future.

Annual Total Returns

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* October 6, 1992
** S&P 500 Index and Russell 2000 Index average annual returns since October 1, 2000.

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This table describes the fees and expenses that you may pay if you buy and hold shares of the Funds.

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If your monthly account balance per Fund averages $500 or less due to redemptions you will be charged a $5 fee.

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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 Example assumes that you invest $10,000 in a Fund for the time periods indicated below 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 operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

The Utility Income Fund's investment objective is to provide high current income, with capital appreciation a secondary consideration.

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The Utility Income Fund seeks to achieve its objective by investing up to 65% of its total assets in the equity securities of public utility companies and may also invest in the bonds of public utility companies. We invest primarily in the equity securities of electric utility companies and, to a lesser extent, in gas utility companies. The Fund also may invest up to 35% of its total assets in the securities of telecommunications companies. The Fund also may invest up to 20% of its total assets in the securities of foreign issuers which are traded on a recognized U.S. securities exchange or in dollar-denominated ADRs. The Fund's investments may include common stocks, preferred stocks, and convertible securities of both U.S. and foreign issuers. The Fund may also purchase U.S. Government securities and enter into repurchase agreements.

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In the stock selection process, we seek to identify the ability of a utility company to earn and pay an increasing stream of dividends. We use a number of computer screens to identify stocks that appear to be favorably priced on the basis of dividend yield and that may benefit from the current market and economic environment. We then review these stocks for factors that could be reflected in a rise in dividends and stock price such as: (i) favorable earnings and dividend trends, including cash flow (net earnings plus depreciation), which is critical to future dividends; (ii) reasonable utility rate regulations; (iii) growing service area and/or market; and (iv) non-regulated earnings sources.

We usually sell a company's stock when that company's "fundamentals" (i.e., the company's capital structure, operating characteristics, pre-tax profit margins, and return on stockholders' equity) change for the worse. Generally, company stock will also be sold when the stock price of the company experiences significant, unexplained declines.

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The Fund, from time to time, may take temporary defensive measures that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. Thus, the Fund may temporarily invest all or part of its assets in cash or cash equivalents, which include, but are not limited to short-term money market instruments, U.S. Government securities, certificates of deposit, bankers' acceptances, or repurchase agreements secured by U.S. Government securities. The effect of taking these temporary defensive positions is that the Fund may not achieve its investment objective.

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The main risks that could adversely affect the value of the Utility Income Fund's shares and the total return on your investment in this Fund stem from the Fund's concentration policies. As with any stock-oriented fund, the value of your investment in the Fund will rise or fall depending on the performance of individual securities as well as stock market movements. Because the Fund concentrates its investments in the public utilities industry, and within that industry may focus on a single sector, the electric utility sector, the performance of this Fund is subject to the risk that the public utility industry, and in particular the electric utility sector of that industry, will underperform the market as a whole. Since the Fund focuses on a single sector, the Fund's performance largely depends on that sector's performance, which may differ from that of the overall public utility industry. Rising interest rates or deteriorating economic conditions may hurt the performance of utility companies' stocks. Further, adverse rate regulation can result in a decline in utility company sales and earnings. In addition, deregulation of the utility industry may adversely impact utilities' operating performance and stock market returns. To the extent that the Fund may invest in the securities of foreign issuers, the Fund also will be subject to foreign company risks, such as changes in currency exchange rates, inadequate disclosure of company information, and political instability.

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Cappiello-Rushmore Growth Fund

The Growth Fund's investment objective is long-term capital appreciation.

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Principal Fund Investment Strategies

The Growth Fund seeks to achieve its objective by investing at least 65% of its total assets in stocks of larger-capitalization growth companies. Larger-capitalization companies usually are established companies with a track record of sales and earnings. From these large capitalization companies, we select companies that we believe have the potential to increase earnings faster than the overall market. The Fund's stock investments may include common stocks, preferred stocks, and convertible securities of both U.S. and foreign issuers. We invest primarily in the common stocks of U.S. companies, but also may invest up to 20% of the Fund's total assets in foreign securities which are traded on a recognized U.S. securities exchange or in dollar- denominated ADRs. We also may engage in other investment practices designed to seek either to enhance the Fund's returns or to protect the portfolio from losses. For example, the Fund may also invest up to 10% of its total assets in warrants, preferred stocks, and convertible debt securities, and up to 5% of its total assets in certain "high-yield" securities (i.e., below investment-grade corporate bonds, commonly known as "junk bonds," and which are subject to greater risks, including default risks, than those found in higher-rated securities). The Fundmay also purchase U.S. Government securities and enter into repurchase agreements.

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In the stock selection process, we look for growth companies that are growing or have the potential to grow faster than the S&P 500 Index^TM. The nucleus of the Growth Fund's portfolio will usually be stocks with lower price-earnings ratios and above average yields. In selecting a stock for inclusion in the portfolio, we employ computer screens to identify stocks with attractive fundamentals and valuations. We then review those companies seeking a catalyst for action, i.e., factors that could indicate a future rise in stock prices, such as a new or changed management or a new product. These computer screens are employed to determine: (i) fundamentals such as sales and earnings growth; and (ii) relative valuations (those stocks that appear to be attractively priced compared to the fundamentals).

We usually sell a company's stock when that company no longer is considered a growth company, when that company shows deteriorating fundamentals, or when the stock price of the company experiences significant, unexplained declines.

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The Fund, from time to time, may take temporary defensive measures that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. Thus, the Fund may temporarily invest all or part of its assets in cash or cash equivalents. The effect of taking these temporary defensive positions is that the Fund may not achieve its investment objective.

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As an anticipated result of these principal investment strategies, the Growth Fund may engage in the active and frequent trading of portfolio securities. This increased portfolio turnover for the Fund could produce high brokerage costs for the Fund and result in taxable distributions to Fund shareholders.

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The main risks that could adversely affect the value of the Growth Fund's shares and the total return on your investment in this Fund are that the growth in earnings and the rates of return of the growth companies in which the Fund invests suddenly slow or stop so that the prices of these companies fall. In addition, while larger company stocks tend to be less volatile than smaller company stocks, the value of your investment in the Fund will rise or fall depending on the performance of individual securities as well as stock market movements. Because of their size, larger companies usually have financial and managerial resources to protect against adversity. These larger companies, however, also may be slower to innovate or respond to changing conditions than smaller companies.

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Cappiello-Rushmore Emerging Growth Fund

The Emerging Growth Fund's investment objective is long-term capital appreciation.

The Emerging Growth Fund seeks to achieve its objective by investing at least 65% of its total assets in the stocks and securities convertible into common stocks and warrants of emerging companies with market capitalization of less than $750 million. We search for those smaller companies that show or have the potential to show rapid growth, but are not yet widely recognized. We also may invest in older, established companies that, due to new products, rising sales, expanding market, or other corporate changes, may have the potential of increasing earnings growth. The Fund invests mainly in the common stocks of U.S. companies, but also may invest up to 20% of the Fund's total assets in foreign emerging growth companies which are traded on a recognized U.S. securities exchange or in dollar-denominated ADRs. We may also invest up to 25% of the Fund's assets in stock and related securities of larger-capitalized companies and up to 35% of the Fund's assets in investment-grade corporate debt securities and preferred stocks, regardless of whether these securities are issued by emerging growth companies.

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The Emerging Growth Fund may also invest up to 10% of its total assets in warrants, preferred stocks, and convertible debt securities, and up to 5% of its total assets in certain high- yield securities. The Fund may also engage in other investment practices designed to seek to either enhance the Fund's returns or protect the portfolio from losses. The Fund may also purchase U.S. Government securities and enter into repurchase agreements.

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In selecting a stock for inclusion in the portfolio, we employ computer screens to identify stocks with attractive fundamentals and valuations. A catalyst for action is sought. These computer screens are employed to determine: (i) fundamentals such as sales and earnings growth; and (ii) relative valuations (those stocks that appear to be attractively priced compared to fundamentals).

We usually sell a company's stock when that company no longer is considered an emerging growth company, when that company shows deteriorating fundamentals, or when the stock price of the company experiences significant, unexplained declines.

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The Fund, from time to time, may take temporary defensive measures that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. Thus, the Fund may temporarily invest all or part of its assets in cash or cash equivalents. The effect of taking these temporary defensive positions is that the Fund may not achieve its investment objective.

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As an anticipated result of these principal investment strategies, the Emerging Growth Fund may engage in the active and frequent trading of portfolio securities. This increased portfolio turnover for the Fund could produce high brokerage costs for the Fund and result in taxable distributions to Fund shareholders.

The main risks of smaller-capitalization emerging growth companies that could adversely affect the value of the Emerging Growth Fund's shares and the total return on your investment in this Fund are that the growth in earnings and the rates of return of the emerging growth companies in which the Fund invests suddenly slow or stop so that the prices of these companies fall and also that:

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• Smaller-capitalization companies are usually younger and less established with a relatively short record of sales and earnings.
  

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• Because of their size, smaller companies may lack the depth of financial and management resources to weather economic or financial turmoil. For the same reason, however, smaller companies may have more flexibility and are usually quicker to innovate or respond to changing conditions when compared to larger capitalized companies.
  

• Smaller companies tend to be more volatile in their sales and earnings performance, as well as in their stock price.
  

• Because stocks of smaller companies usually trade in lower volumes than stocks of larger companies, these stocks may be more vulnerable to market risk and may be harder to sell than stocks of larger companies.

The risks of a fund are usually defined by the fund's individual securities, overall portfolio, and investment tactics. Over longer periods of time, stocks have been among the most successful investments available to the public. Nevertheless, stocks do fluctuate in price. Accordingly, there is a risk you could lose as well as make money by investing in the Cappiello- Rushmore Funds. As with any fund, there is no guarantee that the performance of the Funds will be positive over any period of time, either short term or long term.

In addition to the specific principal risks identified above for each of the Funds, a Fund also may encounter the following broad-based risks:

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• Volatility - Investments in securities of foreign companies can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments could affect investments in foreign companies.
  

• Regulatory Environment - Foreign companies generally are not subject to uniform accounting, auditing, and financial reporting standards comparable to those applicable to U.S. domestic companies. Foreign issuers may be subject to different accounting, auditing, reporting, and recordkeeping standards than those applicable to domestic issuers. There is generally less government regulation of listed companies abroad than in the United States.

Money Market Investment Risk - Under adverse market conditions, one or more of the Funds could invest some or even all of its assets in money market securities. Although each Fund's objective would be to attempt to avoid losses, this defensive tactic, if employed in a significant way, could have the effect of reducing the benefit from any upswing in the market.

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The Funds' fiscal year spanned one of the wildest stock market rides in decades spurred by fear of the Federal Reserve (the "Fed") and worries about Y2K. The result produced increasing volatility in stock prices. In the summer of 1999 (as the Funds started the new fiscal year), the prospect of the Federal Reserve beginning a cycle of market tightening became a small but growing worry on Wall Street. A rising stock market accompanied by a faster rising real estate market seemed to set the stage for further rate increases. The fear was that the Fed wanted to bring rates back to "normal" (where they were before the market crash in 1998). This was to be the major market concern through the fall. A more apparent threat was a possible disruption to the economy by the Y2K problem. Neither threat seemed to affect investors as the Dow Jones Industrial Average (the Dow) rallied from 10,552 on June 30, 1999 to 11,497 by December 31, 1999. That performance was overwhelmed by the unprecedented volatility of the NASDAQ 100 that soared towards year-end, broke out into new record highs day after day during January 2000, and experienced record one-day declines. For example, we are slightly more than halfway through the year 2000, and 60% of the trading days have seen the NASDAQ move up or down more than 2% in one day. In 1999, only 25% of the trading days saw a move of 2% or more in one day.

In fact, volatility was the theme of the market through the twelve months ended June 30, 2000. The Dow which had been at 10,552 on June 30, 1999, closed at 10,447 on June 30, 2000, essentially flat for the year after recording new highs along the way. The S&P 500 fared better.

Besides volatility, a second theme of the last twelve months was "selectivity". Only a small fraction of the thousands of stocks traded on the New York Stock Exchange and NASDAQ managed to make money for investors predominantly in the technology, Internet and biotech sectors. The vast majority of stocks - the so-called "old economy" stocks, lost money. In point of fact, nearly 250 stocks in the S&P 500 declined in the market last year!

To date, the Federal Reserve has raised its benchmark short-term Federal Funds rate by 1.75 percentage points in six steps since June 1999 to 6.5% in an effort to dampen inflation pressures before they take root in the economy. As we begin a new fiscal year, constant volatility and extreme selectivity in stock purchases continue to worry investors who are nervously attempting to gauge how long the Federal Reserve tightening process will last.

The Emerging Growth Fund registered a positive return of 30.36% for the twelve months ended June 30, 2000. The satisfying results reflected the small stock sector's improved performance after years of underperformance.

Simply put, emerging growth investing is nothing more than the growth stock philosophy taken to its extreme. Since stock prices are normally driven by earnings, the objective is to seek out companies that generate the highest rate of earnings growth. Inevitably this means smaller companies, and no sector of small business has grown as fast as technology in recent years.

We ended the fiscal year 2000 with stock portfolio assets concentrated in three major sectors: computer software and services at 24.4%; telecommunications at 17.4%; and technology at 14.9%. The largest single stock position in the portfolio was Excel Technology, Inc. followed by Dot Hill System Corp.

Among the best performing stocks at the year-end were:

• PolyMedica Corp.
• REMEC, Inc.
• Hain Celestial Group, Inc.

As we noted a year ago, the last great period of underperformance of small cap stocks versus large cap stocks occurred from 1969 to 1973. From 1975 to 1979, small cap stocks turned around and outperformed their large cap counterparts by an average of 24.7% a year from 1975 to 1979. During the most recent period (1994 - 2000), small stock underperformance has approached the depressed price levels not seen since 1969 - 1973. The modest reversal this year by the smaller stocks is likely to continue for the next several years based on historical experience.

The Utility Income Fund is designed for investors who are seeking a more conservative, income-oriented stock market investment. The portfolio is managed to provide higher dividend yields than the stock market average with substantially lower volatility in share price. The Fund provides such higher-than-average yields through investing in utility stocks such as electric, natural gas, and telephones. With dividend income as a focus, capital gains are a secondary consideration. In the past two fiscal years (1998 and 1999), the Fund posted double-digit returns, a reflection of the lower interest rate environment and improving utility earnings. Total return for the Fund for this past year ended June 30, 2000 was a negative 7.05 % reflecting the difficult market environment mainly in the electric utility sector due to the substantial rise in interest rates. It should be noted that the traditional electric and gas companies have diverged dramatically in terms of performance over the past twelve months. While gas company stocks have performed well and, in most cases, posted positive total returns, most electric utility stocks have recorded negative total returns. For example, Lehman Brothers Electric Utility Index posted a decline of .05% for the twelve months ended May 31, 2000.

Common stocks represented 85.7% of the portfolio at year-end. The sector positions were: Gas and Electric 48.7%; Telecommunications 32.8%; and Natural Gas Distribution 4.2%. The cash position (money market funds) totaled 6.4% of the portfolio.

Among the best performing stocks at year-end were:

• KeySpan Corp
• IDACORP, Inc.
• Washington Gas Light Co.

The largest single stock position in the portfolio was SBC Communications, Inc. followed by Bell Atlantic Corp.

For years utility stocks have been on the wrong side of the investment track. Whenever the stock market sold off, investors would flock to utilities viewing them as a safe haven to park money until the market decline ended. Once that happened, money would exit the utility sector as fast as it came in. This recurrent cycle seems to be changing as investors view utility stocks as more than income vehicles and a "safe haven" in times of market stress. Today utilities are beginning to be perceived as being transformed through deregulation into potential growth vehicles. Utilities continue to possess financial virtues such as growing cash flow and solid balance sheets. In addition, they are merging and acquiring to enhance their competitive position, while at the same time investing in new technologies in generation, as well as hiring non-utility executives who are effective in managing change in an increasingly competitive industry.

In summary, while this year's performance was disappointing, we believe that the current year's environment will be more rewarding for utility stocks and the Fund's portfolio as investors recognize the group's relatively steady income, lower than average price-earnings ratio and attractive income (dividend yields ranging from 4-6%). These components make for an attractive investment package in the face of mounting uncertainty, as well as heightened volatility in the current stock market.

The Growth Fund seeks capital appreciation by investing in larger established companies with favorable relationships between price-earnings ratios and growth rates. Compared to the total return of 23.32% recorded for the year ended June 30, 1999, the Fund's performance for 2000 was negative 8.86%. The relatively poor performance this year versus the prior year was the concentration in financial services, as well as the sell-off in telecommunication stocks in the second half of the fiscal year.

Common stocks represented 93.5% of the portfolio at year-end. The Fund's largest stock sector positions were financial services at 24.9% of the portfolio, telecommunications at 16.2% of the portfolio, healthcare at 11.8%, oil and gas services at 10.3%, computer hardware and software at 9.6%, and merchandising and retail at 9.1%.

Among the best performing stocks at year-end were:

• Hughes Electronics Corp.
• UnitedHealth Group Inc.
• American Express Co.

The largest single stock position in the portfolio was UnitedHealth Group, followed by Hughes Electronics Corp.

We continue to use a growth style of investment by investing in stocks which we believe have some or all of the following characteristics:

• Dominant products or market niches
• Improved sales outlook or opportunities
• Demonstrated sales growth and earnings
• Cost restructuring programs which are expected to positively affect company earnings
• Increased order backlogs, new product introductions, or industry developments, which are expected to positively affect company earnings

Looking ahead, current expectations are that the economy in terms of Gross Domestic Product (GDP) will slow from the unexpectedly strong economic growth of the second quarter. Third quarter GDP growth is estimated at about 4%, the fourth quarter at 3.5%, and the first quarter of 2001 at 3%. If GDP declines to below 3% and inflation remains low, a "soft landing" has occurred by the Fed's engineering. A situation that has happened only once since World War II and that was in 1994-95.

There are some indications that this successful slowdown is underway. Housing is in a slowdown phase. In June, homebuilders reported the lowest level of activity since November 1997. Interest rates have not risen enough to put residential construction and sales in a recession mode, but there has clearly been some impact. Further, recent Purchasing Managers Surveys reflect a softening in the manufacturing sector. The largest and most important variable is consumer spending. Retail sales have shown some slowing, but consumer confidence continues to be strong. While the Fed is in a tightening cycle, stocks are going to have a difficult time sustaining a significant advance. The one event that would drive the market back upward would be Fed easing. This is not likely in the short term. While a "soft landing" may occur (and we believe it will), and with inflation no longer a problem, it will take time for this to be accepted as reality. In the meantime, the market in general is unlikely to do very much in the next several months. It is, therefore, a time to concentrate more than ever on individual stocks, and not broad market movements.

Nevertheless, it is difficult to be bearish on individual stocks given the sharp market declines of last spring. There are a growing number of good, solid companies that are selling at single-digit or low double-digit ratios with better-than-average growth rates, particularly in the mid-capitalization group. Most of these stocks have been neglected by investors and have become the poor performers of the past few years because they were not Internet or high technology related. However, given their relative attractiveness, they could well be the winners of the next twelve months.

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Assuming a $10,000 initial investment, the following graph compares the total returns of the Funds to the performance of the S&P 500 Index^TM and Russell 2000 Index since the Funds began operating on October 6, 1992. Please remember that past performance does not necessarily reflect how the Funds may perform in the future.

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• The minimum initial investment in each Fund is $2,500
• Retirement accounts may be opened with a $500 minimum investment
• There are no minimum amounts for subsequent investments
• There are no sales charges
• The Funds reserve the right to reject any purchase order
• All shares are electronically recorded; the Funds will not issue certificates
• A $10 fee may be charged for items returned for insufficient or uncollectible funds

• the name of the Fund and account number you are redeeming from
• your name(s) and address as it appears on your account
• the dollar amount or number of shares you wish to redeem
• your signature(s) as it appears on your account
• a daytime telephone number

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• You may receive redemption proceeds by bank wire, check, or through the Automated Clearing House System (ACH). For redemptions by bank wire,we will, upon instruction, wire transfer the amount specified to your commercial bank or brokerage account specified in your account application. For bank wire redemptions less than $5,000, a $10 wire fee will be assessed.

• If you request payment of redemptions to a third party or to a commercial bank not specified on your original account application the request must be in writing and your signature must be guaranteed by an eligible institution (eligible institutions generally include banking institutions, securities exchanges, associations, agencies or broker/dealers, and "STAMP" program participants).

• Payment for all shares redeemed will be issued within seven days, normally three business days. However, withdrawal requests on investments that have been made by check may be delayed up to ten calendar days following the investment or until the check clears, whichever occurs first. This delay is necessary to assure us that investments made by check are good funds. You will receive redemption proceeds promptly upon confirmation of receipt of good funds.

• If your monthly Fund account balance averages $500 or less you will be charged a $5 fee. Additionally, the Funds reserve the right to redeem accounts whose net asset value falls below thresholds determined by the Board and communicated to shareholders from time to time.

• The right of redemption may be suspended, or the date of payment postponed, during the following periods: (a) periods during which the New York Stock Exchange (the "NYSE") is closed (other than customary weekend or holiday closings); (b) periods when trading on the NYSE is restricted, or an emergency exists, as determined by the Securities and Exchange Commission ("SEC"), so that disposal of a Fund's investments or determination of net asset value is not reasonably practicable; or (c) for such other periods as the SEC, by order, may permit for protection of the Fund's investors.

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The Trust is comprised of four separate Cappiello-Rushmore Funds, three of which, the Utility Income, Growth, and Emerging Growth Funds, are described in this Prospectus. The fourth Cappiello- Rushmore Fund, the Gold Fund, is described in a separate prospectus but is closed to all purchases.

You may exchange shares of one Cappiello-Rushmore Fundfor shares of another Cappiello-Rushmore Fund (excluding the Cappiello- Rushmore Gold Fund), or may choose to exchange Cappiello-Rushmore Fund shares for shares of any of the following Rushmore Funds: Fund for Government Investors, Fund for Tax-Free Investors, Inc., The Rushmore Fund, Inc., or American Gas Index Fund, Inc. The fund you are exchanging into must be available for sale in your state and the registration for both accounts must be identical. You should obtain a current prospectus for the fund into which you are exchanging by calling 1-800-622-1386. Exchange redemptions will be affected at the net asset value as next determined after receipt of the exchange request. Exchange purchases will be affected at the net asset value of the respective fund when proceeds are available for investment, normally two days after processing of the related exchange redemption. The Funds may change or cancel their exchange policies at any time, upon 60 days' notice to shareholders.

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The price of a fund's shares is its "net asset value per share." This figure is computed by dividing the total market value of a fund's investments and other assets, less any liabilities, by the number of fund shares outstanding. The net asset value per share of each Cappiello-Rushmore Fund is determined as of 4:00 P.M., Eastern Time, on days when the New York Stock Exchange is open for business. Orders accepted by the Funds directly or by an authorized third party will be priced at the next computed net asset value after the orders are received. This means that if you place a purchase or redemption order after 4:00 P.M., Eastern Time, it will be effected at the next calculation of net asset value, normally 4:00 P.M. the next business day.

Each of the Funds values its portfolio securities based on the market value of these securities. Each security held by the Funds, and which is listed on a securities exchange, is valued at the last quoted sale price on the NYSE and other major exchanges for a given day. Price information on each listed security is taken from the exchange where the security is primarily traded. Over-the-counter securities are valued at their last sales price. Options and futures contracts are valued at the last sales price as of the close of trading on the applicable exchanges. Unlisted securities for which market quotations are readily available are valued at the closing sales prices. The value of assets for which no quotations are readily available (including any restricted securities) are valued at fair value in good faith by the Board of Trustees or at the direction of the Trustees.

If a Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, then the net asset value of the Funds shares may change on days when shareholders of the Fund will not be able to purchase or redeem the Fund's shares.

All dividends and capital gain distributions of each Fund will be reinvested in additional Fund shares (including fractional shares where necessary) at net asset value, unless you elect on your application form or in writing, not less than five full business days prior to the record date for a particular dividend or distribution, to receive such dividend or distribution in cash. If you elect to receive distributions in cash, your election will be effective until you give other written instructions.

Although the timing and amount of all dividends and distributions are subject to the discretion of the Board of Trustees, the distribution schedule for the Funds is as follows:

• If you own shares of the Growth and/or Emerging Growth Funds, net investment income and net capital gains will be distributed annually in December.

• If you are a shareholder of the Utility Income Fund, you will receive net investment income quarterly. Capital gains will be distributed annually in December.

The Funds intend to meet the requirements for being tax-qualified regulated investment companies. As long as the Funds meet these requirements, the Funds pay no federal income tax on the earnings distributed to shareholders. The Funds intend to distribute all of their earnings to their shareholders. Dividends and capital gains distributions you receive from any Cappiello-Rushmore Fund, whether reinvested or taken as cash, are generally considered taxable to you as ordinary income or as capital gains income. Each of the Funds expects that its distributions to shareholders, as a result of each Fund's investment objective and strategies, will consist primarily of dividends on ordinary income or capital gains. The Form 1099 that is mailed to you each January details your dividends and their federal tax category. You should verify your tax liability with your tax professional.

Taxability of Transactions

Any time you sell or exchange shares of the Funds, this transaction is considered a taxable event for you. For example, if you exchange shares of one Fund for shares of another, the transaction would be treated as a sale. Consequently, any gain resulting from the transaction would be subject to federal income tax.

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McCullough, Andrews & Cappiello, Inc. (the "Adviser") has served as the investment adviser to the Funds since their inception on October 6, 1992. The following advisory fees as a percentage of net assets were paid to the adviser during the Funds' fiscal year ended June 30, 2000:  

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Mr. McCullough is a graduate of Santa Clara University and is a member of the American Institute of CPAs and the California Society of CPAs.

Mr. Cappiello is a graduate of the University of Notre Dame (A.B.) and Harvard University (M.B.A.) He is past President of the Baltimore Security Analysts Society and former Trustee of the Maryland State Retirement Systems.

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Recent Developments
On October 26, 2000, Frank Cappiello, Dr. Peter Petersen and Peter DeAngelis, members of the Board of Trustees of the Trust, resigned from the Board. McCullough, Andrews & Cappiello, Inc., however, continues to serve as the Trust's investment adviser. As a result of such resignations, the remaining Trustees intend to consider alternatives available to the Trust which may be in the best interests of shareholders. These alternatives include liquidation, sale of all or substantially all of the assets of the Trust and/or appointment of a new investment adviser, among others.

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The financial highlights tables on the next three pages are intended to help you understand each Fund's financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Funds (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, whose report, along with the financial statements of the Funds, is included in the annual report for the Funds, which is available upon request.

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There are a variety of ways to receive the above information and make other inquiries of the Funds. You may contact the Cappiello- Rushmore Trust directly by telephone, at 1-800-622-1386, or visit our internet site at ht tp://www.rushmorefunds.com, or you may send a written request to the Trust's offices, at 4922 Fairmont Avenue, Bethesda, Maryland 20814. Additional information about the Funds can also be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington D. C. (for hours of operation please call the Commission at 1-800-SEC- 0330). You may also obtain copies of the information by visiting the Commission's internet site at http://www.sec.gov, or, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D. C. 20549.

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November 1, 2000

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The Cappiello-Rushmore Trust (the "Trust") is a no-load mutual fund complex with four separate investment portfolios, one of which (the "Fund") is described in this Prospectus. This Prospectus contains important information about this Fund. Please read this Prospectus before investing and keep this Prospectus on file for future reference.

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RISK and RETURN SUMMARY
Investments, Risks, and Performance

The Gold Fund's investment objective is long-term capital appreciation.

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The Gold Fund seeks to achieve its objective by investing at least 65% of its total assets in the stocks of companies that engage in gold and other precious metal-related activities. Other precious metals include silver, platinum, and palladium, and also diamonds and other precious minerals, as well as silver or other precious metal bullion and coins. Precious metal activities include mining, exploration, fabrication, processing, marketing, and distribution. Also included are companies dealing or investing in gold and operating companies principally engaged in financing, managing, controlling, or operating companies engaged in these activities. The Fund invests mainly in the common stock of U.S. and foreign gold and precious metal-related companies. The Fund has no limit on investment in the securities of foreign issuers, but does not invest more than 20% of its total assets in those foreign securities which are not traded on a recognized U.S. securities exchange or in dollar-denominated American Depository Receipts ("ADRs"). The Fund may also invest in warrants, preferred stock, and convertible debt securities, as well as bullion, coins and precious metals, futures contracts, and options.

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The main risks that could adversely affect the value of the Gold Fund's shares and the total return on your investment in this Fund stem from the Fund's concentration policies. As with any stock-oriented fund, the value of your investment in the Fund will rise or fall depending on the performance of individual securities as well as stock market movements. Because the Fund concentrates its investments in the precious metals-related securities industry, the performance of the Fund is subject to the risk that this industry will underperform the market as a whole. To the extent that the Fund may invest in the securities of foreign issuers, the Fund also will be subject to foreign company risks, such as changes in currency exchange rates, inadequate disclosure of company information, and political instability. The stocks of precious metals-related companies also carry higher risks than the stocks of other companies, in particular the risk of wide price movements due to a variety of economic and political factors, including:

• changes in inflation or in expectations regarding inflation in various countries
• the availability of supplies of precious metals and minerals
• changes in industrial and commercial demand
• metal and mineral sales by governments, central banks, or international agencies
• investment speculation
• monetary and other economic policies of various governments
• governmental restrictions on the private ownership of certain precious metals and minerals

The chart below and table on the following page show the annual calendar-year returns and the performance of the Fund, which commenced operations on March 7, 1994, and whose fiscal year-end is June 30th. The information in the chart and the table provides some indication of the risks of investing in the Fund by showing changes in Fund performance from year to year and by showing how the Fund's average annual returns for one-year, three-year and since inception periods compare with the performance of the Philadelphia Stock Exchange Gold and Silver Index^TM (the "XAU Index") (a capitalization-weighted index featuring eleven widely-held securities in the gold and silver mining and production industry or companies investing in such mining and production companies).

The chart and the table assume the reinvestment of dividends and distributions. How the Fund has performed in the past does not necessarily indicate how the Fund will perform in the future.

Annual Total Return

 Best Quarter:    20.74%     1^st Qtr of 1996                                 Worst Quarter:    (32.18)%     4^th Qtr of 1997

The Fund's year-to-date total return as of September 30, 2000 was (20.05)%.

Performance Table
Average Annual Total Returns
(for Periods Ended December 31, 1999)

* March 7, 1994
** XAU average annual return since March 1, 1994.

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This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

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If your monthly account balance per Fund averages $500 or less due to redemptions you will be charged a $5 fee.

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This 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 for the time periods indicated below 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 operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

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 INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, and RELATED RISKS

The Gold Fund's investment objective is long-term capital appreciation.

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The Gold Fund seeks to achieve its objective by investing at least 65% of its total assets in the stocks of companies that engage in gold and other precious metals activities. Other precious metals include silver, platinum, and palladium, and also diamonds and other precious minerals, as well as silver or other precious metal bullion and coins. Precious metal activities include mining, exploration, fabrication, processing, marketing, and distribution. Also included are companies dealing or investing in gold and operating companies principally engaged in financing, managing, controlling, or operating companies engaged in these activities. The Fund invests mainly in the common stock of U.S. and foreign gold and precious metal-related companies. The Fund has no limit on investment in the securities of foreign issuers, but does not invest more than 20% of its total assets in those foreign securities which are not traded on a recognized U.S. securities exchange or in dollar-denominated ADRs. The Fund may also invest in warrants, preferred stock, and convertible debt securities, as well as bullion, coins and precious metals, futures contracts, and options. The Fund may also purchase U.S. Government securities and enter into repurchase agreements. The Fund does not invest for income.

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In selecting stocks, we look for companies that have: (i) steady growth in both sales and earnings; (ii) extensive ore bodies and efficient mining operations (where appropriate); and (iii) low melting and refinery costs with adequate capital to continue to maintain and expand operations.

We usually sell a company's stock when that company's "fundamentals" (i.e., the company's capital structure, operating characteristics, pre-tax profit margins, and return on stockholders' equity) change for the worse. Generally, company stock will also be sold when the stock price of the company experiences significant, unexplained declines.

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The Fund, from time to time, may take temporary defensive measures that are inconsistent with the Fund's principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. Thus, the Fund may temporarily invest all or part of its assets in cash or cash equivalents, which include, but are not limited to short-term money market instruments, U.S. Government securities, certificates of deposit, bankers' acceptances, or repurchase agreements secured by U.S. Government securities. The effect of taking these temporary defensive positions is that the Fund may not achieve its investment objective.

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As an anticipated result of these principal investment strategies, the Gold Fund may engage in the active and frequent trading of portfolio securities. This increased portfolio turnover for the Fund could produce high brokerage costs for the Fund and result in taxable distributions to Fund shareholders.

The main risks that could adversely affect the value of the Gold Fund's shares and the total return on your investment in this Fund stem from the Fund's concentration policies. As with any stock-oriented fund, the value of your investment in the Fund will rise or fall depending on the performance of individual securities as well as stock market movements. Because the Fund concentrates its investments in the precious metals-related securities industry, the performance of the Fund is subject to the risk that this industry will underperform the market as a whole. To the extent that the Fund may invest in the securities of foreign issuers, the Fund also will be subject to foreign company risks, such as changes in currency exchange rates, inadequate disclosure of company information, and political instability. The stocks of precious metals-related companies also carry higher risks than the stocks of other companies, in particular the risk of wide price movements due to a variety of economic and political factors, including:

• changes in inflation or in expectations regarding inflation in various countries
• the availability of supplies of precious metals and minerals
• changes in industrial and commercial demand
• metal and mineral sales by governments, central banks, or international agencies
• investment speculation
• monetary and other economic policies of various governments
• governmental restrictions on the private ownership of certain precious metals and minerals

The risks of a fund are usually defined by the fund's individual securities, overall portfolio, and investment tactics. Over longer periods of time, stocks have been among the most successful investments available to the public. Nevertheless, stocks do fluctuate in price. Accordingly, there is a risk you could lose as well as make money by investing in the Cappiello-Rushmore Gold Fund. As with any fund, there is no guarantee that the performance of the Gold Fund will be positive over any period of time, either short term or long term.

In addition to the specific principal risks of the Gold Fund identified above, the Fund also may encounter the following broad-based risks:

• Volatility - Investments in securities of foreign companies can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments could affect investments in foreign companies.

• Regulatory Environment - Foreign companies generally are not subject to uniform accounting, auditing, and financial reporting standards comparable to those applicable to U.S. domestic companies. Foreign issuers may be subject to different accounting, auditing, reporting, and recordkeeping standards than those applicable to domestic issuers. There is generally less government regulation of listed companies abroad than in the United States.

• The success of a leveraging strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets, and movements in interest rates.
  

• Leveraging may result in the Fund experiencing losses over certain ranges in the market that exceed losses experienced by a non-leveraged fund.
  

• There may be an imperfect or no correlation between the changes in market value of the securities held by the Fund and the prices of futures contracts and options on futures contracts.
  

• Although the Fund will purchase only exchange-traded futures contracts and options, due to market conditions there may not be a liquid secondary market for a futures contract or an option. As a result, the Fund may be unable to close out its futures or options contracts at a time which is advantageous to the Fund.
  

• Trading restrictions or limitations may be imposed by an exchange, and government regulations may restrict trading in futures contracts and options.

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The outlook for gold continues to be questionable over the next twelve months. Last year was a continuation of the relentless decline in value that has lasted for nearly twenty years. The most bullish argument for gold is its characteristic as a portfolio diversifier; there has been a negative correlation between the returns on gold and the return on the S&P 500 over the past ten years. Nevertheless, the offset to this argument is that a negative correlation with the S& P 500, by itself, does not necessarily make for a good investment.

Overall, an investment in a commodity such as gold should be based on favorable supply/demand fundamentals which will likely lead to a higher price. A look at the current and expected supply/demand characteristics can be summarized as follows: gold production is expected to decline in the coming year. Indeed, gold production in the first quarter seems to have declined by 1% to 2% driven by lower grades at Grasberg, the world's biggest gold mine. Experts believe a significant decline in gold production of about 200 tonnes** will be necessary in order to keep the gold price from declining further. This is not likely to happen. In looking at the cost structure of the industry, very little production will be forced to shut down if gold prices remain above $250 per ounce. Thus far, the evidence seems to indicate fairly steady global gold production over the next several years.

Beyond supply and demand, the relatively recent introduction of inflation indexed securities by the U.S. is a further setback for gold as hedge against inflation. These newer instruments pay interest and maintain their value since they are indexed to a benchmark of inflation.

Further, in the Fall of 1999, 15 European central banks signed a pledge to limit their sales of gold to 400 tonnes per year for the next five years. That was good news. Nevertheless, this "Washington Agreement" has made it perfectly clear that central banks will be significant sellers of gold for a very long time. Many analysts raised their long-term forecasts because of this announcement. Current Wall Street forecasts are for gold prices to average $325/ounce in 2001. These forecasts appear optimistic in light of the current price levels of gold.

Longer-term gold may yet have its day in the sun. The United Sates and the world economy in general have had an unusual run of good luck both economically and diplomatically. Inevitably, economic mistakes will be made, diplomatic disasters will occur and the possibility for nuclear mischief will increase in the years ahead. At the juncture of any one of these events, gold could well reclaim its title as "a store of value."

** The standard by which gold is measured.

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Assuming a $10,000 initial investment, the following graph compares the Fund's total returns to the performance of the Philadelphia Exchange Gold and Silver Index since the Fund began operating on March 7, 1994. Please remember that past performance does not necessarily reflect how the Fund may perform in the future.

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The Gold Fund does not accept purchase orders for new shares, nor are Gold Fund shares available through the Trust's exchange privilege.

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• the name of the Fund and account number you are redeeming from
• your name(s) and address as it appears on your account
• the dollar amount or number of shares you wish to redeem
• your signature(s) as it appears on your account
• a daytime telephone number

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• You may receive redemption proceeds by bank wire, check, or through the Automated Clearing House System (ACH). For redemptions by bank wire,we will, upon instruction, wire transfer the amount specified to your commercial bank or brokerage account specified in your account application. For bank wire redemptions less than $5,000, a $10 wire fee will be assessed.

• If you request payment of redemptions to a third party or to a commercial bank not specified on your original account application the request must be in writing and your signature must be guaranteed by an eligible institution (eligible institutions generally include banking institutions, securities exchanges, associations, agencies or broker/dealers, and "STAMP" program participants).

• Payment for all shares redeemed will be issued within seven days, normally three business days. However, withdrawal requests on investments that have been made by check may be delayed up to ten calendar days following the investment or until the check clears, whichever occurs first. This delay is necessary to assure us that investments made by check are good funds. You will receive redemption proceeds promptly upon confirmation of receipt of good funds.

If your monthly Fund account balance averages $500 or less you will be charged a $5 fee. Since the Fund is closed to additional investments, shareholders subject to such a fee should consider redemption because their remaining account balance may otherwise be consumed by fees. Additionally, the Fund reserves the right to redeem accounts whose net asset value falls below thresholds determined by the Board and communicated to shareholders from time to time.

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• The right of redemption may be suspended, or the date of payment postponed, during the following periods: (a) periods during which the New York Stock Exchange ("NYSE") is closed (other than customary weekend or holiday closings); (b) periods when trading on the NYSE is restricted, or an emergency exists, as determined by the Securities and Exchange Commission ("SEC"), so that disposal of the Fund's investments or determination of net asset value is not reasonably practicable; or (c) for such other periods as the SEC, by order, may permit for protection of the Fund's investors.

The Trust is comprised of four separate funds:   Cappiello-Rushmore Utility Income Fund, Cappiello-Rushmore Growth Fund, Cappiello-Rushmore Emerging Growth Fund and Cappiello-Rushmore Gold Fund.  The Gold Fund is described in this Prospectus.

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You may exchange shares of the Gold Fund for shares of another Cappiello-Rushmore Fundor may choose to exchange Gold Fund shares for shares of any of the following Rushmore Funds: Fund for Government Investors, Fund for Tax-Free Investors, Inc., The Rushmore Fund, Inc., or American Gas Index Fund, Inc. The fund you are exchanging into must be available for sale in your state and the registration for both accounts must be identical. You should obtain a current prospectus for the fund into which you are exchanging by calling 1-800-622-1386. Exchange redemptions will be affected at the net asset value as next determined after receipt of the exchange request. Exchange purchases will be affected at the net asset value of the respective fund when proceeds are available for investment, normally two days after processing of the related exchange redemption. The Funds may change or cancel their exchange policies at any time, upon 60 days' notice to shareholders.

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The price of the Fund's shares on any given day is the Fund's net asset value per share. This figure is computed by dividing the total market value of the Fund's investments and other assets, less any liabilities, by the number of Fund shares outstanding. The net asset value per share of the Fund is determined as of 4:00 P.M., Eastern Time, on days when the New York Stock Exchange is open for business. Orders accepted by the Fund directly or by an authorized third party will be priced at the Fund's net asset values next computed after orders are received. This means that if you place a purchase or redemption order after 4:00 P.M., Eastern Time, this order will be effected at the next calculation of net asset value, normally 4:00 P.M. the next business day.

The Fund values its portfolio securities based on the market value of these securities. Each security held by the Fund, and which is listed on a securities exchange, is valued at the last quoted sale price on the New York Stock Exchange and other major exchanges for a given day. Price information on each listed security is taken from the exchange where the security is primarily traded. Over-the-counter securities are valued at their last sales price. Options and futures contracts are valued at the last sales price as of the close of trading on the applicable exchanges. Gold and other precious metals are valued daily at fair market value, based upon price quotations in common use. Unlisted securities for which market quotations are readily available are valued at the closing sales prices. The value of assets for which no quotations are readily available (including any restricted securities) are valued at fair value in good faith by the Board of Trustees or at the direction of the Trustees.

If a Fund has portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares, then the net asset value of the Fund's shares may change on days when shareholders of the Fund will not be able to purchase or redeem the Fund's shares.

All dividends and capital gain distributions of the Fund will be reinvested in additional Fund shares (including fractional shares where necessary) at net asset value, unless you elect on your application form or in writing, not less than five full business days prior to the record date for a particular dividend or distribution, to receive such dividend or distribution in cash. If you elect to receive distributions in cash, your election will be effective until you give other written instructions.

Although the timing and amount of all dividends and distributions are subject to the discretion of the Board of Trustees, the Fund intends to distribute all net investment income and net capital gains annually in December.

The Fund intends to meet the requirements for being a tax-qualified regulated investment company. As long as the Fund meets these requirements, the Fund pays no federal income tax on the earnings distributed to shareholders. The Fund intends to distribute all of its earnings to its shareholders. Dividends and capital gains distributions you receive, whether reinvested or taken as cash, are generally considered taxable to you as ordinary income or as capital gains income. The Fund expects that its distributions to shareholders, as a result of the Fund's investment objective and strategies, will consist primarily of dividends on ordinary income or capital gains. The Form 1099 that is mailed to you each January details your dividends and their federal tax category. You should verify your tax liability with your tax professional.

Any time you sell or exchange shares of the Fund, this transaction is considered a taxable event for you. For example, if you exchange shares of the Gold Fund for shares of another Cappiello-Rushmore Fund, the transaction would be treated as a sale. Consequently, any gain resulting from the transaction would be subject to federal income tax.

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 McCullough, Andrews & Cappiello, Inc. (the "Adviser") has served as the Fund's investment adviser since its inception on March 7, 1994. For the advisory services performed, the Adviser received 0.70% of the average net assets of the Fund for the fiscal year ended June 30, 2000.

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Frank A. Cappiello and Robert F. McCullough, C.P.A., manage the Fund. Mr. McCullough is Chairman of the Board of the Adviser and Mr. Cappiello is President. Both have been in the investment business for more than thirty years.

Mr. McCullough is a graduate of Santa Clara University and is a member of the American Institute of CPAs and the California Society of CPAs.

Mr. Cappiello is a graduate of the University of Notre Dame (A.B.) and Harvard University (M.B.A.) He is past President of the Baltimore Security Analysts Society and former Trustee of the Maryland State Retirement Systems.

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On October 26, 2000, Frank Cappiello, Dr. Peter Petersen and Peter DeAngelis, members of the Board of Trustees of the Trust, resigned from the Board. McCullough, Andrews & Cappiello, Inc., however, continues to serve as the Trust's investment adviser. As a result of such resignations, the remaining Trustees intend to consider alternatives available to the Trust which may be in the best interests of shareholders. These alternatives include liquidation, sale of all or substantially all of the assets of the Trust and/or appointment of a new investment adviser, among others.

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The financial highlights table is intended to help you understand the Fund's financial performance for the past five years. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP, whose report, along with the Fund's financial statements, is included in the annual report, which is available upon request.

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In addition to this prospectus, the following information is available to assist you in making an investment decision:

There are a variety of ways to receive the above information and make other inquiries of the Fund. You may contact the Cappiello-Rushmore Trust directly by telephone, at 1-800-622-1386, or visit our internet site at http ://www.rushmorefunds.com, or you may send a written request to the Trust's offices, at 4922 Fairmont Avenue, Bethesda, Maryland 20814. Additional information about the Fund can also be reviewed and copied at the Securities and Exchange Commission's Public Reference Room in Washington D. C. (for hours of operation please call the Commission at 1-800-SEC-0330). You may also obtain copies of the information by visiting the Commission's internet site at http://www.sec.gov, or, upon payment of a duplicating fee, by writing the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D. C. 20549.

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Utility Income Fund
Growth Fund
Emerging Growth Fund
Gold Fund

4922 Fairmont Avenue, Bethesda, Maryland 20814
(800) 622-1386
(301) 657-1500

STATEMENT OF ADDITIONAL INFORMATION
November 1, 2000

This Statement of Additional Information is not a Prospectus. It should be read in conjunction with the Trust's Prospectuses, each dated November 1, 2000. Copies of the Prospectuses may be obtained without charge by writing or telephoning the Trust at the above address or telephone numbers.

The audited financial statements of the Trust, for the Trust's fiscal year ended June 30, 2000, are included in the Trust's 2000 Annual Report to Shareholders, which has been filed with the Securities and Exchange Commission and is incorporated herein by reference. Copies of the Trust's 2000 Annual Report are available, without charge, by request by writing or telephoning the Trust at the above address or telephone numbers.

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The Trust, formerly known as the Cappiello-Rushmore Trust, is an open-end, management investment company organized as a business trust under the laws of Delaware on March 12, 1992. The Trust changed it name on October 26, 2000. The following are the investment strategies and risks associated with investing in the four Cappiello-Rushmore Funds (collectively, the "Funds"), each of which Funds is diversified under the Investment Company Act of 1940: the Utility Income Fund, the Growth Fund, the Emerging Growth Fund, and the Gold Fund.

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Each Fund may lend its securities to qualified institutional investors (i.e., brokers, dealers, banks or other financial institutions) who need to borrow securities in order to complete certain transactions, such as covering short sales, avoiding failures to deliver securities, or completing arbitrage operations.

1.     the borrower must pledge and maintain with the Trust collateral consisting of cash, a letter of credit issued by a domestic U.S. bank, or securities issued or guaranteed by the federal government having at least equal the value of the securities loaned;

2.     the borrower must add to the collateral whenever the price of the securities loaned rises;

3.     the Fund must be able to terminate the loan at any time; and

4.     the Fund should receive reasonable interest on the loan (which may include the Fund's investing any cash collateral in interest bearing short-term investments), any distribution on the loaned securities, and any increase in the market value of the loaned securities.

The Utility Income, Growth, and Emerging Growth Funds may invest up to 20% of their total assets in securities of foreign issuers which are traded on a recognized U.S. securities exchange or in dollar-denominated American Depository Receipts ("ADRs").

The Gold Fund has no limit on investment in securities of foreign issuers, but may not invest more than 20% of its total assets in such securities not traded on a recognized U.S. securities exchange or in dollar-denominated ADRs.

1.     There is generally less publicly-available information about foreign companies compared to reports and ratings that are published about issuers in the United States.

2.     Foreign issuers also are not subject to uniform accounting and auditing and financial reporting standards, practices, and requirements comparable to those applicable to United States issuers.

3.     Foreign securities markets are generally not as developed or as efficient as those in the United States. While growing in volume, these markets usually have substantially less volume than the New York Stock Exchange.

4.     Securities of some foreign issuers are less liquid and more volatile than securities of comparable United States issuers.

5.     Fixed commissions on foreign exchanges are generally higher than negotiated commissions on United States exchanges, although each Fund will endeavor to achieve the most favorable net results on its portfolio transactions.

 

6.     There is generally less government supervision and regulation of securities exchanges, brokers, and listed issuers than in the United States.

7.     With respect to certain foreign countries, there is the possibility of adverse changes in investment or exchange control regulations, expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the Funds, political or social instability, or diplomatic developments which could affect U.S. investment in those countries.

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8.     Individual foreign economies may differ favorably or unfavorably from the United States' economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position.

9.     The dividends and interest payable in certain foreign portfolio securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution to the Funds' shareholders. A shareholder otherwise subject to United States federal income taxes may, subject to certain limitations, be entitled to claim a credit or deduction for U.S. federal income tax purposes for his or her proportionate share of foreign taxes paid by each of the Funds.

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Each of the Growth Fund and the Emerging Growth Fund may invest up to 5% of its total assets in "high-yield" securities. As described below, high-yield securities are below investment-grade corporate bonds, commonly known as "junk bonds," and which are subject to greater risks, including default risks, than those found in higher-rated securities.

The high-yield corporate bonds primarily purchased by a Fund will be rated in below investment-grade categories by Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Group ("Standard & Poor's") ("Ba" or lower by Moody's, "BB" or lower by Standard and Poor's). Neither Fund invests in securities rated lower than "Caa" by Moody's or "CCC" by Standard & Poor's; these ratings are applied to issues which are predominantly speculative and may be in default or as to which there may be present elements of danger with respect to principal and/or interest. Neither Fund invests in issues which are in default. A Fund may invest in unrated securities when the Fund's investment adviser believes that the financial condition of the issuer or the protection afforded by the terms of the securities limits risk to a level similar to that of securities eligible for purchase by the Fund rated in below investment-grade categories by Moody's or Standard & Poor's (between "Ba" and "Caa" ratings by Moody's and between "BB" and "CCC" ratings by Standard & Poor's). If the investment rating of a high-yield corporate security in which a Fund is invested is downgraded to below "Caa" by Moody's or "CCC" by Standard & Poor's, the Fund will sell the downgraded security as soon as practicable and when the Fund's investment adviser considers it desirable to do so. See Appendix A to this Statement of Additional Information for a specific description of each corporate bond rating category.

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The high-yield securities in which a Fund invests offer a wide range of maturities (from less than one year to thirty years) and yields. These securities include short-term bonds or notes (maturing in less than three years), intermediate-term bonds or notes (maturing in three to ten years), and long-term bonds (maturing in more than ten years).

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Both credit and market risks are increased by the Fund's investment in debt securities rated below the top four grades by Standard & Poor's or Moody's and comparable unrated debt securities. Below investment-grade bonds by Moody's (categories "Ba," "B," "Caa") are of poorer quality and may have speculative characteristics. Bonds rated "Caa" may be in default or there may be present elements of danger with respect to principal or interest. Below investment-grade bonds rated by Standard & Poor's (categories "BB," "B," "CCC") include those which are regarded, on balance, as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with their terms; "BB" indicates the lowest degree of speculation and "CCC" indicates a high degree of speculation. While these bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

To the extent that a Fund invests in high-yield securities, the share price and yield of the Fund may be expected to fluctuate more than in the case of mutual funds that invest in higher-quality, shorter-term securities. Moreover, a significant economic downturn or major increase in interest rates may result in issuers of below investment-grade securities experiencing increased financial stress, which could adversely affect their ability to service their principal, interest, and dividend obligations, meet projected business goals, and obtain additional financing. In this regard, it should be noted that, while the market for high-yield corporate bonds has been in existence for many years and from time to time has experienced economic downturns in recent years, this market has involved a significant increase in the use of high-yield corporate debt securities to fund highly-leveraged corporate acquisitions and restructurings. Past experience may not, therefore, provide an accurate indication of future performance of the high-yield bond market, particularly during periods of economic recession. Furthermore, expenses incurred to recover an investment by a Fund in a defaulted security may adversely affect the Fund's net asset value. Finally, the secondary market for high-yield securities may be less liquid than the market for higher-quality securities. The reduced liquidity of the secondary market for high-yield securities may adversely affect the market price of, and the ability of the Fund to value, particular securities at certain times, thereby making it difficult to make specific valuation determinations.

The following policies cannot be changed without approval of the holders of a majority of the outstanding shares of each Fund.

Each Fund may not:

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In addition, the Growth and Emerging Growth Funds will not concentrate in any particular industry. As disclosed in the Trust's Prospectuses, the Utility Income Fund may concentrate in the public utility industry and the Gold Fund may concentrate in the gold and precious metals-related industry.

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The following restrictions are not fundamental and may be changed by the Board of Trustees -- each Fund may not:

The above-mentioned investment limitations are considered at the time investment securities are purchased. If a percentage restriction is adhered to by a Fund at the time of an investment, a later increase or decrease in the investment's percentage of the value of the Fund's total assets resulting from a change in these values or assets will not constitute a violation of the percentage restriction.

The Trust is governed by a Board of Trustees. The Trustees are responsible for overseeing the management of the Trust's business affairs and play a vital role in protecting the interests of Fund shareholders. Among other things, the Trustees approve and review the Trust's contracts and other arrangements and monitor Fund performance and operations. The names and addresses of the Trustees and officers of the Trust, together with information as to their principal business occupations during the past five years are set forth below.

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*  Indicates an "interested" person. An interested person has any one of several close business or family ties to the Trust, the Trust's investment adviser, or an affiliated company of the Trust.

**  The Rushmore Funds include: Fund for Government Investors, Fund for Tax-Free Investors, Inc., The Rushmore Fund, Inc. and the American Gas Index Fund, Inc.

***  Bruce C. Ellis and Jeffrey R. Ellis are brothers.

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The aggregate compensation paid to each of the Trustees of the Trust serving during the fiscal year ended June 30, 2000, is set forth in the table below:

*The Fund complex includes the Cappiello-Rushmore Trust which includes the following Funds: Cappiello-Rushmore Utility Income Fund, Cappiello-Rushmore Growth Fund, Cappiello-Rushmore Emerging Growth Fund and the Cappiello-Rushmore Gold Fund.

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As of September 28, 2000, the following persons were the only persons who were record owners or, to the knowledge of the Trust, beneficial owners of 5% or more of the shares of the Funds.