HAVEN CAPITAL MANAGEMENT TRUST, 485BPOS, 1999-02-22

HAVEN CAPITAL MANAGEMENT TRUST
485BPOS, 1999-02-22

Previous: JAYHAWK ACCEPTANCE CORP, 8-K, 1999-02-22

Next: MML BAY STATE VARIABLE ANNUITY SEPARATE ACCOUNT 1, NSAR-U, 1999-02-22

Filed electronically with the Securities and Exchange Commission
on February 22, 1999

1933 ACT FILE NO. 33-76670
1940 ACT FILE NO. 811-8428

- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------

FORM N-1A
(CHECK APPROPRIATE BOX OR BOXES)

REGISTRATION STATEMENT
UNDER
[ ] THE SECURITIES ACT OF 1933

[ ] PRE-EFFECTIVE AMENDMENT NO.

[X] POST-EFFECTIVE AMENDMENT NO. 10
AND/OR

REGISTRATION STATEMENT
UNDER
[ ] THE INVESTMENT COMPANY ACT OF 1940

[X] AMENDMENT NO. 11

----------------------

THE HAVEN CAPITAL MANAGEMENT TRUST
(Exact Name of Registrant as Specified in Charter)

C/O HAVEN CAPITAL MANAGEMENT, INC.
655 THIRD AVENUE
NEW YORK, NEW YORK 10017
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 953-2322

----------------------

COLIN C. FERENBACH
C/O HAVEN CAPITAL MANAGEMENT, INC.
655 THIRD AVENUE
NEW YORK, NEW YORK 10017
(Name and Address of Agent for Service)

----------------------

WITH COPIES TO:

MARCIA L. MACHARG, ESQ.
DEBEVOISE & PLIMPTON
555 13TH STREET, N.W.
WASHINGTON, D.C. 20004

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

[X] immediately upon filing pursuant to paragraph (b), or
[ ] on (date) pursuant to paragraph (b), or
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485, or
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2), or
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

- --------------------------------------------------------------------------------

[COVER]

PROSPECTUS
FEBRUARY 22, 1999
HAVEN CAPITAL MANAGEMENT, INC.
INVESTMENT ADVISER

THE HAVEN FUND

This prospectus contains information you should know before investing in The
Haven Fund. For your own benefit, please read it before you invest and keep it
for future reference.

As with all mutual fund shares the Securities and Exchange Commission has
neither approved nor disapproved the Fund's shares nor passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.

PAGE
Key Facts
- Goal and Approach..............................................X
- Main Risks.....................................................X
- Past Performance...............................................X
- Expenses.......................................................X
- Financial Highlights...........................................X
- Management of the Fund.........................................X

Your Investment..........................................................X
- How To Purchase Shares.........................................X
- How To Redeem Shares...........................................X
- About Your Account.............................................X
- Shareholder Services...........................................X
- Distributions and Taxes........................................X

More About the Fund......................................................X
- The Exchange...................................................X
- About the Year 2000............................................X
- For More Information...................................Back Cover

KEY FACTS

GOAL AND APPROACH

WHAT IS THE FUND'S GOAL?

The Fund seeks long-term growth of capital.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

Under normal market conditions, the Fund invests at least 65% of its assets in
the equity securities of U.S. companies.

- - DOMESTIC EQUITY SECURITIES. The Fund has the ability to invest in the
equity securities of both large, well-known U.S. companies and smaller,
less well-known U.S. companies. These domestic equity securities may
include common stocks, preferred stocks, convertible securities, warrants,
and equity interests in trusts, partnerships, joint ventures and real
estate investment trusts. Convertible securities are corporate bonds and
notes, or preferred stock, that may be converted into common stock within a
set time period.

The Fund may invest the remaining 35% of its assets in foreign equity
securities, in investment-grade U.S. and foreign fixed income securities of
corporate or governmental issuers or in other investments.

- - FOREIGN EQUITY SECURITIES. The Fund's foreign equity investments are
generally equity securities of better-known companies with a relatively
large market capitalization, although the Fund has the ability to invest in
foreign companies of any size. These companies may be publicly traded in
the U.S. or on a foreign securities exchange in a foreign currency.

- - INVESTMENT-GRADE FIXED INCOME SECURITIES. The Fund may invest in
investment-grade fixed income securities of a variety of issuers, including
domestic or foreign corporations or other entities and U.S. or foreign
governments or their agencies, instrumentalities or sponsored enterprises.
Because the market value of fixed income securities can be expected to vary
inversely to changes in prevailing interest rates, investing in fixed
income securities may provide an opportunity for long-term growth of
capital when interest rates are expected to decline.

- - OTHER INVESTMENTS. In order to protect the value of its foreign securities
from unfavorable currency changes relative to the U.S. dollar, the Fund
may, but is not obligated to, purchase forward foreign currency contracts.
This allows the Fund to exchange a foreign currency for U.S. dollars on a
future date at a specified exchange rate. Although not principal investment
strategies, the Fund may also:

- lend portfolio securities;
- invest in restricted securities;
- invest in other investment companies;
- purchase or sell securities on a when-issued or delayed delivery
basis;
- purchase put and call options on securities and stock indexes;
- write call options on securities and put and call options on
stock indexes;
- purchase or write interest rate and stock index futures
contracts; and
- engage in repurchase agreement transactions with respect to any
securities in which it invests.

When the Fund's investment adviser believes that a defensive position is
warranted, the Fund may temporarily invest without limit in cash or investment-
grade short-term fixed income securities. In doing so, the Fund would not fully
benefit from any broad increase in the market price of common stocks, and the
Fund may not achieve its investment objective.

More information about the Fund's investment strategies is provided in the
Statement of Additional Information (see back cover). Of course the Fund cannot
guarantee that by following these strategies it will meet its goal.

HOW ARE THE FUND'S INVESTMENTS SELECTED?

In selecting equity securities, the Fund's investment adviser, Haven Capital
Management, Inc. (Haven), focuses on the stocks of undervalued U.S. and foreign
companies that, in its view:

- have superior financial and operating characteristics;
- have long-term prospects for growth; and
- are underpriced by the securities markets.

Haven uses fundamental analysis, in-depth field research and research and
information provided by others to identify companies that appear both
underpriced and positioned to benefit from the current market and economic
environment. In doing so, Haven considers a variety of factors, such as:

- a company's financial resources;
- the value of its assets;
- its sales and earnings growth;
- the quality of its management; and
- its overall business prospects.

Haven generally sells a security when its market price equals or exceeds Haven's
expected valuation of the security or when the risk of holding the security
reaches levels believed unacceptable by Haven.

Haven may select investments in fixed income securities for defensive or
offensive reasons. When buying for defensive reasons Haven selects fixed income
securities that may reduce the overall risks of the Fund's portfolio. When
buying for offensive reasons Haven selects fixed income securities based upon
their potential to appreciate in value. Fixed-income securities that have the
potential to appreciate in value also have the potential to depreciate in value.
In making such investments Haven bases its judgement on factors such as the
future trend of long-term interest rates and/or foreign currency movements.
The Fund may only purchase investment-grade fixed income securities, as stated
above.

MAIN RISKS

Because the Fund invests mainly in equity securities, the Fund is exposed to
stock market risk and stock selection risk.

- STOCK MARKET RISK is the risk that the value of the Fund's investments
will be adversely impacted when stock markets decline in value. While
stocks have historically provided attractive long-term returns, their

markets move in cycles. As a result, there are periods when prices
rise and periods when prices decline.

Generally speaking, stocks experience more price volatility than
bonds. Also, small- and mid-capitalization stocks have historically
experienced more price volatility than large-capitalization stocks.
These stocks may be subject to greater volatility because:

- there is sometimes a lower degree of liquidity (trading
volume) in the market for these stocks;
- they may face less certain growth prospects; and
- their cost structures may have greater sensitivity to
changing economic conditions.

Therefore, the Fund's value will increase and decrease along with
stock markets in general, and this movement may be accentuated to the
extent the Fund has significant holdings in small- and mid-
capitalization stocks.

- STOCK SELECTION RISK is the risk that the Fund's investments will
underperform the market or other funds with similar investment
objectives and investment strategies. Many factors affect the
performance of a company's equity securities, including the demand for
its products or services, the nature of its cost structure and the
quality of the company's management.

Stock selection risk is usually greater for equity securities of
smaller, less established companies than those of larger, more
established companies. This is because smaller companies typically
have a narrower base of products and revenues than larger companies
and may not have the depth of management necessary to address changing
conditions.

In addition to these factors, different types of stocks tend to shift
in and out of favor depending on market and economic conditions. The
Fund's approach to selecting undervalued securities includes the risk
that the market will not recognize a security's inherent value or that
a stock, which was identified as undervalued, is actually
appropriately priced in the marketplace. As a result, the Fund's
performance may be sometimes lower or higher than that of other types
of funds, including portfolios that emphasize growth stocks.

The Fund may also invest a significant portion of its assets in foreign
securities and fixed income investments, which are subject to the following
risks.

- FOREIGN INVESTMENT RISK. Due to its investments in foreign
securities, the Fund is exposed to the risks of currency exchange rate
fluctuations, adverse political or economic developments in foreign
countries, reduced or unavailable public disclosure, and the lack of
uniform accounting standards.

Investments in foreign securities may also result in higher expenses
due to the costs of converting foreign currencies into U.S. dollars,
the payment of fixed brokerage commissions on foreign exchanges, and
the expense of maintaining securities with foreign custodians.

- INTEREST RATE RISK AND CREDIT RISK. Due to its investments in fixed
income securities and preferred stocks, the Fund is exposed to
interest rate risk and credit risk. Generally, interest rates and
bond prices move inversely (that is, bond prices decline when interest
rates rise and bond prices rise when interest rates decline).
Therefore, the value of these investments may be expected to decline
when interest rates rise.

These investments are also subject to the risk that a decline in an
issuer's creditworthiness or the credit rating of its securities
during the Fund's holding periods will affect the value of the
issuer's bonds and the Fund's portfolio as a whole. In order to
reduce the risk of non-payment of principal or interest, the Fund
invests only in fixed income securities rated "A" or better at the
time of purchase by Standard & Poor's Corporation or Moody's Investor
Services, Inc. or, if unrated, fixed income securities that are
determined by the Fund's investment adviser to be of comparable
quality.

The Fund tries to limit its exposure to risk by diversifying its investments.
However, as with any mutual fund, the Fund cannot guarantee that it will meet
its goals or that its performance will be positive over any period of time. As
a result, you could lose money investing in this Fund. More information about
the Fund's principal risks and strategies and other risks and strategies is
provided in the Fund's Statement of Additional Information (see back cover).

PAST PERFORMANCE

The chart and table below are designed to help you better understand the risk of
investing in the Fund. The chart shows how the performance of the Fund and its
predecessor has varied from year to year. The table compares the performance of
the Fund and its predecessor over time to that of:

- the S&P 500(R) Index, a widely-recognized, unmanaged index of U.S.
common stocks;

- the Lipper Growth Fund Index, an unmanaged index comprised of the
largest 30 funds in the Lipper Growth Fund category; and

- the Wilshire 4500 Index, an unmanaged index of all U.S.
equity securities with readily available price data not included
in the S&P 500(R).

Unlike the returns of the Fund and its predecessor, the total returns of the
S&P 500(R) Index and the Wilshire 4500 Index do not include the effects of any
brokerage commissions, transaction fees or other costs of investing (these costs
are reflected in the Lipper Growth Fund Index). The chart and table assume that
all dividends and distributions are reinvested.

The Fund began operations on June 23, 1994. Results for the period prior to that
date reflect the performance of HCM Partners, L.P., a limited partnership that
was managed by Haven from 1984 to 1994. The Partnership was not registered under
the Investment Company Act of 1940 and therefore was not subject to certain
investment restrictions that are imposed by that Act. If the Partnership had
been registered, its performance might have been adversely affected. In
addition, the expenses borne by the Fund are higher than those borne by the
Partnership. Thus the performance of the Partnership would have been lower had
it borne the same level of expenses as the Fund bears. See "More About the Fund
- - The Exchange."

TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT NECESSARILY AN INDICATION OF
FUTURE PERFORMANCE.

- --------------------------------------------------------------------------------

YEAR-BY-YEAR TOTAL RETURN
OF THE FUND AND PARTNERSHIP
(AS OF DECEMBER 31, 1998) <Bar chart showing year-by-year total return>

20.88% (2.38)% 31.01% 13.14% 12.71% (0.62)% 26.78% 27.36% 18.87% 4.85%
- -------------------------------------------------------------------------------
89 90 91 92 93 94 95 96 97 98

BEST QUARTER: 3/31/98, up 22.79% WORST QUARTER: 9/30/98, down 16.44%

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

AVERAGE ANNUAL TOTAL RETURN
OF THE FUND AND PARTNERSHIP
(AS OF DECEMBER 31, 1998) 1 YEAR 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------

Fund 4.85% 14.86% 14.70%
S&P 500(R) Index 28.58% 24.03% 19.17%
Lipper Growth Fund Index 25.69% 19.82% 17.21%
Wilshire 4500 Index 8.62% 15.76% 15.14%

- -------------------------------------------------------------------------------

EXPENSES

This section describes the fees and expenses that you may bear indirectly if you
buy and hold shares of the Fund. These may include:

- - SHAREHOLDER FEES. The Fund is "no-load," which means that you don't pay
any fees to buy or sell shares. As a result, all of the money you invest in
the Fund goes to work immediately for you.

- - ANNUAL OPERATING EXPENSES. These cover the costs of operating the Fund and
include:

- INVESTMENT ADVISORY FEES, which are paid to the investment adviser for
managing the Fund;
- DISTRIBUTION (12B-1) FEES AND EXPENSES, which are used to support the
Fund's marketing and distribution efforts; and

- OTHER EXPENSES, which are paid by the Fund for miscellaneous items
such as accounting, transfer agency, custody, administration,
professional and registration fees.

Annual operating expenses are deducted from the Fund's total assets, before
the daily share price is calculated and before dividends and other
distributions are paid to shareholders. As a result, annual operating
expenses are reflected in the Fund's share price and are not charged
directly to shareholder accounts.

The Fund has adopted a distribution plan under Rule 12b-1 that allows it to
pay fees for the sale of Fund shares. Because these fees are paid on an
ongoing basis, account holders may pay more over the long term than if they
had paid a sales charge when buying shares initially.

The table below is designed to help you better understand the various costs and
expenses you will bear indirectly as an investor in the Fund. Because some
expenses are based on the value of the Fund's assets, which fluctuate daily, you
should only use these figures as hypothetical examples. Actual expenses may be
higher or lower.

ANNUAL FUND OPERATING EXPENSES

Shareholder fees None
-------------------------------------------------------
Investment advisory fees 0.60%
Distribution (12b-1) fees and expenses 0.18%
Other expenses 0.48%
Total 1.26%

EXAMPLE

This example shows what you could pay in expenses over time. It is intended to
help you compare the costs of investing in the Fund with the cost of investing
in other mutual funds.

The example uses the same hypothetical conditions that all mutual funds are
required to use in their prospectuses: $10,000 initial investment, 5% total
return each year and no changes in expenses. The figures shown would be the
same whether you sold your shares at the end of the period or kept them. Because
actual returns and expenses will be different, the example should be used for
comparison purposes only.

- --------------------------------------
1 year 3 years 5 years 10 years
- --------------------------------------
$128 $400 $692 $1,523
- --------------------------------------

FINANCIAL HIGHLIGHTS

The following table describes the Fund's financial history and is based on a
single share outstanding for the fiscal year periods indicated. The total
returns in the table show how an investment in the Fund would have performed
over each year, assuming all dividends and distributions were reinvested. The
figures in this table have been audited by PricewaterhouseCoopers LLP, the
Fund's independent public accountants. Their report, along with full financial
statements, appears in the Fund's most recent Annual Report (see back cover).

PERIOD ENDED OCTOBER 31, 1998 1997 1996 1995 1994<F1>
- -------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>

NET ASSET VALUE, BEGINNING OF PERIOD $15.83 $14.04 $11.67 $10.65 $10.00
- -------------------------------------------------------------------------------------------------------------------------
INCREASE FROM INVESTMENT OPERATIONS:
Net investment income 0.08 0.06 0.08 0.12 0.04
Net realized and unrealized gains (losses)
on investments and foreign
currency transactions (0.02) 3.13 3.07 1.28 0.61
- -------------------------------------------------------------------------------------------------------------------------
Total from investment operations 0.06 3.19 3.15 1.40 0.65

LESS DISTRIBUTIONS:
Dividends paid to shareholders:
From net investment income (0.08) (0.05) (0.08) (0.15) -----
From net realized gains (1.52) (1.35) (0.70) (0.23) -----
- -------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders (1.60) (1.40) (0.78) (0.38) -----

NET ASSET VALUE, END OF PERIOD $14.29 $15.83 $14.04 $11.67 $10.65
=========================================================================================================================

TOTAL RETURN 0.29% 24.90% 28.25% 13.65% 6.50%<F4>

SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period (in 000's) $77,690 $84,769 $67,096 $55,579 $45,332
Ratios of expenses to average net assets 1.26% 1.33% 1.59% 1.53%<F2> 1.20%<F2><F3>

Ratios of net investment income to
average net assets 0.50% 0.78% 0.58% 1.14%<F2> 1.10%<F2><F3>
Portfolio turnover rate 59% 57% 67% 77% 27%
- -------------------------------------------------------------------------------------------------------------------------

</TABLE>

<F1> The Haven Fund commenced operations on June 23, 1994.
<F2> Without fee waivers, the ratio of expenses to average daily net assets
would have been 1.59% and 1.43% (annualized), and the ratio of net
investment income to average daily net assets would have been 1.08% and
0.87% (annualized), for the year ended October 31, 1995 and the period
ended October 31, 1994, respectively.
<F3> Annualized.
<F4> Total return for the periods less than one year are not annualized.

MANAGEMENT OF THE FUND

The Fund is managed by Haven Capital Management, Inc. which chooses the Fund's
investments and handles its business affairs. Located at 655 Third Avenue, New
York, New York 10017, Haven is an independent investment organization that
provides investment services to a variety of institutional and individual
investors. Founded in 1982, Haven manages approximately $850 million in
assets for its clients (as of December 31, 1998). From 1984 to 1994, Haven
managed the investments of HCM Partners, L.P., the predecessor of the Fund. For
the 12 months ended October 31, 1998, the management fees paid to Haven were
0.60% of average net assets.

Colin C. Ferenbach, managing director of Haven, has served as the Fund's
portfolio manager since its inception. He has more than 30 years of experience
as a portfolio manager and managed the portfolio of HCM Partners, L.P. since
its inception in 1984. Denis M. Turko, managing director of Haven, has served
as the Fund's deputy portfolio manager since its inception. He has been
employed as a portfolio manager at Haven and elsewhere since 1972.

YOUR INVESTMENT

HOW TO PURCHASE SHARES

- --------------------------------------------------------------------------------------------------------------------------------
TO OPEN AN ACCOUNT
TO ADD TO AN ACCOUNT
<C> <C>

BY MAIL <icon> - Read the prospectus carefully - Make check payable to "The Haven Fund"
The Haven Fund - Complete and sign the application - Include written instructions indicating:
P.O. Box 8903 - Make your check or money - Account holder's name
Wilmington, DE 19899-8903 order payable to "The Haven Fund" - Account number
- Minimum initial investment is - Minimum subsequent investment is $100
$2,500 ($2,000 for IRAs)
FOR OVERNIGHT DELIVERY:
The Haven Fund
400 Bellevue Parkway
Suite 108
Wilmington, DE 19809-3710
- --------------------------------------------------------------------------------------------------------------------------------
BY WIRE <icon> - Call the wire desk at PFPC (1-800-850-7163)
so that they can expect to receive
your federal funds
- Have your bank wire federal funds to PNC Bank,
Philadelphia PA with these instructions:
- ABA # 031000053
- Purchase Concentration Account # 855-1033-470
- Your name
- Your account number
- --------------------------------------------------------------------------------------------------------------------------------

AUTOMATICALLY <icon>
- Read the prospectus carefully - Call 1-800-844-4836 to request a form to
- Complete and sign the application, add the Automatic Investment Plan service

including the Automatic Investment - Complete and return the form along with any
Plan section other required materials
- Make your check or money order - Minimum subsequent investment is $100
payable to "The Haven Fund"
- The minimum initial investment is $1,000

- --------------------------------------------------------------------------------------------------------------------------------

</TABLE>

HOW TO REDEEM SHARES

- --------------------------------------------------------------------------------

BY MAIL <icon> - Write a letter of instruction that includes:
The Haven Fund - The name and signatures of all account holders.
P.O. Box 8903 All account holders need to sign the request
Wilmington, DE 19899-8903 exactly as their names appear on the account

FOR OVERNIGHT DELIVERY: - The dollar amount or shares to be redeemed
The Haven Fund - Your redemption proceeds will be sent to the
400 Bellevue Parkway address or bank of record on your account
Suite 108 - Signatures must be guaranteed if:
Wilmington, DE 19809-3710 - Your redemption request is greater
than $25,000;
- The proceeds are to be paid to someone other
than the account holder;
- The proceeds are to be sent to an address
other than the record address; or
- The account holder is a corporation,
partnership, trust or fiduciary.
- See "About Your Account" for more information
about signature guarantee requirements

BY TELEPHONE <icon> - To redeem shares by phone, you must first
Call 1-800-850-7163 select the Telephone Redemption Privilege on
your Purchase Application
- To add this feature, call 1-800-850-7163 for an
account option form
- You will be asked to provide:
- Your name
- Account number
- Dollar amount or number of shares
to be redeemed
- The minimum amount that may be redeemed by
telephone is $500
- Proceeds will be sent to you at the address or
bank of record on your account

BY WIRE <icon> - To redeem shares by wire, you must first
Call 1-800-850-7163 authorize the Wire Redemption Privilege on your
Purchase Application
- To add this feature, call 1-800-850-7163 for an
account option form
- You will be asked to provide:
- Your name
- Account number
- Dollar amount or number of shares to be
redeemed
- The minimum amount that may be redeemed by wire
is $10,000
- Proceeds will be sent to you at the bank
account of record on your account

- --------------------------------------------------------------------------------

ABOUT YOUR ACCOUNT

HOW SHARES ARE PRICED

The Haven Fund is no-load, which means you can buy or sell shares at net asset
value without any sales charge.

The Fund is open for business every day the New York Stock Exchange is open.
It calculates its net asset value at the close of trading on that Exchange
(generally 4:00 p.m. Eastern Time). The Fund's share price is determined by
dividing its net assets (the value of the Fund's investments, cash and other
assets minus its liabilities) by the total number of shares outstanding.

The Fund's investments are valued based on market quotations. When market
quotations are not readily available, investments will be based on fair value as
determined in good faith according to methods approved by the Fund's Trustees.

Foreign markets may be open on days when the New York Stock Exchange is closed.
As a result, the value of foreign securities owned by the Fund could change on
days when you cannot buy or sell Fund shares. The Fund's share price, however,
will not change until the next time it is calculated.

TIMING OF PURCHASE AND SALE ORDERS

When you purchase or sell shares, your order will be executed and the shares
will be priced according to when your order is received in "good order":

- If your order is received before 4:00 p.m. Eastern Time (on a day when
the New York Stock Exchange is open), it will be executed the same
day, at that day's closing share price.
- If your order is received after 4:00 p.m. Eastern Time (on a day when
the New York Stock Exchange is open), it will be executed the
following day, at that day's closing share price.

We consider requests to be in "good order" when all required documents are
properly completed, signed and received. Generally, a properly signed written
request with any required signature guarantee is all that is required for
redemption. In some cases, however, other documents may be necessary. Additional
documentary evidence of authority is required by PFPC Inc. (PFPC) in the event a
redemption is requested by a corporation, partnership, trust, fiduciary,
executor or administrator.

You may purchase Fund shares with a check drawn on either a U.S. or foreign bank
payable in U.S. dollars. You may not purchase shares with a check issued by a
third party and endorsed over to the Fund.

All redemption proceeds will be sent by check or wire transfer within seven days
after acceptance by PFPC of the request and any other necessary documents in
"good order." If you are redeeming shares that were recently purchased by
check, the Fund may delay the payment of your redemption proceeds until your
check or electronic transaction has cleared. This may delay your payment of
redemption proceeds for as many as 15 days from the purchase date.

SHARE CERTIFICATES

In the interest of economy and convenience, the Fund does not issue share
certificates. Instead, you will receive confirmation of purchase and redemption
orders from the Fund's transfer agent. Shares and any dividends and distri-
butions paid by the Fund are also reflected in your account statements.

SIGNATURE GUARANTEES

The purpose of a signature guarantee is to protect you and the Fund from fraud
by verifying your signature. As a result, you may be required to have your
signature guaranteed in certain situations, including when:

- The proceeds of the redemption are greater than $25,000;
- The proceeds are to be paid to someone other than account owner;
- The proceeds are to be sent to an address other than the record
address for the account;
- The account holder is a corporation, partnership, trust or fiduciary;
or
- The account holder wishes to change the name of the single designated
bank account to receive wire redemption proceeds.

You can obtain a signature guarantee from most banks, savings institutions and
broker-dealers. These guarantors must be participants in a medallion program
recognized by the Securities Transfer Association. Signature guarantees that
are not a part of these programs will not be accepted.

TELEPHONE AND WIRE TRANSACTIONS

During times of unusual market activity, you may have trouble placing a request
by telephone. In this event, consider sending your order by overnight delivery.

The Fund is not responsible for the efficiency of the federal wire system or
your firm or bank. The Fund does not currently charge for wire transfers. You
are responsible for any charges imposed by your bank. To change the name of the
single designated bank account to receive wire redemption proceeds, you must
send a written request (with a guaranteed signature) to the Fund at the address
listed above under "How to Redeem Shares - By Mail."

The Fund reserves the right to refuse a telephone redemption if it believes it
advisable to do so. The Fund's transfer agent, PFPC will take reasonable steps
to confirm that instructions communicated by telephone are genuine. However,
neither the Fund nor PFPC will be liable for following instructions communicated
by telephone that PFPC reasonably believes are genuine.

SMALL ACCOUNT BALANCES

Maintaining small accounts is costly to the Fund and its shareholders. If your
account balance falls below $1,000 due to a redemption, the Fund may ask you to
increase your balance. If it is still below $1,000 after 30 days, the Fund may
close your account and send you the proceeds.

OTHER POLICIES

Under certain circumstances, the Fund reserves the right to:

- Reject any order to purchase Fund shares;
- Change its investment minimums or other requirements for buying and
selling (including minimum amounts for check or wire redemptions) or
waive any minimums or requirements for certain investors;
- Satisfy an order to sell Fund shares with securities rather than cash,
for certain very large orders;
- Terminate telephone and wire redemption privileges; and
- Suspend redemptions or postpone payments when trading on the New York
Stock Exchange is restricted or as otherwise permitted by the SEC.

SHAREHOLDER SERVICES

INDIVIDUAL RETIREMENT ACCOUNTS. The Fund offers Individual Retirement Plans,
including Traditional IRAs and Roth IRAs. Any adult may contribute a total of
$2,000 (or 100% of compensation, whichever is less) to a Traditional IRA and/or
a Roth IRA each tax year.

- TRADITIONAL IRA. Any adult under age 70 1/2 who has earned income,
even if they are active participants in a qualified retirement plan
(or certain similar retirement plans), may contribute to an IRA.
Contributions may be tax deductible, depending on your income and
eligibility to participate in an employer-sponsored retirement plan.

- ROTH IRA. Any adult who has earned income below certain income limits
may also contribute to a Roth IRA. Contributions to a Roth IRA are not
tax-deductible, but distributions, including earnings, may be
withdrawn tax-free after five years for qualified events, such as
retirement.

There is currently no charge for establishing a retirement account, although
there is an annual maintenance fee. For further information or to obtain an
application, please call 1-800-844-4836.

AUTOMATIC INVESTMENT PLAN. The Haven Fund's Automatic Investment Plan allows you
to automatically purchase shares on a regular, convenient basis from your bank
or other investment account. You determine the frequency and amount of your
investments, subject to a $100 minimum per transaction. The plan may be
established with any financial institution that is a member of the Automated
Clearing House.

You can set up an Automatic Investment Plan by completing the appropriate
section on the Purchase Application when opening your account or by calling
1-800-844-4836. There is a $1,000 minimum initial investment.

No service fee is currently charged by the Fund for participation in the
Automatic Investment Plan. A $20 fee will be imposed by the transfer agent if
sufficient funds are not available in your account at the time of the automatic
transaction. If you discontinue participation in the plan, the Fund reserves the
right to redeem your account involuntarily, upon sixty days' written notice, if
your account's net asset value is $2,000 or less.

DISTRIBUTIONS AND TAXES

The Fund distributes to shareholders:

- Net investment income, if any, semi-annually; and
- Net realized capital gains, if any, annually.

All distributions are reinvested in the Fund unless you instruct the Fund in
writing that you would like to receive them in cash. There are no fees or sales
charges on reinvestments. When you redeem Fund shares, you will realize a
taxable gain or loss depending upon the amount you realize and your tax basis in
the shares.

Fund dividends and other distributions are taxable to most investors (unless
your investment is in an IRA or other tax-advantaged account) whether they are
received in cash or reinvested in the Fund. In general:

- Dividends and short-term capital gains received from the Fund are
taxable as ordinary income; and
- Distributions of long-term capital gains are taxable as capital gains,
regardless of how long you have owned your shares.

Each year, the Fund will send you detailed information about the amount of
ordinary income and capital gains distributed to your account for the previous
year. In most cases, distributions you receive in January are taxable as if they
had been paid in the previous year. Because everyone's tax situation is
different, you should consult with your tax adviser about federal, state and
local tax consequences.

BUYING SHARES BEFORE A DISTRIBUTION. All income and capital gains earned by the
Fund are reflected in its share price until the Fund makes a distribution. At
the time of a distribution, the share price is reduced by the amount distributed
per share. If you purchase shares when the Fund has realized but not yet
distributed income or capital gains, you will pay the full price for the shares.
However, you will have a portion of your investment returned to you in the form
of a taxable distribution. Unless you are investing through an IRA or other tax-
advantaged account, you may want to consider waiting to invest until after the
distribution has been made to avoid "buying" a taxable distribution.

MORE ABOUT THE FUND

THE EXCHANGE

On June 23, 1994, the Fund acquired the portfolio securities, cash and cash
equivalents of HCM Partners, L.P. (the "Partnership"), a limited partnership for
which Haven acted as investment adviser, in exchange for shares of the Fund.
These securities had a market value on June 22, 1994 of approximately $41.1
million. At the completion of the exchange, the Fund began operations.

The following is a summary of key financial information relating to the
Partnership and the Fund. The information for the period June 23, 1994 to
October 31, 1998 for the Fund and the period January 1, 1990 to June 22, 1994
for the Partnership has been audited by PricewaterhouseCoopers LLP, independent
public accountants. The financial statements for the year ended October 31,
1998 for the Fund can be found in the Fund's Annual Report to Shareholders (see
back cover for information on how to request a copy).

The following table includes information about the Partnership's operations for
periods prior to the formation of the Fund. Although the Fund is managed by the
same individuals who managed the Partnership and in a manner that is in all
material respects equivalent to the management of the Partnership, the following
table should not be viewed as an indication of future performance by the Fund.

The Partnership was not registered under the Investment Company Act of 1940. As
a result, it was not subject to certain investment restrictions that are imposed
by the Investment Company Act. If the Partnership had been subject to those
restrictions, its performance might have been adversely affected. In addition,
the expenses borne by the Fund (described above under the heading "Key Facts-
Expenses") are higher than those borne by the Partnership. Thus, the performance
of the Partnership would have been lower had it borne the same level of expenses
as the Fund bears.

For A Fund Share Outstanding Throughout the Period<F6>
- ------------------------------------------------------

Nov. 1, Nov. 1, Nov. 1, Nov. 1, June 23, Jan. 1, FOR THE YEAR
1997 to 1996 to 1995 to 1994 to 1994 to 1994 to ENDED DECEMBER 31,
Oct. 31, Oct. 31, Oct. 31, Oct. 31, Oct. 31, June 22, ---------------------
1998<F1> 1997<F1> 1996<F1> 1995<F1> 1994<F1> 1994<F2> 1993<F2> 1992<F2>

<C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE AT
BEGINNING OF PERIOD $15.83 $14.04 $11.67 $10.65 $10.00 $10.29 $9.13 $8.06
-------- -------- -------- -------- -------- -------- -------- --------

Income from
Investment Operations:

Net Investment Income 0.08 0.06 0.08 0.12 0.04 0.06 0.16 0.16

Net Realized and Unrealized Gains
and (Losses) on Investments (0.02) 3.13 3.07 1.28 0.61 (0.35) 1.00 0.91
-------- -------- -------- -------- -------- -------- -------- --------

Total from Investment Operations 0.06 3.19 3.15 1.40 0.65 (0.29) 1.16 1.07
-------- -------- -------- -------- -------- -------- -------- --------

Less Distributions (1.60) (1.40) (0.78) (0.38) -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------

NET ASSET VALUE AT END OF PERIOD $14.29 $15.83 $14.04 $11.67 $10.65 $10.00 $10.29 $9.13
======== ======== ======== ======== ======== ======== ======== ========

- ----------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN 0.3% 24.9% 28.3% 13.7% 6.5%<F7> (2.8)%<F7> 12.7% 13.3%

SUPPLEMENTAL DATA AND RATIOS

Net Assets at End of
Period (in 000s) $77,690 $84,769 $67,096 $55,579 $45,332 $41,141 $44,104 $38,243

Ratio of Expenses to
Average Net Assets 1.26% 1.33% 1.59% 1.53%<F4> 1.20%<F4><F5> 1.19%<F6> 0.67% 0.71%

Ratio of Net Investment Income to
Average Net Assets 0.50% 0.78% 0.58% 1.14%<F4> 1.10%<F4><F5> 1.17%<F5> 1.64% 1.90%

Portfolio Turnover Rate 59% 57% 67% 77% 27% 78% 72% 60%

</TABLE>

<F1> Represents the results of operations of The Haven Fund.
<F2> Represents the results of operations of HCM Partners, L.P.
<F3> Unaudited.
<F4> Without fee waivers, the ratio of expenses to average net assets would have
been 1.59% and 1.43% (annualized) for the periods ended October 31, 1995
and 1994, respectively, and the ratio of net investment income to
average net assets would have been 1.08% and 0.87% (annualized) for the
periods ended October 31, 1995 and 1994, respectively.

<F5> Annualized
<F6> Per share amounts for the results of operations of HCM Partners, L.P. have
been calculated using the average number of interests outstanding during
each period.
<F7> Total returns for the periods less than one year are not annualized.

For A Fund Share Outstanding Throughout the Period<F6>
- ------------------------------------------------------

FOR THE YEAR June 27,
ENDED DECEMBER 31, 1984 to
---------------------------------------------------------------------------------- Dec. 31,
1991<F2> 1990<F2>1989<F2><F3> 1988<F2><F3> 1987<F2><F3> 1986<F2><F3>1985<F2><F3> 1984<F2><F3>

NET ASSET VALUE AT
BEGINNING OF PERIOD $6.16 $6.31 $5.22 $4.49 $4.61 $4.20 $3.07 $2.83
-------- -------- -------- -------- -------- -------- -------- --------

Income from
Investment Operations:

Net Investment Income 0.19 0.21 0.20 0.16 0.13 0.12 0.10 0.08

Net Realized and Unrealized Gains
and (Losses) on Investments 1.71 (0.36) 0.89 0.57 (0.25) 0.29 1.03 0.16
-------- -------- -------- -------- -------- -------- -------- --------

Total from Investment Operations 1.90 (0.15) 1.09 0.73 (0.12) 0.41 1.13 0.24
-------- -------- -------- -------- -------- -------- -------- --------

Less Distributions -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------

NET ASSET VALUE AT END OF PERIOD $8.06 $6.16 $6.31 $5.22 $4.49 $4.61 $4.20 $3.07
======== ======== ======== ======== ======== ======== ======== ========
- -----------------------------------------------------------------------------------------------------------------------------------

TOTAL RETURN 30.8% (2.4)% 20.9% 16.3% (2.6)% 9.8% 36.8% 8.5%<F7>

SUPPLEMENTAL DATA AND RATIOS

Net Assets at
End of Period (in 000s) $34,024 $24,282 $27,426 $22,683 $19,317 $16,029 $11,076 $3,060

Ratio of Expenses to
Average Net Assets 0.72% 0.67% 0.75% 0.74% 0.77% 0.78% 0.92% 1.03%<F5>

Ratio of Net Investment Income to
Average Net Assets 2.57% 3.32% 3.37% 3.18% 2.56% 2.48% 2.64% 4.98%<F5>

Portfolio Turnover Rate 68% 67% 48% 38% 61% 48% 34% 1%

</TABLE>

ABOUT THE YEAR 2000

The Fund could be adversely affected if the computer systems used by Haven, the
Fund's other service providers and companies in which the Fund invests do not
properly process and calculate date-related information starting on January 1,
2000. Failure to successfully address the Year 2000 issue could result in
interruption of, and other material adverse effects on, the Fund's operations.
Haven and PFPC have commenced a review of the Year 2000 issue as it may affect
the Fund and are taking steps they believe are reasonably designed to address
the issue, as it applies to Haven, PFPC and the Fund's other service providers,
however there can be no assurance that these steps will be sufficient.
Moreover, there can be no assurance that the Year 2000 issue will not have an
adverse effect on companies whose securities are held by the Fund, thereby
adversely affecting the Fund.

[BACK PAGE]

FOR MORE INFORMATION

You can find additional information about the Fund in the following documents:

- - ACCOUNT STATEMENTS. You will receive a quarterly statement of your account
as well as an account statement after any transaction that affects your
share balance or share registration.

- - ANNUAL/SEMI-ANNUAL REPORT TO SHAREHOLDERS. These reports detail the Fund's
actual investments (as of the report date) and performance information. They
also include a discussion by Haven of the market conditions and investment
strategies that significantly affected the Fund's performance during the
period covered by the report.

- - STATEMENT OF ADDITIONAL INFORMATION (SAI). The SAI contains more detailed
information on all aspects of the Fund. A current SAI has been filed with
the Securities and Exchange Commission (SEC) and is incorporated by
reference into this prospectus (that is, it is legally considered to be part
of this prospectus).

To request a free copy of the current annual/semi-annual report or the SAI or
for Fund information, please call 1-800-844-4836 or send your request in writing
to the Fund's distributor: Sunstone Distribution Services, LLC, 207 E. Buffalo
Street, Suite 400, Milwaukee, WI 53202.

You may also obtain information about the Fund (including the SAI) directly from
the SEC by visiting its Public Reference Room in Washington, DC (1-800-
SEC-0330), by sending your request along with a duplicating fee to the SEC's
Public Reference Section, Washington, DC 20549-6009 or by visiting the SEC's
Internet website (www.sec.gov).

For information about your Haven Fund account, including account balances, call
1-800-850-7163.

The Haven Fund
P.O. Box 8903
Wilmington, DE 19899-8903

1940 Act File No.: 811-8428

STATEMENT OF ADDITIONAL INFORMATION
February 22, 1999

--------------------------

THE HAVEN CAPITAL MANAGEMENT TRUST

--------------------------

This Statement of Additional Information is meant to be read in
conjunction with the Prospectus of The Haven Fund (the "Fund") dated February
22, 1999 and is incorporated by reference in its entirety into that Prospectus.
The Fund is the initial series of The Haven Capital Management Trust (the
"Trust").

Because this Statement of Additional Information is not itself a prospec-
tus, no investment in shares of beneficial interest of the Fund ("Shares")
should be made solely upon the information contained herein. Copies of the
Fund's Prospectus and information regarding the Fund's current performance may
be obtained by calling Sunstone Distribution Services, LLC ("Sunstone"), the
Fund's distributor, at (800) 844-4836. Information regarding the status of
shareholder accounts may be obtained by calling PFPC Inc. ("PFPC"), the Fund's
transfer agent, at (800) 850-7163 or by writing to PFPC Inc., P.O. 8903, Wil-
mington, Delaware 19899.

The financial statements for the fiscal year ended October 31, 1998 and
the report of PricewaterhouseCoopers LLP on such annual financial statements
contained in the Fund's Annual Report to Shareholders for the year ended October
31, 1998 (the "Annual Report") are incorporated herein by reference to such
financial statements and report in reliance upon the authority of
PricewaterhouseCoopers LLP as experts in auditing and accounting. Additional
copies of the Fund's Annual Report may be obtained at no charge by telephoning
Sunstone at (800) 844-4836.

CONTENTS PAGE
Fund History..............................................................2
The Fund and Its Investments and Risks....................................3
Management of the Fund...................................................22
Control Persons and Principal Holders of Securities......................25
Investment Advisory and Other Services...................................25
Brokerage Allocation and Other Practices.................................30
Shares of Beneficial Interest............................................32
Additional Purchase and Redemption Information...........................33
Additional Information Concerning Taxes..................................34
Calculation of Performance Data..........................................38
Appendix.................................................................41

FUND HISTORY

The Fund is the initial series of the Trust, which was formed on
March 17, 1994 as a Delaware business trust. Haven Capital Management, Inc.
("Haven") serves as the Fund's investment adviser.

On June 23, 1994, pursuant to an Agreement and Plan of Exchange among the
Fund, Haven and HCM Partners, L.P., a limited partnership for which Haven acted
as investment adviser and three of the Fund's Trustees acted as general partners
(the "Predecessor Partnership"), the Fund acquired portfolio securities, cash
and cash equivalents having a market value on June 22, 1994 of approximately
$41,141,033 owned by the Predecessor Partnership in exchange for Shares of the
Fund. The Fund commenced a continuous offering of its Shares after the
exchange.

The exchange benefits investors who acquire Shares in the continuous
offering after the exchange to the extent that the pro rata portion of expenses
borne by each investor decreases and certain economies are realized by spreading
costs over a larger asset base. The exchange generally has, however, adverse
tax consequences to those same investors insofar as the Fund holds securities
acquired from the Predecessor Partnership that have appreciated in value from
the date they were acquired by the Predecessor Partnership; the same potential
for adverse tax consequences is present, however, whenever an investor purchases
shares in any regulated investment company owning appreciated assets. When the
Fund sells appreciated securities, the amount of any net gain will be taxable to
shareholders, including new shareholders as well as former partners of the
Predecessor Partnership. The effect of this will be to tax new shareholders on
a distribution that economically represents a return of the purchase price of
their Shares rather than on an increase in the value of their investment, to the
extent the gain represented appreciation in the securities at the time the
Shares of the Fund were purchased. See "Additional Information Concerning
Taxes" with respect to the foregoing and regarding a private letter ruling
obtained from the Internal Revenue Service with respect to the exchange.

THE FUND AND ITS INVESTMENTS AND RISKS

CLASSIFICATION

The Fund is an open-end, diversified management investment company.

INVESTMENT STRATEGIES AND RISKS

The Fund generally invests in domestic securities listed on a securities
exchange or traded through The Nasdaq Stock Market ("Nasdaq") and in those
foreign securities traded on principal trading markets for such securities. The
principal investment strategies of the Fund, and the principal risks of those
strategies, are described in the Prospectus. Additional investment strategies
and risks are described below.

FOREIGN TRANSACTIONS

FOREIGN SECURITIES. The Fund may invest up to 35% of its total assets,
calculated at the time of purchase, in foreign securities, including American
Depository Receipts ("ADRs"). ADRs are receipts issued by a U.S. bank or trust
company which evidence ownership of underlying securities of foreign
corporations. ADRs are traded on domestic exchanges or in the U.S. over-the-
counter market and, generally, are in registered form. To the extent the Fund
acquires unsponsored ADRs through banks which do not have a contractual
relationship with the foreign issuer of the security underlying the ADR to issue
and service such ADRs, there may be an increased possibility that the Fund would
not become aware of certain material information or be able to respond to
corporate actions such as stock splits or rights offerings involving the foreign
issuer in a timely manner. In addition, the lack of information may result in
inefficiencies in the valuation of such instruments.

Investments in foreign securities may offer potential benefits not avail-
able from investments solely in securities of domestic issuers. Such benefits
may include the opportunity to invest in foreign issuers that appear, in the
opinion of Haven, to offer better opportunity for long-term growth of capital
than investments in domestic securities, the opportunity to invest in foreign
countries with economic policies or business cycles different from those of the
United States and the opportunity to reduce fluctuations in portfolio value by
taking advantage of foreign stock markets that do not necessarily move in a
manner parallel to U.S. markets.

Investing in securities of foreign companies involves certain consider-
ations that are not typically associated with investing in securities of
domestic companies. Such investments may be affected by fluctuations in
currency exchange rates, revaluation of currencies, future adverse political and
economic developments and the possible imposition of currency exchange blockages
or other foreign governmental laws or restrictions. The yield of the Fund may be
adversely affected by fluctuations in value of one or more currencies relative
to the U.S. dollar. To the extent the Fund invests in securities denominated or
quoted in currencies other than the U.S. dollar, changes in foreign currency
exchange rates will affect the value of portfolio securities and the
appreciation or depreciation of investments, as well as the Fund's net asset
value, which also will be affected irrespective of the performance of the
underlying investments. Foreign securities may be subject to foreign government
taxes that would reduce the net yield on such securities. Investment in foreign
securities may also result in higher expenses due to the cost of converting
foreign currency into U.S. dollars; the payment of fixed brokerage commissions
on foreign exchanges, which generally are higher than commissions on U.S.
exchanges; and the expense of maintaining securities with foreign custodians.

In addition, there may be less publicly available information about a
foreign company than about a domestic company. Foreign companies are not

generally subject to uniform accounting, auditing and financial reporting
standards comparable to those applicable to domestic companies. Some foreign
stock markets may have substantially less volume than the New York Stock
Exchange and securities of some foreign companies may be less liquid than
securities of comparable domestic companies. There is generally less government
regulation of stock exchanges, brokers, and listed and unlisted companies in
foreign countries than in the United States. The Fund's investments in foreign
government securities are subject to special risks which may include the
inability or unwillingness of a foreign government to repay principal and
interest, currency fluctuations and other similar risks of investing in foreign
securities generally.

The Fund generally invests in foreign securities traded on the principal
trading markets for such securities. In most cases, the markets will be foreign
stock exchanges, although they may also be over-the-counter markets. The Fund
anticipates that the principal trading markets for the foreign securities in
which it will invest will be relatively liquid compared to the stock exchanges
or over-the-counter markets in the United States.

The Fund may invest up to 5% of its assets in countries with emerging
economies or securities markets, including certain countries in Asia and Latin
America. Political and economic structures in many of such countries may be
undergoing significant evolution and rapid development, and such countries may
lack the social, political and economic stability characteristic of more
developed countries. Certain of such countries have in the past failed to
recognize private property rights, have at times nationalized or expropriated
the assets of private companies and have at times imposed confiscatory taxation
and/or limitations on the use or removal of funds or other assets of
international investors. As a result, the risks described above, including the
risks of nationalization or expropriation of assets, may be heightened. In
addition, unanticipated political or social developments may affect the values
of the Fund's investments in those countries and the availability to the Fund of
additional investments in those countries. The small size and inexperience of
the securities markets in certain of such countries and the limited volume of
trading in securities in those countries may make the Fund's investments in such
countries illiquid and more volatile than investments in more developed
countries, and the Fund may be required to establish special custodial or other
arrangements before making certain investments in those countries. There may be
little financial or accounting information available with respect to issuers
located in certain of such countries, and it may be difficult as a result to
assess the value or prospects of an investment in such issuers.

FOREIGN CURRENCY TRANSACTIONS. The Fund may, to the extent it invests in
foreign securities, enter into forward foreign currency exchange contracts in
order to protect against adverse changes in future foreign currency exchange
rates. Because investment in foreign issuers will usually involve currencies of
foreign countries, the value of the assets of the Fund as measured in U.S.
dollars will be affected by changes in foreign currency exchange rates. The
Fund may incur costs in connection with conversions between various currencies.

The Fund may enter, solely for hedging purposes, into contracts to
purchase foreign currencies to protect against an anticipated rise in the U.S.
dollar price of securities it intends to purchase. The Fund may enter into
contracts to sell foreign currencies to protect against the decline in value of
its foreign currency denominated portfolio securities, or a decline in the value
of anticipated dividends from such securities, due to a decline in the value of
foreign currencies against the U.S. dollar. The Fund will not engage in cross-
hedging transactions. Contracts to sell foreign currency could limit any
potential gain which might be realized by the Fund if the value of the hedged
currency increased.

Currency exchange rates may fluctuate significantly over short periods of
time. They generally are determined by the forces of supply and demand in the
foreign exchange markets and the relative merits of investments in different
countries, actual or anticipated changes in interest rates and other complex
factors, as seen from an international perspective. Currency exchange rates
also can be affected unpredictably by intervention by U.S. or foreign
governments or central banks or the failure to intervene or by currency controls
or political developments in the U.S. or abroad. Markets for trading foreign
currency forward contracts offer less protection against defaults than is
available when trading in currency instruments on an exchange. Since a forward
foreign currency exchange contract is not guaranteed by an exchange or
clearinghouse, a default on the contract would deprive the Fund of unrealized
profits or force the Fund to cover its commitments for purchase or resale, if
any, at the current market price.

If the Fund enters into a forward foreign currency exchange contract to
buy foreign currency, the Fund will be required to place cash or liquid high-
grade debt securities in a segregated account with the Fund's custodian in an
amount equal to the value of the assets committed to the consummation of the
forward contract. If the value of the securities placed in the segregated
account declines, additional cash or liquid high-grade debt securities will be
placed in the account so that the value of the account will equal the amount of
the Fund's commitment with respect to the contract. If the Fund sells a forward
foreign currency contract, it will be appropriately covered.

The Fund will enter into such forward contracts only with counterparties
that have received (or the guarantors of their obligations have received) a
credit rating of Prime-1 or A-1 by Moody's or S&P, respectively, or that have an
equivalent rating from a nationally recognized securities rating organization or
are determined to be of equivalent credit quality by Haven. Haven will monitor
the credit status of the counterparties or guarantors, as appropriate, on an on-
going basis. Forward foreign currency contracts are privately negotiated
transactions, and there is no formally established trading market for such
investments. Accordingly, there may be no market for such investments and they
may be illiquid. Under normal market conditions, however, offsetting contracts
may be readily entered into in the major internationally traded currencies.

FIXED INCOME SECURITIES

The prices of fixed income securities fluctuate in response to the gen-
eral level of interest rates as well as supply and demand for similarly rated
securities. Fluctuations in the prices of portfolio securities subsequent to
their acquisition by the Fund will not affect cash income from such securities
but will be reflected in the Fund's net asset value.

CORPORATE DEBT OBLIGATIONS. As described in the Prospectus, the Fund may
invest in a variety of fixed income securities issued by domestic and foreign
issuers, including corporate debt obligations which are rated AAA, AA or A by
Standard & Poor's Corporation ("Standard & Poor's") or Aaa, Aa or A by Moody's
Investors Service, Inc. ("Moody's") or, if unrated, determined by Haven to be of
comparable credit quality. The Fund can hold no more than 5% of its net assets
in corporate debt obligations downgraded to a rating below A. See Appendix A
for a description of these corporate bond ratings assigned by Standard & Poor's
and Moody's. The Fund will limit its investments in corporate debt obligations
and other non-equity investments to no more than 35% of the value of its total
assets.

ZERO COUPON BONDS. The Fund may invest up to 5% of its net assets in
zero coupon U.S. Treasuries and in zero coupon securities issued by financial
institutions, which represent a proportionate interest in underlying U.S.
Treasury securities. Such bonds do not entitle the holder to any periodic
payments of interest prior to maturity or provide for a specified cash payment
date when the bonds begin paying current interest. As a result, zero coupon
bonds are generally issued and traded at a significant discount from their face
value. The discount approximates the present value amount of interest the bonds
would have accrued and compounded over the period until maturity. The market
price of zero coupon bonds generally is more volatile than the market prices of
securities that provide for the periodic payment of interest and is likely to
fluctuate more in response to changes in interest rates than those of interest-
bearing securities having similar maturities and credit quality. Zero coupon
bonds carry the additional risk that, unlike securities that periodically pay
interest to maturity, the Fund will realize no cash until a specified future
payment date unless a portion of such securities is sold. In addition, the
Fund's investments in zero coupon bonds may require the Fund to sell certain of
its portfolio securities to generate sufficient cash to satisfy certain income
distribution requirements. The Fund will invest only in zero coupon U.S.
Treasury securities that are part of the STRIPS program.

GOVERNMENT SECURITIES. The Fund may invest in debt obligations of
varying maturities issued or guaranteed by the United States or foreign
governments or their agencies or sponsored instrumentalities. Direct
obligations of the U.S. Treasury include a variety of securities that differ in
their interest rates, maturities and dates of issuance. U.S. government
securities include obligations issued by the U.S. government or by any agency,
instrumentality or sponsored enterprise thereof supported by the full faith and
credit of the U.S. government, the authority of the issuer to borrow from the
U.S. Treasury, or the discretionary authority of the U.S. government to purchase
the obligations of the agency, instrumentality or enterprise; obligations fully
guaranteed as to principal and interest by an agency, instrumentality or
sponsored enterprise of the U.S. government; and obligations of U.S. government
agencies, instrumentalities or sponsored enterprises which are not guaranteed.
Such securities may be issued or guaranteed by the Federal Housing Ad-
ministration, Farmers Home Loan Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage Association
("GNMA"), General Services Administration, Central Bank for Cooperatives,
Federal Farm Credit Banks, Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation ("FHLMC"), Federal Intermediate Credit Banks, Federal Land Banks,
Federal National Mortgage Association ("FNMA"), Maritime Administration,
Tennessee Valley Authority, District of Columbia Armory Board and Student Loan
Marketing Association. Because the U.S. and foreign governments are not
generally obligated by law to provide support to a sponsored instrumentality,
the Fund will invest in obligations issued by such an instrumentality only if
Haven determines that the credit risk with respect to the instrumentality does
not make its securities unsuitable for investment by the Fund.

OTHER INVESTMENT STRATEGIES AND RISKS

CONVERTIBLE SECURITIES. The Fund will invest in convertible securities
of corporations that meet the criteria for investment by the Fund in equity
securities of domestic and foreign issuers in which the Fund can invest.
Convertible securities may include corporate notes or preferred stock but are
ordinarily long-term debt obligations of the issuer convertible at a stated
exchange rate into common stock of the issuer or of another company. In
evaluating a convertible security, Haven gives primary emphasis to the
attractiveness of the underlying common stock.

The Fund may not purchase or hold more than 5% of its net assets in
convertible securities rated below BBB by S&P, Baa by Moody's or, if unrated,
determined by Haven to be of comparable quality. Securities rated BBB, Baa or
below are speculative in nature and are commonly known as "high yield"
securities or "junk bonds." Although high risk, low rated debt securities and
comparable unrated debt securities may offer higher yields than do higher rated
securities, they generally involve greater volatility of price and risk of
principal and income.

The market value of convertible securities tends to decline as interest
rates increase and, conversely, to increase as interest rates decline.
Convertible securities generally offer lower interest or dividend yields than
nonconvertible securities of similar quality. When, however, the market price
of the common stock underlying the convertible security exceeds the conversion
price, the price of the convertible security reflects the value of the
underlying common stock. As the market price of the underlying common stock
declines, the convertible security tends to trade increasingly on a yield basis,
and thus may not decline in price to the same extent as the underlying common
stock. Convertible securities rank senior to common stocks in an issuer's
capital structure and are consequently of higher quality and entail less risk of
decline in market value than the issuer's common stock. The extent to which
such risk is less depends in large measure, however, upon the degree to which
the convertible security sells above its value as a fixed income security.

RESTRICTED SECURITIES. The Fund may invest up to 5% of its net assets in
securities that, at the time of purchase by the Fund, are subject to
restrictions on transfer, including, without limitation, legends as to
applicable federal or state securities laws or other legal or contractual
restrictions. While such purchases may offer attractive opportunities for
investment not otherwise available to the Fund, the securities cannot be sold to
the public without registration under the Securities Act of 1933 (the "1933
Act") or under an exemption from registration (such as Rules 144 or 144A).

Generally speaking, restricted securities may be sold only to qualified
institutional buyers, in a privately negotiated transaction to a limited number
of purchasers, in limited quantities after they have been held for a specified
period of time and other conditions are met pursuant to an exemption from
registration, or in a public offering for which a registration statement is in
effect under the 1933 Act. The Fund may be deemed to be an "underwriter" for
purposes of the 1933 Act when selling restricted securities to the public, and
in such event the Fund may be liable to purchasers of such securities if the
registration statement prepared by the issuer, or the prospectus forming a part
of it, is materially inaccurate or misleading.

SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest in
securities of closed-end investment companies to the extent permitted under the
Investment Company Act of 1940, as amended (the "1940 Act"). Presently, under
the 1940 Act, the Fund may hold securities of another investment company in
amounts which (a) do not exceed 3% of the total outstanding voting stock of such
company, (b) do not exceed 5% of the value of the Fund's total assets and
(c) when added to all other investment company securities held by the Fund, do
not exceed 10% of the value of the Fund's total assets. The Fund does not
intend to invest in the securities of other investment companies except by
purchase in the open securities market where no commission or profit to a
sponsor or dealer results from the purchase other than the customary broker's
commission, or except when the purchase is part of a plan of merger,
consolidation, reorganization, or acquisition. The Fund will bear its
proportionate share of any fees and expenses paid by investment companies in
which it invests in addition to the advisory and other fees paid by the Fund.

LENDING OF PORTFOLIO SECURITIES. The Fund may seek income by lending
portfolio securities to brokers, dealers and other financial organizations that
meet capital and other credit requirements or other criteria established by the
trustees of the Trust (the "Trustees"). Haven will be responsible for
monitoring the Fund's portfolio lending activities and for compliance with the
capital and other credit criteria established by the Trustees. These loans, if
and when made, may not exceed 33 1/3% of the Fund's total assets taken at value.
The Fund will not lend portfolio securities to Haven or its affiliates unless it
has applied for and received specific authority to do so from the Securities and
Exchange Commission (the "SEC"). Loans of portfolio securities will be
collateralized by cash, letters of credit or U.S. government securities, which
are maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. Any gain or loss in the market price of
the securities loaned that might occur during the term of the loan would be for
the account of the Fund. From time to time, the Fund may return a part of the
interest earned from the investment of collateral received for securities loaned
to the borrower and/or a third party that is unaffiliated with the Fund and that
is acting as a "finder."

By lending its securities, the Fund can increase its income by continuing
to receive interest on the loaned securities as well as by either investing the
cash collateral in short-term high-grade liquid debt securities instruments or
obtaining yield in the form of interest paid by the borrower when U.S.
government securities are used as collateral. When the Fund invests cash
collateral received for the loan of portfolio securities, a leveraging effect is
obtained. The Fund will adhere to the following conditions whenever its
portfolio securities are loaned: (a) the Fund must receive at least 100% cash
collateral or equivalent securities from the borrower; (b) the borrower must
increase such collateral whenever the market value of the securities rises above
the level of such collateral; (c) the Fund must be able to terminate the loan at
any time; (d) the Fund must receive reasonable interest on the loan, as well as
payments in the amount of any dividends, interest or other distributions on the
loaned securities and any increase in market value; (e) the Fund may pay only
reasonable custodian fees in connection with the loan; and (f) voting rights on
the loaned securities may pass to the borrower, provided, however, that if a
material event adversely affecting the investment occurs, the Fund must
terminate the loan and regain the right to vote the securities.

The Fund may experience a loss or delay in the recovery of its securities
if the institution with which it has engaged in a portfolio loan transaction
breaches its agreement with the Fund.

REPURCHASE AGREEMENTS. The Fund may utilize up to 5% of its net assets
to engage in repurchase agreement transactions with respect to any securities in
which it invests. The Fund will enter into repurchase agreements with member
banks of the Federal Reserve System or certain domestic non-bank dealers.
Repurchase agreements are contracts under which the buyer of a security simulta-
neously commits to resell the security to the seller at an agreed-upon price and
date. Under each repurchase agreement, the selling institution will be required
to maintain the value of the securities subject to the repurchase agreement at
not less than their repurchase price. Repurchase agreements could involve
certain risks in the event of default or insolvency of the other party,
including possible delays or restrictions upon the Fund's ability to dispose of
the underlying securities. The investment adviser of the Fund, acting under the
supervision of the Trustees, reviews the creditworthiness of those bank and non-
bank dealers with which the Fund enters into repurchase agreements to evaluate
these risks.

FUTURES ACTIVITIES. The Fund may utilize up to 5% of its net assets to
enter into interest rate and stock index futures contracts and may utilize up to
5% of its net assets to purchase or write related options that are traded on an
exchange designated by the Commodity Futures Trading Commission (the "CFTC") or
consistent with CFTC regulations on foreign exchanges. These investments may be
made solely for bona fide hedging as defined in CFTC regulations. The ability
of the Fund to trade in futures contracts may be limited by the requirements of
the Internal Revenue Code of 1986, as amended (the "Code"), applicable to a
regulated investment company.

The Fund will not engage in futures activities generally if the sum of
the amount of initial margin deposits and premiums paid for unexpired options
required to establish positions other than those considered to be "bona fide
hedging" by the CFTC would exceed 5% of the Fund's net asset value, after taking
into account unrealized profits and unrealized losses on commodity contracts it
has entered into. The Fund's long positions in futures contracts or options
thereon written by it must be collateralized with cash or high-grade liquid
assets held in a segregated account.

FUTURES CONTRACTS. An interest rate futures contract provides for the
future sale by one party and the purchase by the other party of a certain amount
of a specific financial instrument (debt security) at a specified price, date,
time and place. A stock index futures contract is an agreement between seller
and buyer to respectively deliver and take delivery of a commodity which is
represented by a stock price index at a future specified date. The delivery is
a cash settlement of the difference between the original transaction price and
the final price of the index at the termination of the contract. Stock index
futures are capitalization weighted indices which reflect the market value of
the firms listed on the indices.

The purpose of entering into a futures contract is to protect the Fund
from fluctuations in value without its actually buying or selling the
securities. Of course, since the value of portfolio securities will far exceed
the value of the futures contracts sold by the Fund, an increase in the value of
the futures contracts could only mitigate -- but not totally offset -- the
decline in the value of the Fund's assets. No consideration is paid or received
by the Fund upon the purchase or sale of a futures contract. Upon entering into
a futures contract, the Fund will be required to deposit in a segregated account
with its custodian an amount of cash or cash equivalents equal to 1 to 10% of
the contract amount (this amount is subject to change by the board of trade on
which the contract is traded and members of such board of trade may charge a
higher amount). This amount is known as "initial margin" and is in the nature
of a performance bond or good faith deposit on the contract which is returned to
the Fund upon termination of the futures contract, assuming all contractual
obligations have been satisfied. The broker will have access to amounts in the
margin account if the Fund fails to meet its contractual obligations.
Subsequent payments, known as "variation margin," to and from the broker, will
be made daily as the price of the index or securities underlying the futures
contract fluctuates, making the long and short positions in the futures contract
more or less valuable, a process known as "marking-to-market." At any time
prior to the expiration of a futures contract, the Fund may elect to close the
position by taking an opposite position, which will operate to terminate the
Fund's existing position in the contract.

There are several risks in connection with the use of futures contracts
as a hedging device. Successful use of futures contracts is subject to the
ability of the Fund's investment adviser to predict correctly movements in the
direction of interest rates and stock indices. These predictions involve skills
and techniques that may be different from those involved in the management of
the portfolio securities being hedged. In addition, there can be no assurance
that there will be a correlation between movements in the price of the
underlying securities or index and movements in the price of the securities
which are the subject of the hedge. A decision concerning whether, when and how
to hedge involves the exercise of skill and judgment and even a well-conceived
hedge may be unsuccessful to some degree because of market behavior or
unexpected trends in interest rates or stock indices. The potential loss the
Fund may experience as a result of its investments in any futures transaction is
unlimited.

Positions in futures contracts and options in futures contracts may be
closed out only on the exchange on which they were entered into (or through a
linked exchange). No secondary market for such contracts exists. Although the
Fund intends to purchase or sell futures contracts only if there is an active
market for such contracts, there is no assurance that a liquid market will exist
for the contracts at any particular time. Most U.S. futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that
limit. It is possible that futures contract prices could move to the daily
limit for several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and subjecting some futures
traders to substantial losses. In such event, and in the event of adverse price
movements, the Fund would be required to make daily cash payments of variation
margin. In such circumstances, an increase in the value of the portion of the
Fund's securities being hedged, if any, may partially or completely offset
losses on the futures contract. However, as described above, there is no
guarantee that the price of the securities being hedged will, in fact, correlate
with the price movements in a futures contract and thus provide an offset to
losses on the futures contract.

If the Fund has hedged against the possibility of an event adversely
affecting the value of securities held in its portfolio and that event does not
occur, the Fund will lose part or all of the benefit of the increased value of
securities which it has hedged because it will have offsetting losses in its
futures positions. Losses incurred in hedging transactions and the costs of
these transactions will affect the Fund's performance. In addition, in such
situations, if the Fund had insufficient cash, it may have to sell securities to
meet daily variation margin requirements at a time when it may be
disadvantageous to do so. These sales of securities may, but will not
necessarily, be at increased prices which reflect the decline in interest rates.

WHEN-ISSUED SECURITIES AND DELAYED DELIVERY TRANSACTIONS. The Fund may
utilize up to 5% of its net assets to purchase securities on a "when-issued"
basis or purchase or sell securities for delayed delivery (i.e., payment or
delivery occur beyond the normal settlement date at a stated price and yield).
In these transactions, payment for and delivery of the securities occurs beyond
the regular settlement dates. When-issued transactions normally settle within
30-45 days. The Fund will enter into a when-issued transaction for the purpose
of acquiring portfolio securities and not for the purpose of leverage, but may
sell the securities before the settlement date if Haven deems it advantageous to
do so. The payment obligation and the interest rate that will be received on
when-issued securities are fixed at the time the buyer enters into the
commitment, and the right to acquire such security must be exercisable without
additional cost to the Fund. Due to fluctuations in the value of securities
purchased or sold on a when-issued or delayed-delivery basis, the yields
obtained on such securities may be higher or lower than the yields available in
the market on the dates when the investments are actually delivered to the
buyers.

When the Fund agrees to purchase when-issued or delayed delivery
securities, its custodian will set aside cash, U.S. government securities or
liquid high-grade debt obligations equal to the amount of the commitment in a
separate account. Normally, the custodian will set aside portfolio securities
to satisfy a purchase commitment, and in such a case the Fund may be required
subsequently to place additional assets in the separate account in order to
ensure that the value of the account remains equal to the amount of the Fund's
commitment. It may be expected that the Fund's net assets will fluctuate to a
greater degree when it sets aside portfolio securities to cover such purchase
commitments than when it sets aside cash. Because the Fund will set aside cash
and liquid assets to satisfy its purchase commitments in the manner described,
the Fund's liquidity and ability to manage its portfolio might be affected by
reason of its commitments to purchase when-issued or sell delayed delivery
securities.

When the Fund engages in when-issued or delayed delivery transactions, it
relies on the other party to consummate the trade. Failure of the seller to do
so may result in the Fund's incurring a loss or missing an opportunity to obtain
a price considered to be advantageous.

OPTIONS ON SECURITIES. In order to hedge against adverse market shifts,
the Fund may utilize up to 5% of its net assets to purchase put and call options
on securities. In addition, the Fund may write covered call options on securi-
ties. The Fund realizes fees (referred to as "premiums") for granting the
rights evidenced by the call options it has written. A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the
option holder an underlying security at a specified price at any time during the
option period. In contrast, a call option embodies the right of its purchaser
to compel the writer of the option to sell to the option holder an underlying
security at a specified price at any time during the option period. Thus, the
purchaser of a call option written by the Fund has the right to purchase from
the Fund the underlying security owned by the Fund at the agreed-upon price for
a specified time period. The Fund may write only covered call options.
Accordingly, whenever the Fund writes a call option it will continue to own or
have the present right to acquire the underlying security for as long as it
remains obligated as the writer of the option.

The principal reason for writing covered call options on a security is to
attempt to realize, through the receipt of premiums, a greater return than would
be realized on the securities alone. In return for a premium, the writer of a
covered call option forfeits the right to any appreciation in the value of the
underlying security above the strike price for the life of the option (or until
a closing purchase transaction can be effected). Nevertheless, the call writer
retains the risk of a decline in the price of the underlying security. The size
of the premiums that the Fund may receive may be adversely affected as new or
existing institutions, including other investment companies, engage in or
increase their option-writing activities.

Options written by the Fund will normally have expiration dates between
one and nine months from the date written. The exercise price of the options
may be below, equal to or above the market values of the underlying securities
at the times the options are written. In the case of call options, these
exercise prices are referred to as "in-the-money," "at-the-money" and "out-of-
the-money," respectively. The Fund may write (a) in-the-money call options when
Haven expects that the price of the underlying security will remain flat or
decline moderately during the option period, (b) at-the-money call options when
Haven expects that the price of the underlying security will remain flat or
advance moderately during the option period and (c) out-of-the-money call
options when Haven expects that the premiums received from writing the call
option plus the appreciation in market price of the underlying security up to
the exercise price will be greater than the appreciation in the price of the
underlying security alone. In any of the preceding situations, if the market
price of the underlying security declines and the security is sold at this lower
price, the amount of any realized loss will be offset wholly or in part by the
premium received.

So long as the obligation of the Fund as the writer of an option
continues, the Fund may be assigned an exercise notice by the broker-dealer
through which the option was sold, requiring the Fund to deliver the underlying
security against payment of the exercise price. This obligation terminates when
the option expires or the Fund effects a closing purchase transaction. The
Fund can no longer effect a closing purchase transaction with respect to an
option once it has been assigned an exercise notice. To secure its obligation
to deliver the underlying security when it writes a call option, the Fund will
be required to deposit in escrow the underlying security or other assets in
accordance with the rules of the Options Clearing Corporation (the "Clearing
Corporation") and of the securities exchange on which the option is written.

An option position may be closed out only where there exists a secondary
market for an option of the same series on a recognized securities exchange or
in the over-the-counter market. The Fund expects to write options only on U.S.
securities exchanges.

The Fund may realize a profit or loss upon entering into a closing
transaction. In cases where the Fund has written an option, it will realize a
profit if the cost of the closing purchase transaction is less than the premium
received upon writing the original option and will incur a loss if the cost of
the closing purchase transaction exceeds the premium received upon writing the
original option. Similarly, when the Fund has purchased an option and engages
in a closing sale transaction, whether the Fund realizes a profit or loss will
depend upon whether the amount received in the closing sale transaction is more
or less than the premium the Fund initially paid for the original option plus
the related transaction costs.

Although the Fund will generally purchase or write only those options for
which Haven believes there is an active secondary market so as to facilitate
closing transactions, there is no assurance that sufficient trading interest
will exist to create a liquid secondary market on a securities exchange for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may cease to
exist for a variety of reasons. In the past, for example, higher than
anticipated trading activity or order flow or other unforeseen events have at
times rendered certain of the facilities of the Clearing Corporation and various
securities exchanges inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of orders
or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise.

Securities exchanges generally have established limitations governing the
maximum number of calls and puts of each class which may be held or written, or
exercised within certain time periods by an investor or group of investors
acting in concert (regardless of whether the options are written on the same or
different securities exchanges or are held, written or exercised in one or more
accounts or through one or more brokers). It is possible that the Fund and
other clients of Haven may be considered to be such a group. A securities
exchange may order the liquidation of positions found to be in violation of
these limits and it may impose certain other sanctions. These limits may
restrict the number of options the Fund will be able to purchase on a particular
security.

Additional risks exist with respect to certain of the U.S. government
securities for which the Fund may write covered call options. If the Fund
writes covered call options on mortgage-back securities issued by GNMA, FNMA or
FHLMC, the mortgaged-backed securities that it holds as cover may, because of
scheduled amortization or unscheduled prepayments, cease to be sufficient cover.
If this occurs, the Fund will compensate for the decline in the value of the
cover by purchasing an appropriate additional amount of mortgage-backed
securities. The required cover will be marked-to-market daily.

In addition to writing covered options for other purposes, the Fund may
enter into options transactions as hedges to reduce investment risk, generally
by making an investment expected to move in the opposite direction of a
portfolio position. A hedge is designed to offset a loss on a portfolio
position with a gain on the hedge position; at the same time, however, a
properly correlated hedge will result in a gain on the portfolio position being
offset by a loss on the hedge position. The Fund bears the risk that the prices
of the securities being hedged will not move in the same amount as the hedge.
The Fund will engage in hedging transactions only when deemed advisable by
Haven. Successful use by the Fund of options will be subject to Haven's ability
to predict correctly movements in the direction of the stock underlying the
option used as a hedge. Losses incurred in hedging transactions and the costs
of these transactions will affect the Fund's performance.

STOCK INDEX OPTIONS. The Fund may utilize up to 5% of its net assets to
purchase exchange-listed put and call options on stock indexes, and may write
options on such indexes to hedge against the effects of market-wide price
movements. A stock index measures the movement of a certain group of stocks by
assigning relative values to the common stocks included in the index. A stock
index fluctuates with changes in the market values of the stocks included in the
index. Some stock index options are based on a broad market index such as the
NYSE Composite index, or a narrower market index such as the Standard & Poor's
100. Indexes are also based on an industry or market segment such as the AMEX
Oil and Gas Index or the Computer and Business Equipment Index.

Options on stock indexes are similar to options on stock except that
(a) the expiration cycles of stock index options are monthly, while those of
stock options are currently quarterly, and (b) the delivery requirements are
different. Instead of giving the right to take or make delivery of stock at a
specified price, an option on a stock index gives the holder the right to
receive a cash "exercise settlement amount" equal to (i) the amount, if any, by
which the fixed exercise price of the option exceeds (in the case of a put) or
is less than (in the case of a call) the closing value of the underlying index
on the date of exercise, multiplied by (ii) a fixed "index multiplier." Receipt
of this cash amount will depend upon the closing level of the stock index upon
which the option is based being greater than, in the case of a call, or less
than, in the case of a put, the exercise price of the index and the exercise
price of the option expressed in dollars times a specified multiple. The writer
of the option is obligated, in return for the premium received, to make delivery
of this amount. The writer may offset its position in stock index options prior
to expiration by entering into a closing transaction on an exchange or it may
let the option expire unexercised.

The effectiveness of purchasing or writing stock index options as a
hedging technique will depend upon the extent to which price movements in the
portion of a securities portfolio being hedged correlate with price movements of
the stock index selected. Because the value of an index option depends upon
movements in the level of the index rather than the price of a particular stock,
whether the Fund will realize a gain or loss from the purchase or writing of
options on an index depends upon movements in the level of stock prices in the
stock market generally or, in the case of certain indexes, in an industry or
market segment, rather than movements in the price of a particular stock.
Accordingly, successful use by the Fund of options on stock indexes will be
subject to Haven's ability to predict correctly movements in the direction of
the stock market generally or of a particular industry. This requires different
skills and techniques than predicting changes in the price of individual stocks.

The Fund will engage in stock index options transactions only when
determined by Haven to be consistent with the Fund's efforts to control risk.
There can be no assurance that such judgment will be accurate or that the use of
these portfolio strategies will be successful. When the Fund writes an option
on a stock index, the Fund will establish a segregated account consisting of
cash or high-grade liquid debt securities in an amount equal in value to the
full amount the Fund has at risk and will maintain the account while the option
is open. The aggregate value of the securities underlying the calls or puts on
stock indexes written by the Fund, determined as of the date the options are
sold, when added to the securities underlying the calls on securities written by
the Fund, may not exceed 25% of the Fund's net assets.

WARRANTS. Up to 5% of the net assets of the Fund may be invested in
warrants. A warrant does not carry with it the right to dividends or voting
rights with respect to the securities which it entitles a holder to purchase,
and it does not represent any rights in the assets of the issuer. For these
reasons, warrants may be considered more speculative than certain other types of
investments. In addition, the value of a warrant does not necessarily change
with the value of the underlying securities and a warrant ceases to have value
if it is not exercised prior to its expiration date.

INVESTMENT IN UNSEASONED COMPANIES. The Fund may invest up to 5% of its
net assets, calculated at the time of purchase, in companies which (including
predecessors) have operated less than three years. The securities of such
companies may have limited liquidity which can result in their being priced
lower than might otherwise be the case. In addition, investments in unseasoned
companies are more speculative and entail greater risk than investments in
companies with an established operating record.

INVESTMENT RESTRICTIONS

The Fund's investment objective and its intention to invest, under normal
market conditions, at least 65% of its total assets in equity securities of
domestic issuers are fundamental policies of the Fund and cannot be changed
without the approval of a "majority of the Fund's outstanding voting
securities." As used in the Prospectus and this Statement of Additional
Information, a "majority of the Fund's outstanding voting securities" means the
lesser of (i) 67% of the Shares represented at a meeting at which more than 50%
of the outstanding Shares are represented, and (ii) more than 50% of the
outstanding Shares.

In addition, the following investment restrictions have been adopted by
the Fund as fundamental policies and cannot be changed without the approval of a
majority of the Fund's outstanding voting securities. The Fund may not:

1. Borrow money, except from banks on a temporary or emergency basis in
an aggregate amount not exceeding 10% of the value of the Fund's total assets
(including the amount borrowed), provided that the Fund is required to maintain
asset coverage of at least 300% for all borrowings. For purposes of this
investment restriction, forward contracts, swaps, options, futures contracts and
options on futures contracts, and forward commitment transactions shall not
constitute borrowing, if appropriately covered.

2. Purchase the securities of any one issuer, other than the United
States Government or any of its agencies or instrumentalities, if immediately
after such purchase more than 5% of the value of its total assets would be
invested in such issuer or the Fund would own more than 10% of the outstanding
voting securities of such issuer, except that (a) up to 25% of the value of the
Fund's total assets may be invested without regard to such 5% and 10% limita-
tions and (b) such 5% limitation shall not apply to repurchase agreements
collateralized by obligations of the United States Government, its agencies or
instrumentalities.

3. Invest 25% or more of the value of its total assets in the securities
of one or more issuers conducting their principal business activities in the
same industry. This limitation does not apply to investments or obligations of
the U.S. Government or any of its agencies or instrumentalities.

4. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
deposit of assets in escrow in connection with the writing of covered put and
call options and the purchase of securities on a forward commitment or delayed-
delivery basis and collateral and initial or variation margin arrangements with
respect to currency transactions, options, futures contracts, including those
relating to indices, and options on futures contracts or indices.

5. Purchase securities on margin, except for such short-term credits as
are necessary for the clearance of transactions, but the Fund may make margin
deposits in connection with transactions in currencies, options, futures
contracts and options on futures.

6. Make short sales of securities or maintain a short position (except
short sales against-the-box).

7. Underwrite any issue of securities issued by others, except to the
extent that the sale of securities acquired by the Fund directly from an issuer,
underwriter or dealer may be deemed to be an underwriting.

8. Purchase, hold or deal in real estate (including real estate limited
partnerships) or oil, gas or mineral leases, although the Fund may purchase and
sell securities that are secured by real estate or interests therein, securities
of real estate investment trusts and mortgage-related securities and may hold
and sell real estate acquired for the Fund as a result of the ownership of
securities.

9. Invest in commodities except that the Fund may purchase and sell
futures contracts, including those relating to securities, currencies and
indices, and options on futures contracts, securities, currencies or indices,
and purchase and sell currencies or securities on a forward commitment or
delayed delivery basis as described under "The Fund and Its Investment Risks-
Investment Strategies and Risks."

10. Lend any funds or other assets except through the purchase of all
or a portion of an issue of securities or obligations of the type in which it
may invest; however, the Fund may lend its portfolio securities in an amount not
to exceed 33-1/3% of the value of its total assets.

11. Issue any senior security (as such term is defined in Sec-
tion 18(f) of the 1940 Act) except as permitted in Investment Restriction No. 1.

In addition to the investment restrictions mentioned above, the Trustees
of the Fund have voluntarily adopted the following policies and restrictions
which are observed in the conduct of its affairs. These represent intentions of
the Trustees based upon current circumstances. They differ from fundamental
investment restrictions in that they may be changed or amended by action of the
Trustees of the Fund without prior notice to or approval of shareholders.
Accordingly, the Fund may not:

1. Purchase the securities of any issuers if the officers or Trustees of
the Fund, its investment advisers or managers owning beneficially more than one-
half of 1% of the securities of such issuer, together own beneficially more than
5% of such securities.

2. Write covered calls or put options with respect to more than 5% of the
value of its net assets, invest more than 5% of its net assets in protective put
options or more than 5% of its total assets in puts, call, spreads or straddles,
or any combination thereof other than protective put options. The aggregate
value of premiums paid on all options other than protective put options, held by
the Fund at any time will not exceed 5% of the Fund's total net assets.

3. Invest more than 15% of its net assets in securities that are not
liquid (i.e., securities that may not be sold or disposed of in the ordinary
course of business within seven days at approximately the value at which the
Fund has valued the investment).

4. Purchase any security if as a result the Fund would then have more
than 5% of its total assets invested in securities of companies (including
predecessors) that have been in continuous operation for fewer than three years.

5. Invest in warrants (other than warrants acquired by the Fund as part
of a unit or attached to securities at the time of purchase) if, as a result,
the investments (valued at the lower of cost or market) would exceed 5% of the
value of the Fund's net assets of which not more than 2% of the Fund's net
assets may be invested in warrants not listed on a recognized U.S. or foreign
stock exchange to the extent permitted by applicable state securities laws.

6. Purchase securities while the Fund's borrowings exceed 5% of its total
assets.

For purposes of the foregoing limitations, any limitation which involves
a maximum percentage will not be violated unless an excess over the percentage
occurs immediately after, and is caused by, an acquisition or encumbrance of
securities or assets of, or borrowings by the Fund. With respect to fundamental
Investment Restriction No. 1, the Fund must maintain asset coverage of at least
300% (as defined in the 1940 Act), inclusive of any amounts borrowed.

The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Shares in certain states. Should the
Fund determine that any such commitment is no longer in the best interest of the
Fund and its shareholders, the Fund will revoke the commitment by terminating
the sale of Shares in the state involved. The Fund is also subject to
diversification requirements imposed by the 1940 Act and the Code.

TEMPORARY DEFENSIVE POSITION

When Haven believes that a defensive posture is warranted, the Fund may
invest temporarily without limit in cash or fixed income securities which are
temporary investments. Temporary investments are short-term high-quality debt
securities (rated AA or above by S&P, Aa or above by Moody's or with an equi-
valent rating by other nationally recognized securities rating organizations)
denominated in U.S. dollars or other freely convertible currency, including
short-term obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities, U.S. finance company obligations, corporate commercial
paper, obligations of banks and repurchase agreements (not to exceed 5% of the
Fund's net assets).

PORTFOLIO TURNOVER

Haven purchases securities with the intent of holding them for investment
but may purchase and sell portfolio securities whenever Haven believes it to be
in the best interests of the Fund. The Fund will not consider portfolio
turnover rate a limiting factor in making investment decisions consistent with
its investment objective and policies. The Fund's portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of its portfolio
securities for the year by the monthly average value of the portfolio
securities. Securities with remaining maturities of one year or less at the
date of acquisition are excluded from the calculation.

Certain practices which may be employed by the Fund could result in high
portfolio turnover. For example, options on securities may be sold in anticipa-
tion of a decline in the price of the underlying security (market decline) or
purchased in anticipation of a rise in the price of the underlying security
(market rise) and later sold.

MANAGEMENT OF THE FUND

The Trustees of the Trust (the "Trustees") decide matters of general
policy of the Fund and review the actions of Haven, the Fund's investment
adviser, and the Fund's service providers, i.e., its administrator, distributor,
transfer agent and custodian. The Fund's daily business operations are
conducted and supervised by the officers of the Trust (the "Officers"). The
Trustees and Officers are:

Positions Held with the Fund;
Name Age Principal Occupation(s) During Past 5 Years
- ---- ---- -----------------------------------------------

Colin C. Ferenbach<F1> 64 President and Trustee of the Trust. Managing
Director since 1982 of Haven. Formerly, General
Partner of HCM Partners, L.P., 1984-94;
Principal, McCowan Associates, Inc., 1980-83;
Principal, Kleinwort Benson McCowan Inc.,
1977-80; Vice President, Goldman, Sachs & Co.,
1957-76.

D. Euan Baird 61 Trustee of the Trust. Chairman, President and
Chief Executive Officer of Schlumberger Ltd.
(oil field services, measurements and systems).

Stephen Ely<F1> 59 Treasurer, Secretary and Trustee of the Trust.
Managing Director since 1982 of Haven.
Formerly, General Partner of HCM Partners, L.P.,
1984-94; Principal, McCowan Associates, Inc.,
1980-83; Principal, Kleinwort Benson McCowan
Inc., 1978-80; Corporate Vice President, Lehman
Bros. Kuhn Loeb, Inc., 1977-78; First Vice
President and Partner, Kuhn, Loeb & Co., 1972-77.

William F. Indoe 56 Trustee of the Trust. Partner, Sullivan &
Cromwell (attorneys-at-law).

Robert E. Kaufmann 56 Trustee of the Trust. Executive Director, The
Hole in the Wall Gang (private foundation).
Formerly, Director, Spencer Stuart & Associates
(executive search consultants), 1995-1998;
Headmaster of Deerfield Academy, 1980-94;
Director of various mutual funds, 1985-92.

John F. McNiff 56 Trustee of the Trust. Director, Vice President-
Finance and Chief Financial Officer of Dover
Corporation (diversified manufacturing company);
Director of The Allen Group (manufacturer of
telecommunication products).

Denis M. Turko<F1> 60 Vice President and Trustee of the Trust.
Managing Director since 1982 of Haven. Formerly,
General Partner of HCM Partners, L.P., 1984-94;
Principal, McCowan Associates, Inc., 1980-83;
Principal, Kleinwort Benson McCowan Inc.,
1977-80; Vice President, Goldman, Sachs & Co.,
1970-76.

<F1> Each of these Trustees and Officers is an "interested person" as defined by
the 1940 Act.

Messrs. Ferenbach, Ely and Turko each has a business address at 655 Third
Avenue, New York, New York 10017. The business addresses of the remaining
Trustees are as follows: D. Euan Baird, Schlumberger Ltd., 277 Park Avenue,
New York, New York 10172; William F. Indoe, Sullivan & Cromwell, 125 Broad
Street, New York, New York 10004; Robert E. Kaufmann, 555 Long Wharf Drive, New
Haven, Connecticut 06511; and John F. McNiff, Dover Corporation, 280 Park
Avenue, New York, New York 10017.

The following table sets forth the compensation paid or payable to the
outside Trustees of the Fund and Trust for the fiscal year ended October 31,
1998. No employee of Haven or Sunstone or any of their affiliates receives any
compensation from the Fund or Trust for acting as an officer, Trustee or
employee of the Trust. Each Trustee who is not a director, officer or employee
of Haven, Sunstone or any of their affiliates receives an annual fee of $5,000,
and $500 for each meeting of the Trustees attended by the Trustee for services
as Trustee and is reimbursed for expenses incurred in connection with attendance
at meetings of Trustees. Trustees receive no pension or retirement benefits
from the Fund or Trust nor any compensation from any fund that (i) holds itself
out to investors as related to the Fund for purposes of investment and investor
services or (ii) has Haven, or an affiliated person of Haven, as its investment
adviser.

Aggregate
Compensation
Name of Trustee from the Fund<F1>
- ------------------------------------------

D. Euan Baird $6,500

William F. Indoe $7,000

Robert E. Kaufmann $7,000

John F. McNiff $7,000

<F1> Fiscal year ended October 31, 1998.

Beginning in November 1998, a portion of the fees payable by the Fund to its
outside Trustees is being deferred under a plan that deems the deferred amounts
to be invested in shares of the Fund for later distribution to the Trustees.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

The table below sets forth the percentage of outstanding Shares owned of
record and beneficially, as of January 31, 1999, by (i) each person known to
the Trust to own beneficially or of record more than 5% of the Shares and
(ii) all Trustees and executive officers as a group.

SHARES OWNED SHARES OWNED
SHARES OWNED BENEFICIALLY BUT BENEFICIALLY
OF RECORD NOT OF RECORD OR OF RECORD

Thomas B. Walker, Jr.
4332 Belclaire
Dallas, Texas 75205 15.2% 0.0% 15.2%

Saxon & Co.
c/o PNC Bank, NA
Box 7780
Philadelphia,
Pennsylvania 19182 11.7% 0.0% 11.7%

Donald R. Gant
Young's Road
New Vernon,
New Jersey 07976 9.4% 0.0% 9.4%

Peter G. Sachs
443 Webbs Hill Road
Stamford,
Connecticut 06903 6.7% 0.0% 6.7%

George E. Doty
61 Park Drive South
Rye, New York 10580 6.0% 0.0% 6.0%

All current Trustees and
executive officers as a group
(7 persons) 1.4% 0.1% 1.5%

INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser
- ------------------

Haven serves as investment adviser to the Fund. Haven is controlled by
its managing directors, Messrs. Stephen Ely (who serves as Trustee, Treasurer
and Secretary of the Trust) , Colin C. Ferenbach (who serves as Trustee and
President of the Trust) and Denis M. Turko (who serves as Trustee and Vice
President of the Trust).

Pursuant to the Investment Advisory Agreement between the Fund and Haven,
Haven receives a monthly fee as compensation for its services as investment
adviser, payable in arrears, calculated at an annual rate of 0.60% of the Fund's
average daily net assets. During the fiscal years ended October 31, 1998, 1997
and 1996, the Fund paid investment advisory fees to Haven of $491,740, $463,570
and $365,916, respectively.

Pursuant to the Investment Advisory Agreement, Haven will use its best
efforts to provide to the Fund continuing and suitable investment programs
consistent with the investment objectives, policies and restrictions of the
Fund. It will (i) determine from time to time which securities shall be
purchased, sold or exchanged and what portion of the assets of the Fund shall be
held in the various securities and assets in which the Fund invests or in cash;
(ii) make decisions for the Fund with respect to foreign currency matters and
foreign exchange contracts, having regard to foreign exchange controls, if any;
(iii) make determinations as to the manner in which voting rights, subscription
rights, rights to consent to corporate action and any other rights pertaining to
the Fund's assets shall be exercised; (iv) advise the Trust in connection with
policy decisions to be made by the Trustees or any committee thereof with
respect to the Fund's investments and, as requested, furnish the Fund with
research, economic and statistical data in connection with its investments and
investment policies; (v) submit such reports relating to the valuation of the
Fund's securities as the Trustees or the administrator of the Fund may
reasonably request; (vi) place orders for the purchase, sale or exchange of
portfolio assets for the Fund's accounts with brokers or dealers selected by
Haven; provided, however, that in connection with the placing of such orders and
the selection of such brokers or dealers Haven shall seek to obtain execution
and pricing within the policy guidelines established by the Trustees and set
forth in the N-1A Registration Statement as in effect from time to time; (vii)
provide information in Haven's possession to the administrator of the Fund as
such administrator may request to maintain and preserve the records required by
the 1940 Act; (viii) obtain and evaluate such information relating to economies,
industries, businesses, securities markets and securities as Haven may deem
necessary or useful in the discharge of Haven's duties hereunder; (ix) from time
to time, or at any time requested by the Trustees, make reports to the Trustees
concerning Haven's performance of the foregoing services and furnish advice and
recommendations with respect to other aspects of the business and affairs of the
Fund; and (x) cooperate generally with the Trust and the Fund to provide
information necessary for the preparation of registration statements and
periodic reports to be filed with the Securities and Exchange Commission,
including post-effective amendments to the Form N-1A Registration Statement,
filings on Form N-SAR, periodic statements, reports to shareholders, shareholder
communications and proxy material furnished to holders of the Shares, filings
with state "blue sky" authorities and with the United States agencies
responsible for tax matters, and other reports and filings of like nature. The
Investment Advisory Agreement provides that Haven will reduce its management fee
and, if necessary, reimburse the Fund to the extent operating expenses of the
Fund exceed the expense limitations applicable to the Fund imposed by applicable
state securities laws or regulations thereunder.

Principal Underwriter

Sunstone Distribution Services, LLC, 207 East Buffalo Street, Suite 400,
Milwaukee, Wisconsin 53202, serves as the distributor of Shares of the Fund.
Shares also may be sold by authorized dealers who have entered into dealer
agreements with Sunstone or the Fund.

Sunstone acts as agent in selling Shares, through a continuous offering at
net asset value without a sales charge, under the distribution agreement with
the Trust, on behalf of the Fund. Pursuant to the Distribution Agreement
between Sunstone and the Fund, the Fund will (1) pay Sunstone a fee, payable
monthly in arrears, at the annual rate of 0.10% per annum of the Fund's average
daily net assets, with a minimum monthly fee of $7,083 and (2) reimburse
Sunstone (or pay directly) for (a) Sunstone's out-of-pocket expenses in
connection with its distribution and marketing services and (b) payments to
authorized dealers; provided, however, that if, during any annual period, such
compensation and reimbursement payments for services exceed 0.25% of the Fund's
average daily net assets, Sunstone will rebate such excess to the Fund. The
Distribution Agreement is renewable annually by the Trustees (including a major-
ity of its Trustees who are not interested persons of the Trust or Sunstone),
may be terminated on 60 days' notice by the Fund or by Sunstone, and is
automatically terminated upon assignment. During the fiscal year ended
October 31, 1998, the Fund paid distribution fees to Sunstone of $79,885.

Rule 12b-1 Plan
- ---------------

The Trust, on behalf of the Fund, has adopted a Plan of Distribution (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund may
spend no more each year than 0.25% of its average daily net assets to finance
activity primarily intended to result in the sale of Shares. Such sales
activities include compensation paid to Sunstone, the printing and mailing of
prospectuses to persons other than then-current shareholders, the printing and
mailing of sales literature and compensation to authorized dealers. The Plan
was last approved on May 13, 1998 by the affirmative vote of the Trustees and of
the non-interested Trustees who have no direct or indirect financial interest in
the Plan, cast in person at a meeting called for the purpose of approving the
Plan.

The Plan provides for both the payment of a specified fee for distribution
and marketing services and the reimbursement of payments to authorized selected
broker-dealers and of out-of-pocket expenses incurred by Sunstone. If the Plan
were terminated by the Trustees and no successor plan were adopted, the Fund
would cease to make payments under the Plan to Sunstone and Sunstone would be
able to recover only the amount of any of its unreimbursed expenditures.

Under the Plan, the officers will provide to the Trustees for their
review, and the Trustees will review at least quarterly, a written report of the
services provided and amounts expended under the Plan and the purposes for which
such services were performed and expenditures were made.

The Plan will continue in effect indefinitely, provided such continuance
is approved annually by a majority vote of the Trustees, including a majority of
the non-interested Trustees who have no direct or indirect financial interest in
the Plan. The Plan may not be amended to increase materially the amount to be
spent for the services described therein as to the Fund without approval of a
majority of the outstanding voting securities of the Fund. All material
amendments of the Plan must also be approved by the Trustees in the manner
described above. The Plan may be terminated at any time without payment of any
penalty by a vote of a majority of the non-interested Trustees or by vote of a
majority of the outstanding voting securities of the Fund. So long as the Plan
is in effect, the selection and nomination of non-interested Trustees shall be
committed to the discretion of the non-interested Trustees. The Trustees have
determined that in their judgment there is a reasonable likelihood that the Plan
will benefit the Fund and its shareholders.

The Fund and/or Sunstone have entered into agreements with Charles Schwab
& Co., Inc., Jack White & Company, Fidelity Brokerage Services, Inc. and
National Investor Services Corp. (the "Other Distribution Plan Parties")
pursuant to which the Other Distribution Plan Parties (i) engage in activities
intended to result in the sales of the Fund's Shares and (ii) provide certain
shareholder services. The Fund also pays Hewes Communications, Inc. ("Hewes") a
monthly fee of $3,500 (exclusive of out-of-pocket expenses) as compensation for
the media relations services that Hewes provides to the Fund under the Plan.

The Fund does not participate in any joint distribution activities with
other investment companies. No interested person of the Fund and no Trustee has
had a direct or indirect interest in the operation of the Plan or related
agreements.

During the fiscal year ended October 31, 1998, the Fund paid distribution
fees totaling $79,885 to Sunstone pursuant to the Distribution Agreement,
commissions totaling $102 to selected broker-dealers, fees related to the
printing and mailing of prospectuses and other materials to other than current
shareholders totaling $16,330, payments totaling $45,324 to Hewes, and payments
totaling $13,954 to Other Distribution Plan Parties.

Administrator
- --------------

PFPC Inc., 103 Bellevue Parkway, Wilmington, Delaware 19809, an indirect,
wholly owned subsidiary of PNC Bank Corp. (a multi-bank holding company with its
principal offices in Pittsburgh, Pennsylvania), serves as the administrator of
the Fund. As administrator, PFPC provides administrative and accounting
services to the Fund, including determination of the Fund's net asset value and
assistance in the Fund's administrative operations. The Fund pays PFPC a fee as
compensation for its administrative and accounting services, payable monthly in
arrears, at the annual rate of 0.10% of the Fund's first $200 million of average
net assets, 0.075% of the next $200 million of average net assets, 0.05% of the
next $200 million of average net assets, and 0.03% of the average net assets in
excess of $600 million, with a minimum monthly fee of $8,333 (exclusive of out-
of-pocket expenses).

Transfer Agent
- ---------------

PFPC also serves as the Fund's transfer and dividend disbursing agent
pursuant to a Transfer Agency Services Agreement, under which PFPC (a) issues
and redeems Shares, (b) addresses and mails all communications by the Fund to
record owners of Shares, including reports to shareholders, dividend and
distribution notices and proxy material for its meetings of shareholders,
(c) maintains shareholder accounts, and (d) makes periodic reports to the Fund
concerning the Fund's operations. PFPC may, on 30 days' notice to the Fund,
assign its duties thereunder to any other affiliate of PNC Bank or PNC Bank
Corp.

Custodian
- ----------

PNC Bank, National Association ("PNC Bank") is custodian of the Fund's
assets pursuant to a custodian agreement (the "Custodian Services Agreement").
PNC Bank is an indirect, wholly owned subsidiary of PNC Bank Corp. and its
principal business address is Broad and Chestnut Streets, Philadelphia,
Pennsylvania 19101. In accordance with the provisions of the 1940 Act, PNC Bank
may employ subcustodians outside the United States approved by the Trustees or
the Trustees may delegate to Haven, officers of the Trust or custodians the
duties to select foreign custodians and monitor foreign custody arrangements.

Under the Custodian Services Agreement, PNC Bank (a) maintains a separate
account or accounts in the name of the Fund, (b) holds and transfers portfolio
securities on account of the Fund, (c) makes receipts and disbursements of money
on behalf of the Fund, (d) collects and receives all income and other payments
and distributions on account of the Fund's portfolio securities and (e) makes
periodic reports to the Trustees concerning the Fund's operations. PNC Bank is
authorized to select one or more banks or trust companies to serve as sub-
custodian on behalf of the Fund, provided that PNC Bank remains responsible for
the performance of all its duties under the Custodian Agreement and holds the
Fund harmless from the acts and omissions of any sub-custodian chosen by PNC
Bank.

Independent Public Accountants
- ------------------------------

The Fund's independent public accountants are PricewaterhouseCoopers LLP,
with principal offices at 2400 Eleven Penn Center, Philadelphia, Pennsylvania
19103. PricewaterhouseCoopers LLP provides audit services, tax return
assistance and consultation with respect to the preparation of filings with the
SEC.

Counsel
- --------

Debevoise & Plimpton serves as counsel to the Fund and to Haven.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Haven is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. Purchases and sales of securities
on a securities exchange are effected through brokers who charge a negotiated
commission for their services. Orders may be directed to any broker.

In the over-the-counter market, debt and equity securities are generally
traded on a "net" basis with dealers acting as principal for their own accounts
without a stated commission, although the price of a security usually includes a
profit to the dealer. The Fund may also pay a mark-up (sometimes referred to as
a dealer's turn) in principal transactions and in transactions in the over-the-
counter market. In underwritten offerings, securities are purchased at a fixed
price which includes an amount of compensation to the underwriter, generally
referred to as the underwriter's concession or discount. On occasion, certain
money market instruments may be purchased directly from an issuer, in which case
no commissions or discounts are paid.

In placing orders for portfolio securities of the Fund, Haven is required
to give primary consideration to obtaining the most favorable price and
efficient execution. This means that Haven will seek to execute each
transaction at a price and commission, if any, which provide the most favorable
total cost or proceeds reasonably attainable in the circumstances. While Haven
generally seeks reasonably competitive spreads or commissions, the Fund will not
necessarily be paying the lowest spread or commission available. Within the
framework of this policy, Haven will consider research and investment services
provided by brokers or dealers who effect or are parties to portfolio
transactions of the Fund or other clients of Haven. Such research and
investment services are those which brokerage houses customarily provide to
institutional investors and include statistical and economic data and research
reports on particular companies and industries. Such services are used by Haven
in connection with all of its investment activities, and some of such services
obtained in connection with the execution of transactions for the Fund may be
used in managing other investment accounts. Conversely, brokers furnishing such
services may be selected for the execution of transactions of such other
accounts, whose aggregate assets are far larger than those of the Fund, and the
services furnished by such brokers may be used by Haven in providing investment
advisory services for the Fund. On occasions when Haven deems the purchase or
sale of a security to be in the best interest of the Fund as well as its other
customers (including any other fund or other investment company or advisory
account for which Haven or an affiliate acts as investment adviser), Haven, to
the extent permitted by applicable laws and regulations, may aggregate the
securities to be sold or purchased for the Fund with those to be sold or
purchased for such other customers in order to obtain the best net price and
most favorable execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be
made by Haven in the manner it considers to be most equitable and consistent
with its fiduciary obligations to the Fund and such other customers. In some
instances, this procedure may adversely affect the price and size of the
position obtainable for the Fund.

Commission rates are established pursuant to negotiations with the broker
based on the quality and quantity of execution services provided by the broker
in the light of generally prevailing rates. The allocation of orders among
brokers and the commission rates paid are reviewed periodically by the Trustees.

For the fiscal years ended October 31, 1998, 1997 and 1996, the Fund paid
total commissions to brokers of $134,376, $102,965 and $127,474, respectively.
Pursuant to agreements with certain brokers, Haven directed brokerage
transactions for the Fund during the year ended October 31, 1998 with aggregate
net values and commissions of approximately $845,500 and $1,020, respectively,
in exchange for specific research services. The balance of the commissions the
Fund paid was to other brokers who provide research services to Haven from time
to time. While Haven has no specific agreement or understanding with such other
brokers, Haven believes that such brokers would not continue to provide research
services if Haven does not continue to direct brokerage transactions to such
other brokers. The research services provided to Haven by brokers assists Haven
in managing the assets of Haven's other client accounts as well as the assets of
the Fund.

SHARES OF BENEFICIAL INTEREST

The Fund is the initial series of the Trust, a Delaware business trust
formed in 1994. The Agreement and Declaration of Trust of the Trust (the
"Declaration") authorizes the Trustees to issue an unlimited number of full and
fractional transferable shares of beneficial interest, with or without par
value. The number of shares authorized is unlimited, and all shares issued
shall be fully paid and nonassessable. No shares shall have any appraisal,
conversion, or preemptive rights. The Declaration designates one series of
shares, $0.001 par value per share, which represents the Shares of the Fund.
The Trustees may establish additional series of shares of the Trust, each of
which would be a separate regulated investment company under the Code.

The Fund's shareholders are entitled to one vote for each full Share held
and a proportionate fractional vote for each fractional Share held. They have
the power to vote at special meetings with respect to, among other things, the
selection of Trustees; the merger, consolidation or sale of all or substantially
all Trust or Fund assets; and such additional matters relating to the Trust or
Fund as may be required by law or by regulation or order of the SEC (including
changes in fundamental investment policies and certain other limitations on
investment of the assets of the Trust or the Fund, as the case may be), or which
the Trustees consider desirable. A special meeting may be called upon the
written request of a holder or holders of not less than 10% of all Shares out-
standing, provided that the reasonable expenses for preparing and mailing such
notice be paid by such holder or holders. The Trust does not intend to hold
annual meetings of shareholders of the Fund. Any Trustee may be removed by the
vote of at least two-thirds of the outstanding Shares. The Trustees shall
promptly call a meeting of shareholders for such purpose when requested in
writing to do so by the record holders of not less than 10% of the outstanding
shares of the Trust. The Trustees will assist any group of ten or more
shareholders, meeting requirements set forth in the 1940 Act, that wishes to
communicate with other shareholders in order to obtain sufficient signatures to
request a meeting for the purpose of removing a Trustee. The Trustees may amend
the Declaration without a shareholder vote, except that shareholders have the
right to vote on any amendment affecting their right to vote, any amendment
required by law or the Trust's registration statement, or any matter submitted
to shareholders by the Trustees.

Generally, the Fund's shareholders are not personally liable for obli-
gations of the Trust or Fund under Delaware law. The Delaware Business Trust
Act (the "Delaware Act") provides that a shareholder of a Delaware business
trust shall be entitled to the same limitation of liability extended to
shareholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. However, no similar statutory or
other authority limiting business trust shareholder liability exists in many
other states. As a result, to the extent that the Fund or a shareholder is
subject to the jurisdiction of courts in those states, the courts may not apply
Delaware law, and may thereby subject the Fund's shareholders to liability. To
guard against this risk, the Declaration of Trust (i) contains a statement that
the Fund's shareholders shall be entitled to the same limitation of personal
liability extended to shareholders of private Delaware corporations for profit,
(ii) contains an express disclaimer of shareholder liability to third parties
extending credit to, contracting with or having any claim against the Trust or
any Series thereof, for acts or obligations of the Fund and requires that notice
of such disclaimer be given in each agreement, obligation, and instrument
entered into as executed by the Fund or its Trustees and (iii) provides for
indemnification out of Fund property of any shareholder held personally liable
for the obligations of the Fund. Thus, the risk of a Fund shareholder incurring
financial loss beyond his or her investment because of shareholder liability is
limited to circumstances in which (1) a shareholder of a Delaware corporation
for profit would incur financial loss beyond his or her investment or (2)(a) a
court refused to apply Delaware law, (b) no contractual limitation of liability
was in effect and (c) the Fund itself would be unable to meet its obligations.
In light of Delaware law, the nature of the Fund's business, and the nature of
its assets, Haven believes that the risk of personal liability to a Fund share-
holder is remote.

No action may be brought by a shareholder on behalf of the Trust or the
Fund unless shareholders owning not less than 20% of the Trust or Fund, as the
case may be, join in the bringing of the action.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Information on how to purchase and redeem Shares and how such Shares are
priced is included in the Prospectus. In confirming that redemption
instructions communicated by telephone are genuine, PFPC will require the caller
to provide caller identification information that must match the account's
registration information.

The Prospectus discusses the manner in which and the time at which the net
asset value of the Fund is determined for purposes of sales and redemptions.
The net asset value of the Fund is determined on every business day that the New
York Stock Exchange (the "NYSE") is open for business. The NYSE is not open for
business on New Year's Day, Martin Luther King, Jr.'s Birthday, President's Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Under the 1940 Act, the Fund may suspend the right of redemption
or postpone the date of payment upon redemption for any period during which the
NYSE is closed, other than customary weekend and holiday closings, or during
which trading on the NYSE is restricted, or during which disposal or valuation
of portfolio securities is not reasonably practicable, or for such other periods
as the SEC may permit.

Under circumstances described in the Prospectus, shareholders must have
signatures guaranteed in a medallion program recognized by the Securities
Transfer Association. The three recognized medallion programs are: Securities
Transfer Agents Medallion (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (MSP).

Although the Fund does not intend to make payment of redemption proceeds
in securities or other property (rather than cash), the Trustees have reserved
the right to make such in-kind payments when a shareholder elects to redeem
shares in-kind and when, in the Trustees' judgment and in light of their
fiduciary duties to all shareholders, the overall interests of the Fund's
shareholders would not be harmed, provided that the Fund will pay in cash all
requests for redemptions in cash by any shareholder of record, limited in amount
with respect to each shareholder during any ninety-day period to the lesser of
(i) $250,000 and (ii) one percent of the net asset value of the Fund at the
beginning of such period. If a redemption is paid wholly or partly in
securities or other property, a shareholder would incur transaction costs in
disposing of the redemption proceeds. If the Fund were to make payment of
redemption proceeds in foreign securities, the redeeming Shareholder may
experience risks and costs due to, among other things, currency risk, market
risk, and added disposal costs.

ADDITIONAL INFORMATION CONCERNING TAXES

The discussion set out below of tax considerations generally affecting the
Fund and its shareholders is intended to be only a summary supplementing the
Prospectus and is not intended as a substitute for careful tax planning by
prospective shareholders.

The Fund intends to qualify for treatment as a "regulated investment com-
pany" within the meaning of the Internal Revenue Code of 1986, as amended (the
"Code"). By so qualifying, the Fund will not be subject to U.S. federal income
tax on income and gains distributed to shareholders, provided it distributes
each taxable year at least 90% of its "investment company taxable income,"
calculated without the deduction for dividends paid, as determined for U.S.
Federal income tax purposes ("net investment income"). Net investment income
includes dividends, interest, net short-term capital gains in excess of net
long-term capital losses and any capital loss carryovers from prior years, net
of expenses, and net gain or loss on debt securities and futures contracts on
debt securities, to the extent attributable to fluctuations in currency exchange
rates, and, in certain circumstances, net gain or loss on foreign currencies and
foreign currency forward contracts. Dividend income derived by a regulated
investment company from its investments is required to be taken into account for
U.S. Federal income tax purposes as of the ex-dividend date (rather than the
payment date, which generally is later). Accordingly, the Fund, in order to
satisfy its distribution requirements, may be required to make distributions
based on accrued but not yet received earnings.

To qualify as a "regulated investment company" the Fund must, among other
things: (1) derive at least 90% of its gross income from dividends, interest,
payments with respect to stock or securities loans, gains from the sale or other
disposition of stock or securities, and certain other related income, including,
generally, gains from options, futures and forward contracts and foreign
currency gains (under regulations which may be promulgated, foreign currency
gains which are not directly related to the Fund's principal business of
investing in stocks or securities may not be treated as qualifying income for
this purpose); and (2) diversify its holdings so that, at the end of each fiscal
quarter of the Fund (a) at least 50% of the market value of the Fund's assets is
represented by cash, U.S. government securities, securities of other regulated
investment companies, and other securities, with such other securities of any
one issuer qualifying, for purposes of this calculation, only if the Fund's
investment is limited to an amount not greater than 5% of the value of the
Fund's total assets and 10% of the outstanding voting securities of such issuer;
and (b) not more than 25% of the market value of the Fund's assets is invested
in the securities of any one issuer (other than U.S. government securities or
securities of other regulated investment companies).

The Fund intends to distribute to shareholders each year an amount
adequate to avoid the imposition of a 4% nondeductible excise tax, which is
applied to certain amounts not distributed (and not treated as having been
distributed) on a timely basis in accordance with a calendar year distribution
requirement. The Fund may be subject to foreign withholding taxes which would
reduce the yield on its investments. Tax treaties between certain countries and
the United States may reduce or eliminate such taxes. It is expected that Fund
shareholders will not be able to claim a federal income tax credit or deduction
for such foreign taxes, in which event such taxes will ordinarily be deductible
by the Fund.

Dividends paid from net investment income (including distributions of net
realized short-term capital gains) are taxable to shareholders as ordinary
income whether received in cash or reinvested in additional Shares. All dis-
tributions derived from net realized long-term capital gains will be taxable to
shareholders as long-term capital gains, regardless of how long shareholders
have held Shares and regardless of whether received in cash or additional
Shares. Pursuant to a ruling obtained from the Internal Revenue Service, the
Fund expects to be treated as succeeding to the tax bases of the Predecessor
Partnership in the assets transferred by it to the Fund. As of October 31,
1998, based on the unaudited financial statements of the Fund as of such date,
the net assets of the Fund were approximately $77.69 million and the net
unrealized appreciation of the assets of the Fund was approximately $18.84
million. If such appreciation were realized and distributed to the Fund's
shareholders, the distribution would be taxable to them.

Dividends declared in October, November or December of any year to
shareholders of record as of a date in such a month will be treated for federal
income tax purposes as having been received by shareholders in that year if they
are paid before February 1 of the following year.

Shareholders electing to receive distributions in the form of additional
Shares will have a cost basis for federal income tax purposes in each Share so
received equal to the net asset value of a Share on the reinvestment date.

Statements as to the tax status of each shareholder's dividends and dis-
tributions are mailed annually. Shareholders should consult their own tax
advisers about the status of dividends and distributions from the Fund in their
own states and localities and about the tax consequences of gains and losses
from the redemption or sale of Shares. Non-U.S. shareholders should consult
their tax advisers as to the U.S. and non-U.S. tax consequences of an investment
in the Fund.

The Fund's transactions, if any, in foreign currencies, forward contracts,
options and futures contracts (including options and forward contracts on
foreign currencies) and stock of "passive foreign investment companies" will be
subject to special provisions of the Code that, among other things, may affect
the character of gains and losses recognized by the Fund (i.e., may affect
whether gains or losses are ordinary or capital), accelerate recognition of
income to the Fund, defer Fund losses, cause the Fund to be subject to
hyperinflationary currency rules and impose additional charges in the nature of
interest. These rules could therefore affect the character, amount and timing
of distributions to shareholders. These provisions also (1) will require the
Fund to mark-to-market certain types of its positions (i.e., treat them as if
they were closed out at the end of the Fund's fiscal year) and (2) may cause the
Fund to recognize income without receiving cash with which to pay dividends or
make distributions in amounts necessary to satisfy the distribution requirements
for avoiding income and excise taxes.

Dividends paid by the Fund will ordinarily qualify for the dividends-
received deduction for corporations to the extent that they are derived from
dividends paid by domestic corporations. Distributions to corporations of long-
term capital gains are not eligible for the dividends-received deduction.

To the extent securities of the Fund have appreciated when an investor
purchases Shares of the Fund, a future realization and distribution of such
appreciation will be taxable to the shareholders even though it may constitute,
from an investor's standpoint, a return of capital. See also the discussion of
"Buying Shares before a Distribution" under "Your Investment-Distributions and
Taxes" in the Prospectus.

A gain or loss realized upon a redemption of Shares will be treated as
capital gain or loss if the Shares are capital assets in the shareholder's
hands, and will be long-term or short-term depending upon the shareholder's
holding period for the Shares. Any loss realized on a redemption or sale of
Shares will be disallowed to the extent new Shares are purchased, or received
through reinvesting dividends and capital gains distributions in the Fund,
within the 61-day period beginning 30 days before and ending 30 days after the
date of the redemption or sale. In such a case, the basis of the Shares
acquired will be increased to reflect the disallowed loss. Any loss realized by
a shareholder on the sale of a Share held by the shareholder for six months or
less will be treated for federal income tax purposes as a long-term capital loss
to the extent of any distributions or deemed distributions of long-term capital
gains received by the shareholder with respect to such Share.

The Fund may be required to withhold for U.S. Federal income taxes 31% of
all distributions and redemption proceeds payable to shareholders who fail to
provide the Fund with their correct taxpayer identification number or to make
required certifications, or who have been notified by the Internal Revenue
Service that they are subject to backup withholding. Corporate shareholders and
other shareholders specified in the Code are or may be exempt from backup with-
holding. The backup withholding tax is not an additional tax and may be
credited against a taxpayer's federal income tax liability.

Under the Code, gains or losses attributable to fluctuations in exchange
rates which occur between the time the Fund accrues interest or other
receivables, or accrues expenses or other liabilities, denominated in a foreign
currency, and the time the Fund actually collects such receivables, or pays such
liabilities, generally are treated as ordinary income or ordinary loss.
Similarly, on disposition of debt securities denominated in a foreign currency,
gains or losses attributable to fluctuations in the value of foreign currency
between the date of acquisition of the security and the date of disposition are
also treated as ordinary gain or loss. These gains or losses may increase or
decrease the amount of the Fund's income to be distributed to its shareholders
as ordinary income.

The Fund believes that it may constitute a personal holding company; as
such, it would be subject to additional taxes with respect to its net investment
income not distributed to shareholders within applicable time periods. The Fund
intends to distribute all of its net investment income within such time periods
so as not to be subject to such taxes. With respect to any such income not so
distributed, it would be subject to corporate taxation at the highest rate,
currently 35%, generally applicable to income of corporations, rather than at
the graduated corporate tax rates that would otherwise apply; it would also be
subject to an additional tax, at the rate of 39.6%, on its "undistributed
personal holding company income," which, in general, would be its undistributed
net investment income (not including any short-term capital gains) reduced by
the federal corporate tax paid thereon.

The foregoing discussion of U.S. Federal income tax law relates solely to
the application of that law to U.S. persons, i.e., U.S. citizens and residents
and U.S. corporations, partnerships, trusts and estates. Each shareholder who
is not a U.S. person should consider the U.S. and foreign tax consequences of
ownership of Shares, including the likelihood that such a shareholder may be
subject to a U.S. withholding tax at a rate of 30% (or at a lower rate under an
applicable income tax treaty) on distributions constituting ordinary income.

Shareholders are advised to consult their own tax advisers with respect to
the particular federal, state, and local tax consequences to them of an
investment in the Fund.

CALCULATION OF PERFORMANCE DATA

From time to time the Fund may advertise its capital appreciation or total
return showing the current value of an investment in the Fund if all dividends
and distributions paid by the Fund had been reinvested in additional Shares at
the time of payment. Such advertisements or descriptions may include the
performance of the Predecessor Partnership. Furthermore, in reports or other
communications to shareholders and in advertising material, the Fund may compare
its performance with that of other mutual funds as listed in the rankings
prepared by Lipper Analytical Services, Inc. or similar independent services
that monitor the performance of mutual funds or with other appropriate indexes
of investment securities. Performance computed for purposes of advertisements
should not be considered representative of the future performance of the Fund.

The average annual total return of the Fund is determined by multiplying a
hypothetical initial purchase order of $1,000 by the average annual compound
rate of return (including capital appreciation/depreciation, and distributions
paid and reinvested) for the stated period and analyzing the result. The
calculation assumes that all distributions are reinvested at net asset value on
the reinvestment dates during the period.

For the period from June 23, 1994 (the date of the Fund's commencement)
through October 31, 1998, the Fund had a cumulative total return of 94.44%. The
following table shows the combined average annual total returns of the Fund and
the Predecessor Partnership for which Haven acted as investment adviser and
three of the Fund's Trustees acted as general partners, for the periods ended
October 31, 1998:

One Five Ten
Year Years Years
-------- -------- --------
The Haven Fund and HCM Partners, L.P. 0.29% 14.04% 13.99%

Although the Predecessor Partnership was managed by the same individuals
who manage the Fund and the Fund is managed in a manner that is in all material
respects equivalent to the management of the Predecessor Partnership, the above
table should not be viewed as an indication of future performance by the Fund.
The table includes information regarding the Predecessor Partnership's
operations for periods before the Fund's registration statement became
effective. The Predecessor Partnership was not registered under the 1940 Act
and therefore was not subject to certain investment restrictions that are
imposed by that Act. If the Predecessor Partnership had been registered under
the 1940 Act, its performance might have been adversely affected. In addition,
the expenses borne by the Fund are higher than those borne by the Predecessor
Partnership. For a description of the expenses borne by the Fund, see "Key
Facts-Expenses" in the Prospectus.

The Fund's total return, and the combined total return of the Fund and the
Predecessor Partnership, may be compared to the Consumer Price Index and various
domestic and foreign securities and mutual fund indices, for example: Standard &
Poor's Index of 400 Common Stocks, Standard & Poor's Index of 500 Common Stocks,
Lipper Growth Fund Index, Morningstar Growth Average, the Wilshire 4500 Stock
Index and the Dow Jones Industrial Average. The Fund's total return, and the
combined total return of the Fund and the Predecessor Partnership, and
comparisons with these indices may be used in advertisements and in information
furnished to present or prospective shareholders.

Information used in advertisements and in materials furnished to present
or prospective shareholders may include statistics, data and performance studies
prepared by independent organizations (e.g., Lipper Analytical Services, Inc.,
Morningstar, Inc., Value Line, Ibbotson Associates, Standard & Poor's
Corporation, Merrill Lynch, Pierce, Fenner & Smith, Inc., Bloomberg, L.P., Dow
Jones & Company, Inc. and The Federal Reserve Board) or included in various
publications (e.g., The Wall Street Journal, The New York Times, Barron's and
The Decade: Wealth of Investments in U.S. Stocks, Bonds, Bills & Inflation)
reflecting the investment performance or return achieved by various classes and
types of investments (e.g., common stocks, small company stocks, long-term
corporate bonds, long-term government bonds, intermediate-term government bonds,
U.S. Treasury bills) over various periods of time. This information may be used
to illustrate the benefits of long-term investments in common stocks.

From time to time, information about the allocation and holdings of
investments in the Fund may be included in advertisements and other material
furnished to present and prospective shareholders.

From time to time, evaluations of the Fund's performance and the combined
performance of the Fund and the Predecessor Partnership made by independent
sources, such as Lipper Analytical Services, Inc., CDA/Weisenberger and
Morningstar, Inc. may be used in advertisements and in information furnished to
present or prospective shareholders.

Information used in advertisements and materials furnished to present or
prospective shareholders may include examples and performance illustrations of
the cumulative change in various levels of investments in the Fund, and in the
Fund and the Predecessor Partnership, for various periods of time and at various
prices per share. Such examples and illustrations may assume that all dividends
and capital gain distributions are reinvested in additional Shares and may also
show separately the value of Shares acquired from such reinvestments as well as
the total value of all Shares acquired for such investments and reinvestments.
Such information may also include statements or illustrations relating to the
appropriateness of types of securities and/or mutual funds which may be employed
to meet specific financial goals, such as (1) funding retirement, (2) paying for
children's education, and (3) financially supporting aging parents.

APPENDIX

DESCRIPTION OF RATINGS

Commercial Paper Ratings
- -------------------------

Commercial paper rated A-1 by Standard and Poor's Corporation ("S&P")
indicates that the degree of safety regarding timely payment is either over-
whelming or very strong. Those issues determined to possess overwhelming safety
characteristics are denoted A-1+. Capacity for timely payment on commercial
paper rated A-2 is strong, but the relative degree of safety is not as high as
for issues designated A-1.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. ("Moody's"). Issuers rated Prime-1 (or related
supporting institutions) are considered to have a superior capacity for
repayment of short-term promissory obligations. Issuers rated Prime-2 (or re-
lated supporting institutions) are considered to have a strong capacity for
repayment of short-term promissory obligations. This will normally be evidenced
by many of the characteristics of issuers rated Prime-1 but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternative liquidity is maintained.

Corporate Bond Ratings
- -----------------------

The following summarizes the ratings used by S&P for corporate bonds:

AAA - This is the highest rating assigned by S&P to a debt obligation and
indicates an extremely strong capacity to pay interest and repay principal.

AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in small degree.

A - Principal and interest payments on bonds in this category are regarded
as safe. Debt rated A has a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

To provide more detailed indications of credit quality, the ratings of
"AA" and "A" may be modified by the addition of a plus or minus sign to show
relative standing within this major rating category.

The following summarizes the ratings used by Moody's for corporate bonds:

Aaa - Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or exceptionally stable
margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa - Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
Securities.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
preset which suggest a susceptibility to impairment sometime in the future.

Moody's applies numerical modifiers (1, 2 and 3) with respect to the bonds
rated "Aa" and "A". The modifier 1 indicates that the bond being rated ranks in
the higher end of its generic rating category; the modifier 2 indicates a mid-
range ranking; and the modifier 3 indicates that the bond ranks in the lower end
of its generic rating category.

PART C
OTHER INFORMATION

Item 23. Exhibits
---------

Description of Exhibit
-----------------------

(a)<F3> Agreement and Declaration of Trust of the
Registrant

(b)<F3> By-Laws of the Registrant

(d)<F3> Form of Investment Advisory Agreement

(e) (1)<F1> Distribution Agreement

(2)<F3> Form of Standard-Broker Dealer Agreement for the
Sale of Shares of Registrant

(f) Not Applicable

(g) (1)<F3> Form of Custodian Services Agreement

(2)<F3> Fee Letter regarding Custodian Services Fees

(3)<F3> Sub-Custodian Agreement

(h) (1)<F1> IRA Disclosure Statement and Custodial Account
Agreement

(2)<F3> Form of Transfer Agency Services Agreement

(3)<F3> Fee Letter regarding Transfer Agency Services Fees

(4)<F3> Form of Administration and Accounting Services
Agreement

(5)<F3> Fee Letter regarding Administration and Accounting
Services Fees

(6)<F4> Equity-Based Plan for Non-Interested Person
Trustees of the Trust

(i) (1) Opinion and consent of Debevoise & Plimpton
(2)<F3> Opinion and consent of Richards, Layton & Finger

(j) Consent of PricewaterhouseCoopers LLP

(k) Not Applicable

(l)<F3> Form of Subscription Agreement

(m) (1)<F3> Distribution Plan

(2)<F2> Service Agreement between Sunstone, on behalf of
the Fund, and Jack White & Company

(3)<F3> Services Agreement with Fidelity Brokerage
Services, Inc.

(4)<F3> Retail Services Agreement with Charles Schwab
& Co., Inc.

(5)<F3> No Transaction Fee Fund Servicing Agreement with
National Investor Services Corp.

(6)<F3> Letter Agreement between Hewes Communications, Inc.
and Registrant

(n) <F4> Financial Data Schedule

- ------------------------------------------

<F1> Previously filed on February 7, 1997.
<F2> Previously filed on February 28, 1996.
<F3> Previously filed on February 26, 1998.
<F4> Previously filed on December 23, 1998.

Item 24. Persons Controlled by or Under Common Control
with Registrant
----------------

Not applicable.

Item 25. Indemnification

The Agreement and Declaration of Trust of The Haven Capital Management
Trust the "Trust") provides the following limitations on liability and
indemnifications to Trustees and shareholders (including shareholders who may,
as a result of holding more than 5% of the shares of beneficial interest of the
Fund the "Shares"), be deemed to be "affiliated persons"):

Section 1.2(d). "Covered Person" shall mean each Trustee, officer,
employee, agent (including, without limitation, any Investment Adviser,
Distributor, custodian or transfer agent or any director, officer or employee
thereof) of the Trust or any Series, when acting in such capacity;

- - -

Section 3.13. STANDARD OF CARE OF TRUSTEES. The exercise by the Trustees
of their powers and discretion hereunder and the construction in good faith
by the Trustees of the meaning or effect of any provision of this Declaration
shall be binding upon everyone interested. No Covered Person shall be liable
to the Trust or the Shareholders except for its own willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of its office.

To the extent that, at law or in equity, a Covered Person has duties
(including fiduciary duties) and liabilities relating thereto to the Trust, a
Shareholder or a Trustee, any such Covered Person acting under this Declara-
tion or By-Laws shall not be liable to the Trust, any Shareholder or any
Trustee for such Covered Person's good faith reliance on the provisions of
this Declaration or By-Laws. The provisions of this Declaration or By-Laws,
to the extent that they restrict the duties and liabilities of any such
Covered Person otherwise existing at law or in equity, are agreed by the
Trustees and the Shareholders to replace such other duties and liabilities of
such Covered Person.

Whenever in this Declaration or By-Laws, the Trustees are permitted or
required to make a decision (i) in their "sole discretion" or under a similar
grant of authority or latitude, the Trustees shall be entitled to consider
only such interests and factors as they desire, whether reasonable or un-
reasonable, and, except as otherwise prohibited under the 1940 Act, may
consider their own interests or (ii) in their "good faith" or under another
express standard, the Trustees shall act under such express standard and
shall not be subject to any other or different standards imposed by this
Declaration, the By-laws, law or any other agreement contemplated herein,
except as otherwise required under the 1940 Act. Each Shareholder and
Trustee hereby agrees that any standard of care or duty imposed in this
Declaration or the By-Laws or any other agreement contemplated herein or
under the Delaware Act or any other applicable law, rule or regulation shall
be modified, waived or limited in each case as required to permit the
Trustees to act under this Declaration or the By-Laws or any other agreement
contemplated herein and to make any decision pursuant to the authority
prescribed in this Declaration or the By-Laws.

- - -

Section 5.1. NO PERSONAL LIABILITY OF SHAREHOLDERS OR COVERED PERSONS.
The Shareholders shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware. No
Covered Person shall have any power to bind personally any Shareholder or to
call upon any Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally
agree to pay by way of subscription for any Shares or otherwise. All Persons
extending credit to, contracting with or having any claim against the Trust
or any Series thereof shall look only to the assets of the Trust or of such
Series, as the case may be, for payment under such credit, contract or claim,
and neither the Shareholders nor the Trustees, nor any of the Trust's
officers, employees or agents, whether past, present or future, shall be
personally liable therefor. No Covered Person shall be subject to any
personal liability whatsoever to any person other than the Trust or the
Shareholders in connection with the Trust Property or the acts, obligations
or affairs of the Trust or any Series thereof. The Trustees shall not be
responsible or liable to the Trust or the Shareholders for any neglect or
wrongdoing of any officer, employee or agent (including, without limitation,
any Investment Adviser, Distributor, custodian, or transfer agent) of the
Trust or any Series thereof, nor shall any Trustee be responsible or liable
for the act or omission of any other Trustee.

- - -

Section 5.3. INDEMNIFICATION OF COVERED PERSONS. To the fullest extent
permitted by law, the Trust shall indemnify and hold harmless any Covered
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including any action by or in the
right of the Trust) by reason of any action or omission, or any alleged act or
omission, arising out of such Covered Person's activities as a Covered Person
if such activities were performed in good faith and were reasonably believed
by such Covered Person to be in or not opposed to the best interests of the
Trust, against losses, damages, or expenses for which such Covered Person has
not otherwise been reimbursed (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by such Covered
Person in connection with such action, suit or proceeding, so long as such
Covered Person was not liable for or guilty of gross negligence, willful
misfeasance, bad faith or reckless disregard of such Covered Person's duties
with respect to such acts or omissions and, with respect to any criminal
proceeding, had not reasonable cause to believe his conduct was unlawful.
Notwithstanding the foregoing, absent a judicial or administrative
determination that a Covered Person seeking indemnification was not liable on
the merits or guilty of disabling conduct within the meaning of Section 17(h)
of the 1940 Act ("Disabling Conduct"), all determinations that a Covered
Person did not engage in Disabling Conduct shall be based upon a review of the
facts, by (a) independent legal counsel in a written opinion or (b) if a
quorum of Trustees who are neither "interested persons" of the Trust or
Series, as the case may be, as defined in Section 2(a)(19) of the 1940 Act,
nor parties to the proceeding ("Disinterested, Non-Party Trustees") may be
obtained, a vote of a majority of such quorum. Notwithstanding anything
herein to the contrary, if any matter that is the subject of indemnification
hereunder relates only to one Series (or to more than one but not all of the
Series of the Trust), then the indemnity shall be paid only out of the assets
of the affected Series.

The Trustees may make advance payments out of the assets of the Trust or,
if appropriate, of the affected Series in connection with the expense of
defending any action with respect to which indemnification might be sought
under this Section 5.3. The indemnified Covered Person shall give a written
undertaking to reimburse the Trust or the Series, as the case may be, in the
event it is subsequently determined that it is not entitled to such indem-
nification and (A) the indemnified Covered Person shall provide security for
its undertaking, (B) the Trust shall be insured against losses arising by
reason of lawful advances, or (C) a majority of a quorum of Disinterested,
Non-Party Trustees or an independent legal counsel in a written opinion shall
determine, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the indemnitee
ultimately will be found entitled to indemnification. The rights accruing to
any Covered Person under these provisions shall not exclude any other right
to which it may be lawfully entitled and shall inure to the benefit of its
heirs, executors, administrators or other legal representatives.

Section 5.4. Indemnification of Shareholders. In case any Shareholder or
former Shareholder shall be held to be personally liable solely by reason of
his or her being or having been a Shareholder and not because of acts or
omissions or for some other reason, the Shareholder or former Shareholder (or
his or her heirs, executors, administrators or other legal representatives or
in the case of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets of the Series of which such
Shareholder held Shares, to be held harmless from and indemnified against all
loss and expense, including legal expenses reasonably incurred, arising from
such liability. The rights accruing to a Shareholder under this Section 5.4
shall not exclude any other right to which such Shareholder may be lawfully
entitled, nor shall anything contained herein restrict the right of the Trust
or any Series thereof to indemnify or reimburse a Shareholder in any
appropriate situation even though not specifically provided herein.

- - -

Section 11.5. PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any of such provisions is in con-
flict with requirements of the 1940 Act, would be inconsistent with any of
the conditions necessary for qualification of the Trust as a regulated
investment company under the Code or is inconsistent with other applicable
laws and regulations, such provision shall be deemed never to have con-
stituted a part of this Declaration, provided that such determination shall
not affect any of the remaining provisions of this Declaration or render
invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any
manner affect such provision in any other jurisdiction or any other provision
of this Declaration in any jurisdiction.

The By-Laws of Haven Capital Management, Inc., the Fund's investment adviser,
provides the following indemnification in its Section 6.01:

The Corporation shall, to the fullest extent permitted by applicable law
from time to time in effect, indemnify any and all persons who may serve or
who have served at any time as Directors or officers of the Corporation, or
who at the request of the Corporation may serve or at any time have served as
Directors or officers of another corporation (including subsidiaries of the
Corporation) or of any partnership, joint venture, trust or other enterprise,
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by said law. Such indemnification shall continue
as to a person who has ceased to be Director or officer and shall inure to
the benefit of the heirs, executors and administrators of such a person. The
Corporation may also indemnify any and all other person whom it shall have
power to indemnify under any applicable law from time to time in effect to
the extent authorized by the Board of Directors and permitted by such law.
The indemnification provided by this Article shall not be deemed exclusive of
any other rights to which any person may be entitled under any provision of
the Certificate of Incorporation, other By-Law, agreement, vote of
stockholders or disinterested Directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office. [Section 145.]

Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to Trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission ("SEC") such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by Trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such Trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemni-
fication by it is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.

Item 26. BUSINESS AND OTHER CONNECTIONS OF
INVESTMENT ADVISER

Haven acts as investment adviser to Registrant. Haven renders investment
advice to a variety of individual and institutional clients. Set forth below is
a list of officers and directors of Haven, together with information as to their
other business, profession, vocation or employment of a substantial nature
during the past two years.

Position/Office Other
Name with Haven<F1> Business, etc.
- ----- -------------- ---------------

Stephen Ely Managing Director None
and Secretary

Colin C. Ferenbach Managing Director None
and Treasurer

Denis M. Turko Managing Director
and Chairman None

- -------------------------

<F1> Address: 655 Third Avenue, New York, New York 10017.

Item 27. PRINCIPAL UNDERWRITERS
----------------------

(a) Sunstone Distribution Services, LLC ("Sunstone") serves as principal
underwriter for Registrant. Sunstone acts as an underwriter for:

The Northern Funds
First Omaha Funds, Inc.
The Green Century Funds

(b) To the best of Registrant's knowledge, the executive officers of
Sunstone, distributor for Registrant, are as follows:

- ------------------------ ------------------------ ------------------------
Name and Principal Positions and Offices Positions and Offices
Business Address with Sunstone with Fund

Miriam M. Allison President and Member None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202

Daniel S. Allison Secretary and Member None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202

Peter J. Hammond Vice President None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202

Terry Ladwig Vice President None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202

(c) Commissions and compensation paid, directly or indirectly, to principal
underwriters who were not affiliated persons of the Registrant, or affiliated
persons of such an affiliated person, during the fiscal year ended October 31,
1998 were as follows:

- --------------------------------------------------------------------------------

(1) (2) (3) (4) (5)
Net Compensation
Underwriting on
Name of Discounts Redemption
Principal and and Brokerage Other
Underwriter Commissions Repurchase Commissions Compensation

Sunstone Distribution $0 $0 $0 $79,885<F1>
Services, LLC

================================================================================

<F1> For distribution services pursuant to the Distribution Agreement between
the Fund and Sunstone.

Item 28. LOCATION OF ACCOUNTS AND RECORDS

(1) The Haven Capital Management Trust
c/o Haven Capital Management, Inc.
655 Third Avenue
New York, New York 10017
(Agreement and Declaration of Trust,
By-Laws and minute books of the Trust)

(2) PFPC Inc.
103 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as administrator)

(3) PFPC Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809
(records relating to its functions as transfer and dividend
disbursing agent)

(4) PNC Bank, National Association
Broad and Chestnut Streets
Philadelphia, Pennsylvania 19101
(records relating to its functions as custodian)

(5) Sunstone Distribution Services, LLC
207 East Buffalo Street, Suite 400
Milwaukee, Wisconsin 53202
(records relating to its functions as principal underwriter)

(6) Haven Capital Management, Inc.
655 Third Avenue
New York, New York 10017
(records relating to its functions as investment adviser)

Item 29. MANAGEMENT SERVICES

Not applicable.

Item 30. UNDERTAKING

(a) Since the Registrant does not intend to hold annual shareholder
meetings, Registrant hereby undertakes to assist in shareholder
communications in a manner consistent with the requirements of Section 16(c)
of the Investment Company Act of 1940, as amended.

(b) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, Registrant certifies that it meets all the
requirements for effectiveness of this Post-Effective Amendment No. 10 pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-
Effective Amendment No. 10 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 22nd day of February, 1999.

THE HAVEN CAPITAL
MANAGEMENT TRUST

By: /s/ Colin C. Ferenbach
----------------------
Colin C. Ferenbach
President

Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the date indicated.

Signature Title Date
- ----------

/s/ Colin C. Ferenbach President and
- ----------------------- Trustee (Chief
Colin C. Ferenbach Executive Officer) February 22, 1999

/s/ Stephen Ely Treasurer, Secretary
- ----------------------- and Trustee (Chief
Stephen Ely Financial Officer) February 22, 1999

/s/ Denis M. Turko Vice President
- ----------------------- and Trustee February 22, 1999
Denis M. Turko

/s/ D. Euan Baird<F1> Trustee February 22, 1999
- -----------------------
D. Euan Baird

/s/ William F. Indoe<F1> Trustee February 22, 1999
- -----------------------
William F. Indoe

/s/ Robert E. Kaufmann<F1> Trustee February 22, 1999

- -----------------------
Robert E. Kaufmann

/s/ John F. McNiff<F1> Trustee February 22, 1999
- -----------------------
John F. McNiff

<F1> By:/s/ Colin C. Ferenbach
-------------------------
Colin C. Ferenbach
Attorney-in-fact<F2>

- -------------------------------

<F2> Pursuant to the power of attorney filed as part of the signature page to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A, No. 33-76670, filed May 25, 1994.

INDEX TO EXHIBITS

Exhibit
No. Description
------- ------------

(j) Consent of PricewaterhouseCoopers LLP

(i)(1) Opinion and consent of Debevoise & Plimpton

Exhibit (j)

[Letterhead of PricewaterhouseCoopers LLP]

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in Post-Effective Amendment No. 10
under the Securities Act of 1933, as amended, to the Registration Statement of
The Haven Capital Management Trust comprised of The Haven Fund on Form N-1A
(File No. 33-76670) of our report dated December 2, 1998 on our audit of the
financial statements and financial highlights of The Haven Capital Management
Trust, which report is included in the Annual Report to Shareholders for the
year ended October 31, 1998 which is incorporated by reference in the Post-
Effective Amendment to the Registration Statement. We also consent to the
reference to our Firm under the headings "Key Facts-Financial Highlights" and
"More About the Fund-The Exchange" in the Prospectus and on the cover page and
under "Investment Advisory and Other Services-Independent Public Accountants" in
the Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 19, 1999

Exhibit (i)(1)

[Letterhead of Debevoise & Plimpton]

The Haven Capital Management Trust
655 Third Avenue
New York, New York 10017

Dear Sirs:

You have requested our opinion in connection with your filing of Post-
Effective Amendment No. 10 to the Registration Statement on Form N-1A (the
"Post-Effective Amendment") under the Securities Act of 1933, as amended
(the "Act"), of The Haven Capital Management Trust, a Delaware business
trust (the "Trust"), and in connection therewith your registration of shares
of beneficial interest, par value of $.001, of the Trust that have been
classified as a series relating to the Haven Fund (the "Shares").

We have examined and relied upon originals, or copies certified to our
satisfaction, of such company records, documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion set forth below.

We are of the opinion that:

1. The Shares issued in the continuous offering have been duly
authorized and, assuming the issuance of the Shares for cash at net
asset value and receipt by the Trust of the consideration therefor as
set forth in the Post-Effective Amendment and to the extent such Shares
remain outstanding, the Shares have been and will be validly issued, fully
paid and nonassessable.

We express no opinion as to matters governed by any laws other than
Chapter 38 of Title 12 of the Delaware Code entitled "Treatment of Delaware
Business Trusts" and the federal laws of the United States. We consent to the
filing of this opinion solely in connection with the Post-Effective Amendment.
In giving such consent, we do not hereby admit that we come within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Debevoise & Plimpton