MILLENNIUM INCOME TRUST, 485APOS, 1997-06-05

MILLENNIUM INCOME TRUST
485APOS, 1997-06-05

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As Filed with the Securities and Exchange Commission on or about June 5, 1997

FILE NO. 811-8816

FILE NO. 33-85196

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. _____ / /
Post-Effective Amendment No. 2 /x/

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 3 / /

____________________

MILLENNIUM INCOME TRUST
(Exact Name of Registrant as Specified in Charter)

c/o TRIAS CAPITAL MANAGEMENT, INC.
77 West Wacker Drive
Chicago, Illinois 60601
(Address of Principal Executive Offices, Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (815) 338-3442

Copies to:
JAMES A. CASSELBERRY, JR. CATHY G. O'KELLY
c/o TRIAS CAPITAL MANAGEMENT, INC. VEDDER, PRICE, KAUFMAN & KAMMHOLZ
77 West Wacker Drive, Suite 3270 222 North LaSalle Street,
Chicago, Illinois 60601 Suite 2600
(Name and Address of Agent for Service) Chicago, Illinois 60601

Pursuant to the provisions of Rule 24f-2 under the Investment Company Act
of 1940, an indefinite number of units of beneficial interest have been
registered. The Rule 24f-2 Notice for the fiscal year ended September 30,
1996 was filed on or about _______________, 1996.

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

/ / immediately upon filing pursuant to paragraph (b); or

/ / on (date) pursuant to paragraph (b); or

/x/ 60 days after filing pursuant to paragraph (a)(1); or

/ / on (date) pursuant to paragraph (a)(1); or

/ / 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.

MILLENNIUM INCOME TRUST
CROSS REFERENCE SHEET

FORM N-1A ITEM NO. LOCATION
<TABLE>
<CAPTION>

PART A -
<S> <C> <C>
Cover Page Cover Page

Item 1. Synopsis Expense Information

Item 2. Condensed Financial Information Financial Highlights;
Performance Information

Item 3. General Description of Registrant Designed for States and
Municipalities; Investment
Objective & Policies;
Description of Shares

Item 4. Management of the Fund Board of Trustees;
Operation of the Fund

Item 5A. Management's Discussion of Fund *
Performance

Item 5. Capital Stock and Other Securities Dividends; Operation of the
Fund; Description of
Shares; Taxes; Quick
Reference Guide

Item 6. Purchase of Securities Being Offered Business Day; Net Asset
Value; Purchase of Shares;
Operation of the Fund

Item 7. Redemption or Repurchase Redemption of Shares

Item 8. Pending Legal Proceedings *

</TABLE>

PART B -
<S> <C> <C>
Item 9. Cover Page Cover Page

Item 10. Table of Contents Table of Contents

Item 11. General Information and History *

Item 12. Investment Objectives and Policies Investment Policies;
Investment Limitations

Item 13. Management of the Fund Trustees and Officers

Item 14. Control Persons and Principal [Part A - Operation of the
Holders of Securities Fund]

Item 15. Investment Advisory and Other Investment Management;
Services Transfer and Shareholder
Service Agent; Custodian;
Independent Public
Accountants

Item 16. Brokerage Allocation and Other Securities Transactions
Practices

Item 17. Capital Stock and Other Securities The Trust

Item 18. Purchase, Redemption, and Pricing Net Asset Value;
of Securities Being Offered Redemption in Kind

Item 19. Tax Status Taxes

Item 20. Underwriters Distributor

Item 21. Calculation of Performance Data Historical Performance
Information

Item 22. Financial Statements Financial Statements

</TABLE>

PART C -

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
__________________

* Not applicable

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 30, 1997

Information contained herein is subject to change or amendment. A
registration statement has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This Prospectus shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
State.

Prospectus August ___, 1997

TREASURERS' GOVERNMENT MONEY MARKET FUND
A Portfolio of Millennium Income Trust

DESIGNED FOR STATES AND MUNICIPALITIES - The Treasurers' Government Money
Market Fund (the "Fund") is designed for states, municipalities, school
districts and other governmental and institutional investors and their
employee benefit plans that seek high current income consistent with
protection of capital.

INVESTMENTS - The Fund invests in obligations issued or guaranteed as to
principal and interest by the United States Government, its agencies or
instrumentalities with original or remaining maturities of one year or less.

The Fund is neither insured nor guaranteed by the U. S. Government, the
Federal Deposit Insurance Corporation, the Federal Reserve Board or any
other entity, and is not a deposit or obligation of, or guaranteed or
endorsed by, any bank. The Fund seeks to maintain, but does not guarantee,
a constant net asset value of $1.00 per share.

This prospectus sets forth concisely information about the Fund that you
should know before investing. Please keep it for future reference. A
Statement of Additional Information dated August ___, 1997 has been filed
with the Securities and Exchange Commission and is hereby incorporated by
reference. A copy may be obtained without charge by writing to the Fund at
77 West Wacker Drive, Suite 3270, Chicago, Illinois 60601.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

<S> <C>
EXPENSE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

DESIGNED FOR STATES AND MUNICIPALITIES . . . . . . . . . . . . . . . . . . 4

INVESTMENT OBJECTIVE & POLICIES . . . . . . . . . . . . . . . . . . . . . 4

NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SUB-ACCOUNTING SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . .11

BOARD OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

OPERATION OF THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . .12

DESCRIPTION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . .13

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . .14
</TABLE>

EXPENSE INFORMATION

<S> <C>
INVESTOR TRANSACTION EXPENSES. . . . . . . . . . . . . . . NONE

ANNUAL FUND OPERATING EXPENSES
after reimbursement (as a percentage of average net assets)

Management Fees. . . . . . . . . . . . . . . . . . . .25%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . NONE
Other Expenses . . . . . . . . . . . . . . . . . . . .15%
Total Fund Operating Expenses. . . . . . . . . . . . .40%

</TABLE>

Trias Capital Management, Inc., the Fund's investment adviser, has agreed to
voluntarily waive fees and absorb expenses through at least April 30, 1998
such that the total operating expenses of the Fund will not exceed .40% of
average net assets. The Fund's former investment adviser and manager
voluntarily waived its fees and reimbursed certain expenses of the Fund.
Without the fee waiver and expense reimbursement the Fund's other annualized
expenses for the six months ended 3/31/97 would have been 16.48% and total
operating expenses would have been 16.68%.

<S> <C> <C>
EXAMPLE: YOU WOULD PAY THE FOLLOWING EXPENSES
ON A HYPOTHETICAL $1,000 INVESTMENT,
ASSUMING (1) A 5% ANNUAL RETURN AND 1 YEAR 3 YEARS
(2) REDEMPTION AT THE END OF EACH $4 $12
TIME PERIOD:

</TABLE>

The purpose of this table is to assist the investor in understanding the
various costs and expenses that an investor in the Fund will bear directly
or indirectly. The Example is hypothetical and included solely for
illustrative purposes. It should not be considered a representation of
future performance; actual expenses may be greater or less than those shown.
Please note $1,000 is less than the Fund's minimum investment
requirement.

FINANCIAL HIGHLIGHTS

The figures below for the period ended September 30, 1996 were audited
by the Fund's independent auditors. The Fund had no operations prior to the
public offering of shares except for the initial issuance of shares;
accordingly no financial statement information is presented for the period
prior to fiscal 1996.

Six Months Year
Ended 3/31/97 Ended 9/30/96
------------- -------------
<S> <C> <C>
PER SHARE DATA FOR A SHARE OUTSTANDING
Net asset value at beginning of period $1.000 $1.000
------ ------
Net investment income .025 .052
Distributions from net investment income (.025) (.052)
Net asset value at end of period $1.000 $1.000
====== ======
Total Return (Annualized) 5.00% 5.27%
====== ======
RATIOS NET OF EXPENSES WAIVED OR
ABSORBED BY ADVISER(1)
Ratio of net expenses to average net assets 0.00% 0.00%
Ratio of net investment income to
average net assets 5.00% 5.25%
RATIOS ASSUMING NO FEE WAIVERS OR
EXPENSE ABSORPTION(1)
Ratio of expenses to average net assets 16.68% 14.42%
Ratio of net investment income to
average net assets (11.68%) (9.17%)
SUPPLEMENTAL DATA
Net assets at end of period $134,812 $131,501

</TABLE>

(1) Annualized

DESIGNED FOR STATES AND MUNICIPALITIES
Treasurers' Government Money Market Fund is designed for states,
municipalities, school districts and other governmental and institutional
investors and their employee benefit plans that seek an economical and
convenient means for the investment of short-term funds. The Fund offers
sub-accounting and custom reporting services to assist these institutions in
meeting their unique requirements.

INVESTMENT OBJECTIVE & POLICIES
The investment objective of the Fund is to seek high current income,
consistent with protection of capital. The Fund pursues its objective by
investing exclusively in obligations issued or guaranteed as to principal
and interest by the United States Government, its agencies or
instrumentalities ("U.S. Government Obligations"), and repurchase agreements
collateralized by such U.S. Government Obligations. All securities
purchased mature within 12 months or less, and the Fund maintains a weighted
average portfolio maturity of 90 days or less. Except where otherwise
indicated, all investment policies, practices and limitations of the Fund
are nonfundamental which means they may be changed by the Board of Trustees
(the "Trustees") without shareholder approval. There can be no assurance
that the investment objective of the Fund will be achieved.

4
<PAGE>
<PAGE>

The following is a discussion of the various investments and policies of the
Fund.

U.S. Government Obligations include securities that are issued or guaranteed
by the United States Treasury, by various agencies of the United States
Government, and by various instrumentalities that have been established or
sponsored by the United States Government. U.S. Treasury obligations are
backed by the full faith and credit of the United States Government. Other
U.S. Government Obligations may not be backed by the full faith and credit
of the United States. In the case of securities not backed by the full
faith and credit of the United States, the investor must look principally to
the agency issuing or guaranteeing the obligation for ultimate repayment and
may not be able to assert a claim against the United States in the event the
agency or instrumentality does not meet its commitments.

United States Treasury obligations ("U.S. Treasuries") include Treasury
bills, Treasury notes, and Treasury bonds. U.S. Treasuries also include the
separate principal and interest components of U.S. Treasuries that are
traded under the Separate Trading of Registered Interest and Principal of
Securities ("STRIPS") program. Government agencies that issue or guarantee
securities backed by the full faith and credit of the United States include
the Government National Mortgage Association, the Student Loan Marketing
Association and the Small Business Administration. Government agencies and
instrumentalities that issue or guarantee securities not backed by the full
faith and credit of the United States include the Federal Farm Credit Banks,
the Federal Home Loan Banks, the Federal National Mortgage Association, the
Federal Home Loan Mortgage Corporation, the Federal Land Bank, the Bank for
Cooperatives, the Federal Intermediate Credit Bank, the Federal Financing
Bank, the Resolution Funding Corporation, the Financing Corporation of
America and the Tennessee Valley Authority.

The Fund may invest in securities issued or guaranteed by any of the
entities listed above or by any other agency or instrumentality established
or sponsored by the United States Government, provided that the securities
are otherwise permissible investments of the Fund. Certain U.S. Government
Obligations that have a variable rate of interest readjusted no less
frequently than annually will be deemed to have a maturity equal to the
period remaining until the next readjustment of the interest rate.

The Fund, notwithstanding any other investment policy or limitation, may
invest all of its assets in the securities or shares of beneficial interests
of a single pooled investment entity having substantially the same
objectives, policies and limitations as the Fund.

The Fund's yield will fluctuate due to changes in interest rates, economic
conditions, quality ratings and other factors. The prepayment experience of
the mortgages underlying mortgage-related securities, such as obligations
issued by the Government National Mortgage Association, may affect the value
of, and return on, an investment in such securities.

ADDITIONAL POLICY. As a matter of policy, the Fund will not invest in
certain derivative securities. The Fund will not invest in the types of
derivative securities that are prohibited for investment by money market
funds subject to Rule 2a-7 under the Investment Company Act of 1940 (the
"1940 Act"), such as inverse floaters, leveraged floaters, CMT floaters,
range floaters, capped floaters, COFI floaters and dual index floaters.
Additionally, the Fund will not invest in securities that the Fund's

investment adviser believes involve risks inappropriate for the Fund,
including collateralized mortgage obligations ("CMOs"), Interest Only
securities ("IOs"), and Principal Only securities ("POs"), except the Fund
may invest in STRIPS.

OTHER INVESTMENT TECHNIQUES. The Fund may also engage in the following
investment techniques, each of which may involve certain risks:

REPURCHASE AGREEMENTS. Repurchase agreements are transactions by which the
Fund purchases a security and simultaneously commits to resell that security
to the seller at an agreed upon time and price, thereby determining the
yield during the term of the agreement. In the event of a bankruptcy or
other default by the seller of a repurchase agreement, the Fund could
experience both delays in liquidating the underlying security and losses.
To minimize these possibilities, the Fund intends to enter into repurchase
agreements only with its Custodian, banks having assets in excess of $10
billion and primary U.S. Government securities dealers. The Fund may only
enter into repurchase agreements fully collateralized by U.S. Government
Obligations. Collateral for repurchase agreements is held in safekeeping in
the customer-only account of the Fund's Custodian at the Federal Reserve
Bank. At the time the Fund enters into a repurchase agreement, the value of
the collateral, including accrued interest, will equal or exceed the value
of the repurchase agreement and, in the case of a repurchase agreement
exceeding one day, the seller agrees to maintain sufficient collateral so
that the value of the underlying collateral, including accrued interest,
will at all times equal or exceed the value of the repurchase agreement.
Although the securities subject to the repurchase agreement might bear
maturities exceeding one year, settlement for the repurchase would never be
more than one year after the Fund's acquisition of the securities and
normally would be within a shorter period of time. The Fund will not enter
into a repurchase agreement not terminable within seven business days if, as
a result thereof, more than 10% of the value of the net assets of the Fund
would be invested in such securities and other illiquid securities.

DELAYED SETTLEMENT TRANSACTIONS. The Fund may trade securities on a "when-
issued" or "to-be-announced" basis. Obligations issued on a when-issued
basis are settled by delivery and payment after the date of the transaction,
usually within 15 to 45 days. In a to-be-announced transaction, the Fund
commits to purchasing or selling securities for which all specific
information is not yet known at the time of the trade, particularly the face
amount in transactions involving mortgage-related securities. The Fund will
only make commitments to purchase obligations on a when-issued or to-be-
announced basis with the intention of actually acquiring the obligations,
but the Fund may sell these securities before the settlement date if it is
deemed advisable as a matter of investment strategy or in order to meet its
obligations, although it would not normally expect to do so. The Fund
intends to invest less than 5% of its net assets in securities purchased on
this basis, and the Fund will not enter into a delayed settlement
transaction which settles in more than 120 days.

LENDING PORTFOLIO SECURITIES. The Fund may make short-term loans of its
portfolio securities to banks, brokers and dealers. Lending portfolio
securities exposes the Fund to the risk that the borrower may fail to return
the loaned securities, may not be able to provide additional collateral or
that the Fund may experience delays in recovery of the loaned securities or
loss of rights in the collateral if the borrower fails financially. To
minimize these risks, the borrower must agree to maintain collateral marked
to market daily, in the form of cash or U.S. Government Obligations with the
Fund's Custodian in an amount at least equal to the

market value of the loaned securities. The Fund will limit the amount of
its loans of portfolio securities to no more than 25% of its net assets.
This lending policy is fundamental and may not be changed without the
affirmative vote of a majority of the Fund's outstanding securities, as
defined in the 1940 Act.

BORROWING AND PLEDGING. The Fund may borrow money from banks (provided
there is 300% asset coverage) or other persons (in an amount not exceeding
5% of its total assets) for temporary purposes. The Fund may pledge assets
in connection with borrowings, but the Fund will not pledge more than one-
third of its assets. The Fund will not make any additional purchases of
portfolio securities if outstanding borrowings exceed 5% of the value of its
total assets. The Fund's policies on borrowing and pledging are fundamental
policies that may not be changed without the affirmative vote of a majority
of its outstanding securities. Additional information about the investment
policies of the Fund appears in the Statement of Additional Information
under "Investment Policies" and "Investment Limitations."

NET ASSET VALUE
The net asset value ("NAV"), the price of the Fund's shares, is determined
as of 11:30 a.m. and 3:00 p.m. Chicago time on each Business Day. A
Business Day means any day on which the New York Stock Exchange is open,
except for days on which Cincinnati or New York banks are closed for local
holidays. The NAV per share of the Fund is calculated by dividing the sum
of the value of the securities held by the Fund plus cash or other assets
minus all liabilities (including estimated accrued expenses) by the total
number of shares outstanding of the Fund, rounded to the nearest cent.

The Fund's securities are valued on an amortized cost basis. In connection
with the use of the amortized cost method of valuation, the Fund maintains a
dollar-weighted average portfolio maturity of 90 days or less, purchases
only United States dollar-denominated securities that have remaining
maturities of one year or less and invests only in securities determined by
the Trustees to meet the Fund's quality standards and to present minimal
credit risks. Other assets of the Fund are valued at their fair value as
determined in good faith in accordance with consistently applied procedures
established by and under the general supervision of the Trustees. It is
anticipated, but there is no assurance, that the Fund's use of the amortized
cost method of valuation will enable it to maintain a stable NAV per share
of $1.

DIVIDENDS
Substantially all of the Fund's net investment income will be declared daily
(as of 3 p.m. Chicago time) as a dividend and distributed to shareholders
monthly. Distributions will be automatically reinvested in additional
shares of the Fund unless the shareholder elects to receive them in cash.
The election to reinvest dividends and distributions or receive them in cash
can be changed at any time upon written notice to the Fund's transfer agent.
Dividends will be reinvested, and cash distributions will be paid, on or
about the first Business Day of each month. The Fund will distribute at
least annually substantially all of the short-term and long-term capital
gains in excess of available capital losses, if any, that it realizes on the
disposition of securities. Although realized gains and losses on the assets
of the Fund are reflected in the net asset value of the Fund, they are not
expected to be of an amount that would affect the Fund's net asset value of
$1.00 per share.

The Fund's net investment income consists of the excess of accrued interest
or discount (including both original issue and market discount) on all
portfolio securities and any income of the Fund from sources other than
capital gains over the amortization of market premium on all portfolio
securities and the estimated expenses of the Fund, including a proportionate
share of the general expenses of the Trust, if any.

PURCHASE OF SHARES
Fund shares are purchased at NAV without the imposition of a sales charge.
The Fund seeks to be fully invested at all times in order to achieve maximum
income. Since it will be investing in instruments that normally require
immediate payment in Federal Funds, the Fund has adopted procedures for the
convenience of its shareholders and to ensure that it receives investable
funds. All phone numbers and addresses are included in the "Quick Reference
Guide" at the end of this prospectus.

Shares of the Fund may be purchased on any Business Day at the NAV next
determined after receipt of a purchase request. A purchase request is
considered an effective purchase order only when the transfer agent is
notified that Federal Funds have been credited to the Fund on the same day.
Purchase requests for which Federal Funds are not received will be rejected.
Fund shares are deemed to have been purchased, and are entitled to dividends
on Fund shares purchased, as follows:

PURCHASE REQUEST RECEIVED BY AND FEDERAL FUNDS RECEIVED
TRANSFER AGENT THE SAME DAY

<S> <C>
By: 11:30 a.m. Chicago time Dividends Begin: Same Business Day
After: 11:30 a.m. Chicago time Dividends Begin: Next Business Day

</TABLE>

The minimum initial investment in the Fund is $250,000. The Fund and the
transfer agent each reserves the right to waive or change the minimum
initial and subsequent investment requirements at any time for any reason.
The Fund will not issue certificates representing Fund shares. The transfer
agent will maintain a complete record of transactions and Fund shares held
in each shareholder's account.

INITIAL INVESTMENT. When you are ready to make your initial investment,
call the transfer agent and a Fund Representative will ask you the name,
address, and tax identification number of the entity in whose name you want
the account to be registered. You will be given an account number and any
detailed instructions you may need. The Fund Representative will also ask
for the amount of the investment and the name and address of the financial
institution that will be wiring the investment to the Fund. Then have your
financial institution wire Federal Funds to the Fund's Custodian. You will
then need to complete, sign, and return the Account Information Form
immediately to the transfer agent. Of course, you may send your Account
Information Form in advance. If you do not have a form, one can be sent to
you via facsimile. No redemption will be permitted until the signed Account
Information Form is on file with the transfer agent as described under
"Redemption of Shares."

ADDITIONAL INVESTMENTS BY WIRE. The investor is responsible for providing
prior telephonic or facsimile notice of the purchase request to the transfer
agent. A purchase request for wire investment is considered effective only
when the transfer agent is notified that the bank wire has been credited to
the Fund on the same day. To purchase additional shares of the Fund, call
or fax the account name, account number and the amount of the investment to
the transfer agent. Then have your financial institution wire Federal Funds
to the Fund's Custodian.

ADDITIONAL INVESTMENTS BY MAIL. Investing by mail is not recommended since
delays in delivery may delay your investment, and you will not be certain of
the actual date the Fund will receive it. Purchase requests by mail are
effected at the net asset value next determined after receipt of the
purchase request and the conversion to Federal Funds.

Purchases of Fund shares may be made by delivering to the Fund's Custodian a
Federal Reserve draft or check payable to the Fund and drawn on a U.S. bank.
Be sure to include the name in which the account is registered and the
shareholder account number. It is expected that Federal Reserve drafts will
ordinarily be converted to Federal Funds on the day of receipt; however,
checks must be converted to Federal Funds, which normally takes up to two
Business Days after receipt. Fund shares purchased by check may not be
redeemed until the check has cleared as described under "Redemption of
Shares."

PURCHASE BY ACH TRANSFERS. Purchase of shares may also be made through an
Automated Clearing House ("ACH") transfer to Treasurers' Government Money
Market Fund in care of the Fund's Custodian. Purchase orders are effected
at the net asset value next determined after receipt of the purchase request
and the conversion to Federal Funds. It is expected that ACH transfers will
ordinarily be converted to Federal Funds on the Business Day following
receipt of the ACH transfer.

The Fund, the transfer agent and the distributor each reserves the right to
reject any purchase request for any reason.

REDEMPTION OF SHARES
You can access all or part of your account by selling (redeeming) shares
without charge upon request on any Business Day at the NAV next determined
after receipt of the redemption request. Fund shares are redeemed and
entitled to proceeds and dividends in accordance with the following:

<TABLE>
<CAPTION>
REDEMPTION PROCEEDS
ORDINARILY RECEIVED
REDEMPTION REQUEST BY TRANSFER AGENT EFFECT ON DIVIDENDS

<S> <C> <C>
By: 11:30 a.m. Chicago time Wired Same Business Day Not earned on the day request
is received
After: 11:30 a.m. Chicago time Wired Next Business Day Earned on the day the request
is received
</TABLE>
9

To redeem shares, follow one of the methods described below.

REDEMPTIONS BY PHONE. Redemption requests may be made by telephone or
facsimile to the transfer agent. The request should include the account
name, account number and the amount of the redemption. The transfer agent
may establish further identification procedures. Proceeds of such
redemptions by phone will be sent only to the account at the financial
institution pre-designated on the Account Information Form. No redemptions
will be processed without an Account Information Form on file with the
transfer agent, and redemption proceeds will be wired to the bank account
designated on the shareholder's Account Information Form, unless payment by
check has been requested.

REDEMPTIONS BY MAIL. Redeeming by mail is not recommended since delays in
delivery may delay your request, and you will not be certain of the actual
date that the Fund will receive it. However, if the proceeds are to be paid
to someone other than the shareholder of record or to a different address or
financial institution than that on the Account Information Form, the
redemption request must be in writing. See "Other Redemption Information"
below.

Redemption requests made by written request should be addressed to the
transfer agent. The letter of instruction must specify the number of shares
to be redeemed, the account number, payment instructions and the exact
registration of the account. Redemptions by mail are effected at the NAV
next determined after receipt of the redemption request.

OTHER REDEMPTION INFORMATION. Additional documentation may be required by
the transfer agent for any redemption request in order to establish that a
redemption request has been properly authorized. A redemption request will
not be considered to have been received in proper form until such additional
documentation has been submitted to the transfer agent.

Any request to: a) change the name of the registered holder or; b) the
address of the account or c) the financial institution designated to receive
proceeds of redemptions must be in writing and signed by the authorized
person(s) as designated on the Account Information Form. These signature(s)
must be guaranteed. The transfer agent may also require additional
documentation in connection with such request. Any such written request may
also be confirmed by telephone with the requesting party and/or the
designated bank account to verify instructions. Other procedures may be
implemented from time to time in an effort to prevent unauthorized or
fraudulent redemption requests.

After a wire has been initiated by the transfer agent, neither the transfer
agent nor the Fund assumes any further responsibility for the performance of
intermediaries or the shareholder's bank in the transfer process. If a
problem with such performances arises, the shareholder should deal directly
with such intermediaries or bank.

To keep Fund expenses low, the Fund reserves the right to redeem any single
shareholder account that falls below $50,000 because of redemptions. The
Fund will notify you in writing at least 60 days before your account is

redeemed to allow you to make additional share purchases to bring your
account value up to the minimum level.

SUB-ACCOUNTING SERVICES
The Fund has designed special procedures for its institutional investors
desiring to establish multiple accounts (master accounts and their sub-
accounts). For example, public funds' investors may find that arbitrage
rebate record keeping requirements can be facilitated by the use of sub-
accounts. Sub-accounts may be established with registration by name and or
number. Institutions will not be charged for this service unless otherwise
agreed. Upon request, master accounts will be provided with a monthly
summary report that sets forth for each sub-account by account number or
name the share balance at month end and the monthly income. Such summary
reports also include the total share balance and monthly income for the
master account. To minimize your time and costs, custom report formats are
also available for coordination with full service arbitrage calculation and
other service providers.

BOARD OF TRUSTEES
The Trust's Trustees have overall responsibility for the operation of the
Fund. The following is a list of the Trustees of the Fund.

James A. Casselberry, Jr.* Chairman of the Board of Trustees,
President

Chairman and Chief Executive Officer of
Trias Capital Management, Inc. Formerly,
Chief Operating Officer of Wedgewood
Capital Management. Formerly, Partner in
the MacArthur Investment Group and Director
of Fixed Income Investments for the John D.
and Catherine T. MacArthur Foundation, a
501(c)(3) private foundation.

Janis S. England * Treasurer of the Fund

Chairman of Millennium Financial LLC and
Millennium Capital LLC. Formerly, Senior
Vice President of Kemper Financial
Services, Inc.

Marjorie H. O'Laughlin Treasurer of Health & Hospital Corporation
of Marion County. Formerly, Treasurer of
the State of Indiana

Courtney C. Shea * Vice President of Artemis Capital Group,
Inc. Formerly, Vice President of Kemper
Securities, Inc.

Sally M. Tassani + Senior Vice President of Leo Burnett
Company. Formerly, Executive Vice
President of Bender Browning Dolby &

Sanderson. Formerly, Chief Executive
Officer of Tassani & Paglia, Inc.

Barbara E. Wallace + Executive Vice President of SMG
Marketing Group, Inc.

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

* Mr. Casselberry, Ms. England and Ms. Shea are "interested persons" of
the Trust within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940.
+ Member of the Audit Committee.

OPERATION OF THE FUND
Like other investment companies, the Trust retains various organizations to
provide specialized services for the Fund.

The Fund retains Trias Capital Management, Inc. (the "Adviser") to manage
the Fund's investments. Subject to the supervision and direction of the
Trustees, the Adviser has complete discretion to purchase, manage and sell
portfolio securities for the Fund within the Fund's investment objectives,
restrictions and policies.

The Adviser is located at 77 West Wacker Drive, Suite 3270, Chicago,
Illinois and is controlled by Mr. James A. Casselberry, Jr. The principals
of the Adviser have been engaged in the management of investment funds for
approximately 40 years, collectively. In addition to serving as the Adviser
to the Fund, the Adviser provides investment advice and manages investment
portfolios for endowments, foundations, corporate cash, pension, profit
sharing and individual accounts. The Adviser does not have previous experience
managing a registered investment company; however, as noted below, Mr. James
A. Casselberry, Jr., the Adviser's Chief Executive Officer, has previous
experience managing registered money market funds.

Mr. James A. Casselberry, Jr. is the Fund's portfolio manager.
Mr. Casselberry has more than 10 years of experience as a fixed income
strategist. Prior to founding Trias Capital Management, Mr. Casselberry was
the Chief Operating Officer at Wedgewood Capital Management in Washington,
D.C. His primary responsibility was to oversee the firm's marketing, client
services and operations divisions. Before joining Wedgewood Capital
Management, Mr. Casselberry was a Partner in the MacArthur Investment Group
and was the Director of Fixed Income Investments for the John D. and
Catherine T. MacArthur Foundation. Preceding his four years at the
MacArthur Foundation, Mr. Casselberry served as Portfolio Manager and Credit
Analyst for First National Bank of Chicago. Mr. Casselberry managed two
tax-exempt money market funds, First Prairie Tax-Exempt Money Market Fund
($400 Million) and the Personal Investments Tax-Exempt Fund ($500 Million).
Mr. Casselberry graduated from the University of Illinois at Chicago with a
Bachelor of Science degree in Economics. Mr. Casselberry is an associate
member of the Financial Analysts Federation, a member of the Chicago
Quantitative Alliance, a member of the Urban Bankers' Forum, and the
Treasurer of the National Association of Security Professionals.

The Fund pays the Adviser an annual fee not to exceed .20% of the Fund's
assets. Under the Advisory Agreement, the Adviser may from time to time
voluntarily waive some or all of its advisory fee charged to the Fund and
may terminate any such voluntary waiver at any time in its sole
discretion.

Pursuant to an Administration Agreement, the Fund retains Millennium
Financial LLC, ("MFL") to manage the Fund's business affairs. MFL is
located at 10814 Bull Valley Road, Woodstock, IL, and is an Illinois limited
liability company organized on January 1, 1994. MFL is controlled by
Janis S. England who has over 25 years of mutual fund experience.

In connection with these responsibilities, MFL supplies executive,
administrative and regulatory services, supervises the preparation of tax
returns and coordinates the preparation of reports to shareholders and
reports to and filings with the Securities and Exchange Commission and state
securities authorities. MFL also performs such administrative and
managerial oversight of the activities of the Fund's Custodian as the
Trustees may from time to time direct and maintains such books and records
as are necessary to enable it to perform its duties. The Fund pays MFL a
fee, payable monthly, equal to the annual rate of .05% of its average daily
net assets. MFL may waive a portion of its administration fee from time to
time. The level of this voluntary fee waiver shall be in MFL's
discretion.

Pursuant to a Transfer Agency Agreement, the Fund also retains MFL to
provide transfer agency and shareholder services for the Fund's investors.
For its services under the Transfer Agency Agreement, MFL receives a fee,
payable monthly, at the annual rate of .10 of 1% of average daily net assets
from the Fund. MFL has agreed to waive its fee until [April 30, 1998] or
the Fund reaches $100,000,000 in assets, whichever occurs first.

Millennium Capital LLC, 10814 Bull Valley Road, Woodstock, Illinois (the
"Distributor") is the principal underwriter for the Fund acting as agent of
the Fund in the sale of its shares. Millennium Capital LLC is an Illinois
limited liability company organized on March 9, 1994. The Distributor is
controlled by Janis S. England. As of the date of this prospectus, Janis S.
England is the sole shareholder of the Fund. The Fund is available on a no-
load basis (i.e., there are no sales commissions or 12b-1 fees).

The Trust shall assume and pay the charges and expenses of its operations,
including but not limited to expenses for services rendered by a custodian
for the safekeeping of the Fund's securities or other property, compensation
of the trustees (other than those affiliated with the investment adviser or
administrator), charges and expenses of independent auditors, of legal
counsel, of any transfer or dividend disbursing agent, any registrar of the
Fund, costs of acquiring and disposing of portfolio securities, interest, if
any, on obligations incurred by the Fund, costs of pricing services to
obtain valuations of portfolio securities, costs of reports, insurance
premiums, membership dues in the Investment Company Institute or any similar
organization, reports and notices to shareholders, stationery, printing,
postage, other like miscellaneous expenses and all taxes and fees payable to
federal, state or other government agencies on account of the registration
of securities issued by the Trust, filing of corporate documents or
otherwise.

DESCRIPTION OF SHARES
Millennium Income Trust is a diversified, open-end management investment
company organized as a Massachusetts business trust on August 19, 1994. The
Trust Agreement permits the Trust to offer one or more separate series

of units of beneficial interest, referred to in this prospectus as "shares,"
representing interests in separate portfolios ("Funds"). The shares in any
one Fund may be offered in two or more separate classes. At the date of
this prospectus, the Trustees of the Trust have established only one Fund,
the Treasurers' Government Money Market Fund.

Shareholders are entitled to one vote for each share and to the appropriate
fractional vote for each fractional share. The shares of the Trust are
fully paid and non-assessable; have no preference as to conversion,
exchange, dividends, retirement or other features and have no preemptive
rights. Such shares have noncumulative voting rights, meaning that the
holders of more than 50% of the shares voting for the election of Trustees
can elect 100% of the Trustees if they so choose.

Annual meetings of shareholders will not be held except as required by the
1940 Act, the Trust Agreement or other applicable law. The Trust will call
a meeting of shareholders for the purpose of voting upon the question of
removal of a Trustee if such a meeting is requested in writing by the
holders of not less than 10% of the outstanding shares of the Trust.

For further organization information, including certain shareholder rights
and responsibilities, see "The Trust" in the Statement of Additional
Information.

TAXES
The Fund intends to continue to qualify for the special tax treatment
afforded a "regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay federal taxes on income and capital
gains distributed to the shareholders. The Fund intends to distribute
substantially all of its net investment income and any realized capital
gains to its shareholders. Unless otherwise exempt, shareholders are
subject to federal income tax on dividends and capital gains received.
Since the Fund's investment income is derived from interest rather than
dividends, no portion of such distributions is expected to be eligible for
the dividends received deduction available to corporations.

The Fund will mail to each of its shareholders a statement indicating the
amount and federal income tax status of all distributions made during the
year. In addition to federal taxes, shareholders of the Fund may be subject
to state and local taxes on distributions. The tax consequences described
in this section apply whether distributions are taken in shares or cash.

PERFORMANCE INFORMATION
From time to time, the Fund may advertise several types of performance
information for a Fund. These are "yield" and "effective yield." Each of
these figures is based upon historical earnings and is not necessarily
representative of the future performance of the Fund. The yield of a Fund
refers to the net investment income generated by a hypothetical investment
in the Fund over a specific seven-day period. This net investment income is
then annualized, which means that the net investment income generated

during the seven-day period is assumed to be generated each week over an
annual period and is shown as a percentage of the investment. The effective
yield is calculated similarly, but the net investment income earned by the
investment is assumed to be compounded weekly when annualized. The
effective yield will be slightly higher than the yield due to this
compounding effect.

===========================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN
CONNECTION WITH THE OFFERING CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS BEING
AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER BY THE
FUND TO SELL SHARES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR
THE FUND TO MAKE SUCH AN OFFER IN SUCH STATE.

QUICK REFERENCE GUIDE

<S> <C> <C>
FOR ADDITIONAL Contact the Distributor: Phone: 800-514-2001
INFORMATION Fax: 800-514-2004

TO OPEN AN ACCOUNT Contact the Transfer Agent: Phone: 800-514-2001
Fax: 800-514-2004

TO PURCHASE SHARES First Call or Fax: Phone: 800-514-2001
Fax: 800-514-2004

then Wire Fed Funds to: Fifth Third Bank
ABA # 042 000 314
Attn: TGMMF
Acct #010 032 831 501

Include your Account
Number and Name

TO REDEEM SHARES Call or Fax: Phone: 800-514-2001
Fax: 800-514-2004

</TABLE>

TREASURERS' GOVERNMENT MONEY MARKET FUND

Board of Trustees James A. Casselberry, Jr., Chairman
Janis S. England
Marjorie H. O'Laughlin
Courtney C. Shea
Sally M. Tassani
Barbara E. Wallace

Investment Adviser Trias Capital Management, Inc.

Transfer Agent Millennium Financial LLC

Administrator Millennium Financial LLC

Distributor Millennium Capital LLC

A Portfolio of Millennium Income Trust

17
<PAGE>
<PAGE>

SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION DATED JUNE 30, 1997

Information contained herein is subject to change or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Statement of Additional Information does not
constitute a prospectus.

TREASURERS' GOVERNMENT MONEY MARKET FUND

A Portfolio of MILLENNIUM INCOME TRUST

STATEMENT OF ADDITIONAL INFORMATION

August __, 1997

This Statement of Additional Information is not a prospectus. It should be
read in conjunction with the Prospectus of the Treasurers' Government Money
Market Fund dated August __, 1997. A copy of the Prospectus can be obtained
by writing the Fund at 77 West Wacker Drive, Suite 3270, Chicago, Illinois
60601.

This Statement of Additional Information shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.

TABLE OF CONTENTS

<S> <C>
THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INVESTMENT POLICIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 6

TRUSTEES AND OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 8

INVESTMENT MANAGEMENT AND ADMINISTRATION . . . . . . . . . . . . . . . . . 9

SECURITIES TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . . . .11

NET ASSET VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

REDEMPTION IN KIND . . . . . . . . . . . . . . . . . . . . . . . . . . . .13

HISTORICAL PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . .13

TRANSFER AND SHAREHOLDER SERVICE AGENT . . . . . . . . . . . . . . . . . .14

DISTRIBUTOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14

CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . .15

LEGAL COUNSEL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
</TABLE>

THE TRUST
- ---------

Millennium Income Trust (the "Trust") was organized as a Massachusetts
business trust on August 19, 1994. The Trust currently offers one series of
shares to investors, the Treasurers' Government Money Market Fund (the
"Fund"). This Statement of Additional Information provides information
relating to the Fund.

Each share of the Fund represents an equal proportionate interest in the
assets and liabilities belonging to the Fund with each other share of the
Fund and is entitled to such dividends and distributions out of the income
belonging to the Fund as are declared by the Board of Trustees (the
"Trustees"). The shares do not have cumulative voting rights or any
preemptive or conversion rights, and the Trustees have the authority from
time to time to divide or combine the shares of any Fund into a greater or
lesser number of shares of that Fund so long as the proportionate beneficial
interest in the assets belonging to the Fund and the rights of shares of any
other Fund are in no way affected. In case of any liquidation of the Fund,
the holders of shares will be entitled to receive as a class a distribution
out of the assets, net of the liabilities belonging to the Fund. No
shareholder is liable to further calls or to assessment by the Trust without
its express consent.

Under Massachusetts law, in certain circumstances, shareholders of a
Massachusetts business trust could be deemed to have the same type of
personal liability for the obligations of the Trust as a partner of a
partnership. However, numerous investment companies registered under the
Investment Company Act of 1940 (the "1940 Act") have been formed as
Massachusetts business trusts, and the Trust is not aware of an instance
where such result has occurred. In addition, the Trust Agreement of
Millennium Income Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be
given in each agreement, obligation or instrument entered into or executed
by the Trust or the Trustees. The Trust Agreement also provides for
indemnification out of the Trust property for all losses and expenses of any
shareholder held personally liable for the obligations of the Trust.
Moreover, the Trust Agreement provides that the Trust will, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the Trust and satisfy any judgment thereon. As a result, and
particularly because the Trust's assets are readily marketable and
ordinarily substantially exceed liabilities, management believes that the
risk of shareholder liability is slight and limited to circumstances in
which both inadequate insurance existed and the Trust was unable to meet its
obligations. [Management] believes that, in view of the above, the risk of
shareholder liability is remote.

INVESTMENT POLICIES
- -------------------
A more detailed discussion of the terms used in the Prospectus (see
"Investment Objective and Policies") appears below:

When-Issued Securities Purchased on a To-Be-Announced Basis. The Fund will
make commitments to purchase securities on a When-Issued ("WI") or To-Be-
Announced ("TBA") basis with the intention of actually acquiring the
securities. In addition, the Fund may purchase securities on a WI or TBA
basis only if delivery and payment for the securities takes place within 120
days after the date of the transaction. In connection with these
investments, the Fund will direct the Custodian to place liquid securities
in a segregated account in an amount sufficient to make payment for the
securities to be purchased. When a segregated account is maintained because
the Fund purchases securities on a WI or TBA basis, the assets

deposited in the segregated account will be valued daily at market for the
purpose of determining the adequacy of the securities in the account. If
the market value of such securities declines, additional cash or securities
will be placed in the account on a daily basis so that the market value of
the account will equal the amount of the Fund's commitments to purchase
securities on a WI or TBA basis. To the extent funds are in a segregated
account, they will not be available for new investment or to meet
redemptions. Securities in the Fund's portfolio are subject to changes in
market value based upon changes in the level of interest rates (which will
generally result in all of those securities changing in value in the same
way, i.e., all those securities experiencing appreciation when interest
rates decline and depreciation when interest rates rise). Therefore, if in
order to achieve higher returns, the Fund remains substantially fully
invested at the same time that it has purchased securities on a WI or TBA
basis, there will be a possibility that the market value of the Fund's
assets will have greater fluctuation. The purchase of securities on a WI or
TBA basis may involve a risk of loss if the broker-dealer selling the
securities fails to deliver after the value of the securities has risen.

When the time comes for the Fund to make payment for securities purchased on
a WI or TBA basis, the Fund will do so by using then available cash flow, by
sale of the securities held in the segregated account, by sale of other
securities or, although it would not normally expect to do so, by directing
the sale of the securities purchased on a WI or TBA basis themselves (which
may have a market value greater or less than the Fund's payment obligation).
Although the Fund will only make commitments to purchase securities on a WI
or TBA basis with the intention of actually acquiring the securities, the
Fund may sell these securities before the settlement date if it is deemed
advisable by the Adviser as a matter of investment strategy.

STRIPS. STRIPS are U.S. Treasury bills, notes and bonds that have been
issued without interest coupon or stripped of their unmatured interest
coupons, interest coupons that have been stripped from such U.S. Treasury
securities, and receipts or certificates representing interests in such
stripped U.S. Treasury securities and coupons. A STRIPS security pays no
interest in cash to its holder during its life although interest is accrued
for federal income tax purposes. Its value to an investor consists of the
difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than
its face value. Investing in STRIPS may help to preserve capital during
periods of declining interest rates. For example, if interest rates
decline, Government National Mortgage Association Certificates purchased at
greater than par are more likely to be prepaid, which would cause a loss of
principal. In anticipation of this, the Fund might purchase STRIPS, the
value of which would be expected to increase when interest rates decline.

STRIPS do not entitle the holder to periodic payments of interest prior to
maturity. Accordingly, such securities usually trade at a deep discount
from their face or par value and will be subject to greater fluctuations of
market value in response to changing interest rates than debt obligations of
comparable maturities that make periodic distributions of interest. On the
other hand, because there are no periodic interest payments to be reinvested
prior to maturity, STRIPS eliminate the reinvestment risk and lock in a rate
of return to maturity. Current federal tax law requires that a holder of a
STRIPS security accrue a portion of the discount at which the security was
purchased as income each year even though the Fund received no interest
payment in cash on the security during the year.

Repurchase Agreements. When the Fund purchases securities, it may enter
into a repurchase agreement with the seller wherein the seller agrees at the
time of sale to repurchase the security at a mutually agreed upon time and
price. The Fund may enter into repurchase agreements with the Custodian,
with banks having assets in excess of $10 billion and with broker-dealers
who are recognized as primary dealers in U.S. Government obligations by the
Federal Reserve Bank of New York. Although the securities subject to the
repurchase agreement might bear maturities exceeding one year, settlement
for the repurchase would never be more than one year after the Fund's
acquisition of the securities and normally would be within a shorter period
of time. The resale price will be in excess of the purchase price,
reflecting an agreed upon market rate effective for the period of time the
Fund's money will be invested in the securities and will not be related to
the coupon rate of the purchased security. At the time the Fund enters into
a repurchase agreement, the value of the underlying security, including
accrued interest, will equal or exceed 102% of the value of the repurchase
agreement, and in the case of a repurchase agreement exceeding one day, the
seller will agree that the value of the underlying security, including
accrued interest, will at all times equal or exceed 102% of the value of the
repurchase agreement. The collateral securing the seller's obligation will
be held by the Custodian or in the Fund's account in the Federal Reserve
Book Entry System.

For purposes of the 1940 Act, a repurchase agreement is deemed to be a loan
from a Fund to the seller subject to the repurchase agreement and is
therefore subject to the Fund's investment restriction applicable to loans.
It is not clear whether a court would consider the securities purchased by
the Fund subject to a repurchase agreement as being owned by the Fund or as
being collateral for a loan by the Fund to the seller. In the event of the
commencement of bankruptcy or insolvency proceedings with respect to the
seller of the securities before repurchase of the security under a
repurchase agreement, the Fund may encounter delay and incur costs before
being able to sell the security. Delays may involve loss of interest or
decline in price of the security. If the court characterized the
transaction as a loan and the Fund has not perfected a security interest in
the security, the Fund may be required to return the security to the
seller's estate and be treated as an unsecured creditor of the seller. As
an unsecured creditor, the Fund would be at the risk of losing some or all
of the principal and income involved in the transaction. As with any
unsecured debt obligation purchased for the Fund, the Fund's investment
adviser seeks to minimize the risk of loss through repurchase agreements by
analyzing the creditworthiness of the obligor, in this case the seller.
Apart from the risk of bankruptcy or insolvency proceedings, there is also
the risk that the seller may fail to repurchase the security, in which case
the Fund may incur a loss if the proceeds to the Fund of the sale to a third
party are less than the repurchase price. However, if the market value of
the securities subject to the repurchase agreement becomes less than the
repurchase price (including interest), the Fund will direct the seller of
the security to deliver additional securities so that the market value of
all securities subject to the repurchase agreement will equal or exceed 102%
of the repurchase price. It is possible that the Fund will be unsuccessful
in seeking to enforce the seller's contractual obligation to deliver
additional securities.

Loans of Portfolio Securities. The Fund may lend portfolio securities
subject to the restrictions stated in the Fund's Prospectus. Under
applicable regulatory requirements (which are subject to change), the loan
collateral must, on each business day, at least equal the value of the
loaned securities. To be acceptable as collateral, letters of credit must
obligate a bank to pay amounts demanded by the Fund if the demand meets the
terms of the letter. Such terms and the issuing bank must be satisfactory
to the Fund. The Fund receives amounts equal to the interest on loaned
securities and also receives one or more of (a) negotiated loan fees,
(b) interest on securities used as collateral or (c) interest on short-term
debt securities purchased

with such collateral; either type of interest may be shared with the
borrower. The Fund may also pay fees to placing brokers as well as
custodian and administrative fees in connection with loans. Fees may only
be paid to a placing broker provided that the Trustees determine that the
fee paid to the placing broker is reasonable and based solely upon services
rendered, that the Trustees separately consider the propriety of any fee
shared by the placing broker with the borrower and that the fees are not
used to compensate the Fund's investment adviser or any affiliated person of
the Trust or an affiliated person of the Fund's investment adviser. The
terms of the Fund's loans must meet applicable tests under the Internal
Revenue Code and permit the Fund to reacquire the loaned securities on five
days' written notice or in time to vote on any important matter.

Majority. As used in the Prospectus and this Statement of Additional
Information, the term "majority of the outstanding securities" of the Trust
(or of the Fund) means the lesser of (1) 67% or more of the outstanding
shares of the Trust (or the Fund) present at a meeting, if the holders of
more than 50% of the outstanding shares of the Trust (or the Fund) are
present or represented at such meeting or (2) more than 50% of the
outstanding shares of the Trust (or the Fund).

INVESTMENT LIMITATIONS
- ----------------------
The Trust has adopted certain fundamental investment limitations designed to
reduce the risk of an investment in the Fund. These limitations may not be
changed without the affirmative vote of a majority of the outstanding
securities of the Fund.

The limitations applicable to the Fund are:

1. Borrowing Money. The Fund will not borrow money, except (a) from a
bank, provided that immediately after such borrowing there is asset coverage
of 300% for all borrowings of the Fund; or (b) from a bank or other entity
for temporary purposes only, provided than when made, such temporary
borrowings are in an amount not exceeding 5% of the Fund's total assets.
The Fund also will not make any borrowing which would cause its outstanding
borrowings to exceed one-third of the value of its total assets.

2. Pledging. The Fund will not mortgage, pledge, or hypothecate or in
any manner transfer, as security for indebtedness, any security owned or
held by the Fund except as may be necessary in connection with borrowings
described in limitation (1) above. The Fund will not mortgage, pledge, or
hypothecate more than one-third of its assets in connection with borrowings.

3. Underwriting. The Fund will not act as underwriter of securities
issued by other persons. This limitation is not applicable to the extent
that, in connection with the disposition of its portfolio securities
(including restricted securities), the Fund may be deemed an underwriter
under certain federal securities laws.

4. Illiquid Investments. The Fund will not invest more than 10% of its
net assets in securities for which there are legal or contractual
restrictions on resale and other illiquid securities.

5. Real Estate. The Fund will not purchase, hold or deal in real estate.

6. Commodities. The Fund will not purchase, hold or deal in commodities
or commodities future contracts or invest in oil, gas or other mineral
exploration or development programs. This limitation is not

applicable to the extent that the U.S. Government obligations in which the
Fund may otherwise invest would be considered to be such commodities,
contracts or investments.

7. Loans. The Fund will not make loans to other persons, except (a) by
loaning portfolio securities, or (b) by engaging in repurchase agreements.
For purposes of this limitation, the term "loans" shall not include the
purchase of a portion of an issue of U.S. Government obligations.

8. Margin Purchases. The Fund will not purchase securities or evidences
of interest thereon on "margin." This limitation is not applicable to
short-term credit obtained by the Fund for the clearance of purchase and
sales or redemptions of securities.

9. Short Sales and Options. The Fund will not sell any securities short
or sell put and call options. This limitation is not applicable to the
extent that sales by the Fund of securities in which the Fund may otherwise
invest would be considered to be sales of options.

10. Other Investment Companies. The Fund will not invest in the
securities of any investment company except as permitted by the Investment
Company Act of 1940.

11. Concentration. The Fund will not invest more than 25% of its total
assets in the securities of issuers in a particular industry; this
limitation is not applicable to investments in obligations issued or
guaranteed by the United States Government, its agencies and
instrumentalities or repurchase agreements with respect thereto.

12. Mineral Leases. The Fund will not purchase oil, gas or other mineral
leases or exploration or development programs.

12. Senior Securities. The Fund will not issue senior securities as
defined in the Investment Company Act of 1940.

Notwithstanding any other investment policy the Fund may invest all, but not
less than all, of its investable assets in the securities of beneficial
interests of a single pooled investment entity having substantially the same
objective, policies and limitations as the Fund.

With respect to the percentages adopted by the Trust as maximum limitations
on the Fund's investment policies and restrictions, an excess above the
fixed percentage (except for the percentage limitations relative to the
borrowing of money) will not be a violation of the policy or restriction
unless the excess results immediately and directly from the acquisition of
any security or the action taken.

The Trust does not presently intend to pledge, mortgage or hypothecate the
assets of the Fund. The Trust does not presently intend to acquire
securities issued by any other investment companies. The Trust does not
presently intend to invest all its assets in securities issued by any other
single pooled investment entity. The statements of intention in this
paragraph reflect nonfundamental policies that may be changed by the Board
of Trustees without shareholder approval.

TRUSTEES AND OFFICERS
- ---------------------
The following is a list of the Trustees and executive officers of the Trust.
Each Trustee who is an "interested person" of the Trust as defined by the
1940 Act, is indicated by an asterisk.

<TABLE>
<CAPTION>
Principal Occupations During
Name and Address Position with the Trust Past 5 Years
- ---------------- ----------------------- ----------------------------
<S> <C> <C>
James A. Casselberry, Jr. * Chairman of the Board Chairman and Chief Executive
Trias Capital Management, Inc. and President Officer of Trias Capital
77 West Wacker Drive Management, Inc. (the
Suite 3270 investment adviser of the
Chicago, IL 60601 Trust) beginning in 1996.
From 1995 through 1996, Chief
Operating Officer of Wedgewood
Capital Management, an investment
adviser. From 1991 to 1995
Investment Manager at the MacArthur
Investment Group and Director of
Fixed Income Investments for the
John D. and Catherine T. MacArthur
Foundation, a 501(c)(3) foundation.
From 1987 to 1991, portfolio manager
of First National Bank of Chicago,
managing the First Prairie money
market funds. Age 37.

Janis S. England * Treasurer Chairman of Millennium
Millennium Financial LLC Financial LLC (transfer agent
10814 Bull Valley Road of the Trust) and Millennium
Woodstock, IL 60098 Capital LLC (the principal
underwriter of the Trust). From 1986
through 1993 she was associated with
Kemper Financial Services, Inc. (a
registered broker-dealer and
investment adviser) most recently as
Senior Vice President with
responsibility for, among other
things, wholesale money market funds.
From 1989 through 1992 Director of
Investors Fiduciary Trust Company, a
Missouri state bank. Age 51.

Marjorie H. O'Lauglhin + Trustee Treasurer, Health & Hospital
3838 N. Rural Street Corporation of Marion County,
Indianapolis, IN 46205 a municipal corporation created by
the Indiana General Assembly. From
1987 through February 1995 Treasurer
of the State of Indiana. Age 67.

Courtney C. Shea * Trustee Managing Director of Artemis
150 N. Wacker Drive Capital Group, Inc., a
Chicago, IL 60610 registered broker-dealer, since 1992.
From 1990 until 1992 Vice President
Kemper Securities, Inc., a registered
broker-dealer. Age 36.

Sally M. Tassani + Trustee From October 1995 Senior Vice
35 W. Wacker Drive President of Leo Burnett
Chicago, IL 60601 Company, an advertising agency. From
August through September 1995
Executive Vice President of Browning
Dolby & Sanderson an advertising
agency. Formerly Chief Executive
Officer of Tassani & Paglia, Inc., an
advertising agency. Age 48.

Barbara E. Wallace + Trustee Executive Vice President of
875 N. Michigan Avenue SMG Marketing Group, Inc., a
Chicago, IL 60611 firm providing information and
consulting to the health care
industry. Age 47.

Cathy G. O'Kelly Secretary Partner of Vedder, Price,
222 N. LaSalle Street Kaufman & Kammholz, a law
Chicago, IL 60601 firm. Age 44.

</TABLE>

* These are "interested persons" of the Trust within the meaning of
Section 2(a)(19) of the of 1940 Act. Mr. Casselberry is an affiliated
person of Trias Capital Management, the Trust's investment adviser. Ms
England is an affiliated person of Millennium Capital LLC, the Trust's
principal underwriter, and Millennium Financial LLC, the Trust's
administrator. Ms. Shea, is an affiliated person of Artemis Capital
Group, Inc. a registered broker-dealer.

+ Member of the Audit Committee

The Trust's Declaration of Trust provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, they
are not protected against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of their office.

The Fund pays Trustees who are not interested persons of the investment
adviser a fee of $1,000 for each Board meeting attended plus $250 for each
committee meeting attended. The table below shows the amounts estimated to
be paid to Trustees during the Trust's 1997 fiscal year.

Aggregate Pension or Retirement Total
Compensation Benefits Accrued as Compensation
Name of Trustee from Trust Part of Trust Expenses From Trust
--------------- ------------ ---------------------- ------------
<S> <C> <C> <C>
Marjorie H. O'Laughlin $2,000 $0 $2,000
Courtney C. Shea $2,000 $0 $2,000
Sally M. Tassani $2,000 $0 $2,000
Barbara E. Wallace $2,000 $0 $2,000

</TABLE>

During a typical fiscal year, the Fund would anticipate quarterly
board meetings, with compensation in the amount of $4,000 to each
Trustee.

INVESTMENT MANAGEMENT AND ADMINISTRATION
- ----------------------------------------
The Trust's investment adviser is Trias Capital Management, Inc. ("Trias").
Under the terms of an investment advisory agreement (the "Advisory
Agreement") with the Fund, Trias provides the investment advice to the
Fund. Trias has complete discretion to purchase and sell portfolio
securities for the Fund within the Fund's investment objective,
restrictions and policies. In addition to serving as the investment

adviser to the Fund, Trias provides investment advice and manages
investment portfolios for endowments, foundations, corporate cash, pension,
profit sharing and individual accounts.

Trias is controlled by Mr. James A. Casselberry, Jr.

For performing its responsibilities, Trias receives an annual fee from the
Fund as described in the Prospectus.

By its terms, the Trust's Advisory Agreement will remain in force until
[June 27, 1999] and from year to year thereafter, subject to annual
approval by (a) the Board of Trustees or (b) a vote of the majority of the
Fund's outstanding voting securities; provided that in either event
continuance is also approved by a majority of the Trustees who are not
interested persons of the Trust, by a vote cast in person at a meeting
called for the purpose of voting such approval. The Advisory Agreement may
be terminated at any time, on sixty days' written notice, without the
payment of any penalty, by the Board of Trustees, by a vote of the majority
of the Fund's outstanding voting securities, or by Trias. The Advisory
Agreement automatically terminates in the event of its assignment, as
defined by the 1940 Act and the rules thereunder. For the fiscal year ended
September 30, 1996, the Fund paid $293 for the investment and management
services provided by its previous investment adviser and manager, Millenium
Financial LLC.

The Trust's Administrator is Millennium Financial LLC ("MFL"). Under the
terms of an administration agreement (the "Administration Agreement") with
the Fund, it is MFL's responsibility to provide executive and
administrative services to the Trust. MFL supervises the preparation of
the Trust's tax returns, reports to shareholders of the Trust; reports to
and filings with the Securities and Exchange Commission and state
securities commissions and materials for the meetings of the Board of
Trustees. The controlling member of MFL is Janis S. England. For
performing its responsibilities, MFL receives an annual fee from the Fund
as described in the Prospectus.

By its terms, the Trust's Administration Agreement will remain in force
until June 27, 1999 and from year to year thereafter, subject to annual
approval by (a) the Board of Trustees or (b) a vote of the majority of the
Fund's outstanding voting securities; provided that in either event
continuance is also approved by a majority of the Trustees who are not
interested persons of the Trust, by a vote cast in person at a meeting
called for the purpose of voting such approval. The Administration
Agreement may be terminated at any time, on sixty days' written notice,
without the payment of any penalty, by the Board of Trustees, by a vote of
the majority of the Fund's outstanding voting securities, or by MFL. The
Administration Agreement automatically terminates in the event of its
assignment, as defined by the 1940 Act and the rules thereunder.

Trias and MFL shall not be liable for any losses that may be sustained in
the purchase, holding or sale of any security or for anything done or
omitted by it except acts or omissions involving willful misfeasance of the
duties imposed upon it by its contract with the Trust.

The Fund is responsible for the payment of all expenses incurred in
connection with the organization, registration of shares and operations of
the Fund, including such extraordinary or non-recurring expenses as may
arise, such as litigation to which the Trust may be a party.

The Fund may have an obligation to indemnify the Trust's Officers and
Trustees with respect to such litigation except in instances of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of their office. As the Fund's distributor,
MFL bears promotional expenses in connection with the distribution of the
Fund's shares. The Fund will not be responsible for the compensation and
expenses of any officer, Trustee or employee of the Trust who is either (i)
an officer, member or employee of MFL or (ii) an officer, partner or
employee of Trias.

MFL has licensed the use of the name "Millennium," "Millennium Income" or
any derivation thereof in connection with any registered investment company
or other business enterprise with which the Trust is or may become
associated. In the event MFL ceases to be the Administrator of the Fund,
the Fund will be required to cease using the name.

SECURITIES TRANSACTIONS
- -----------------------
Decisions to buy and sell securities for the Fund and the placing of the
Fund's securities transactions and negotiation of commission rates where
applicable are made by Trias and are subject to review by the Trustees. In
the purchase and sale of portfolio securities, Trias seeks best execution
for the Fund, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), the execution
capability, financial responsibility and responsiveness of the broker or
dealer and the brokerage and research services provided by the broker or
dealer. Trias generally seeks favorable prices and commission rates that
are reasonable in relation to the benefits received.

Generally, the Fund attempts to deal directly with the dealers who make a
market in the securities involved unless better prices and execution are
available elsewhere. Such dealers usually act as principals for their own
account. On occasion, portfolio securities may be purchased directly from
the United States Treasury. Because the portfolio securities of the Fund
are generally traded on a net basis and transactions in such securities do
not normally involve brokerage commissions, the cost of portfolio
securities transactions of the Fund will consist primarily of dealer and
underwriting spreads.

Trias is specifically authorized to select brokers who also provide
brokerage and research to the Fund and/or other accounts over which Trias
exercises investment discretion and to pay such brokers a commission in
excess of the commission another broker would charge if Trias determines in
good faith that the commission is reasonable in relation to the value of
the brokerage and research services provided. The determination may be
viewed in terms of a particular transaction or Trias's overall
responsibilities with respect to the Fund and to accounts over which it
exercises investment discretion.

Research services include securities and economic analyses, reports on
issuers' financial conditions and future business prospects, newsletters
and opinions relating to interest trends, general advice on the relative
merits of possible investment securities for the Fund and statistical
services and information with respect to the availability of securities or
purchasers or sellers of securities. Although this information is useful
to the Fund and Trias, it is not possible to place a dollar value on it.
Research services furnished by brokers through whom the Fund effects
securities transactions may be used by Trias in servicing all of its
accounts and not all such services may be used by Trias in connection with
the Fund.

NET ASSET VALUE
- ---------------
The NAV of the shares of the Fund is determined as of 11:30 p.m. and 3:00
p.m. Central time, on each Business Day. Business Day means any day on
which the New York Stock Exchange is open except on days on which
Cincinnati or New York banks are closed for holidays. For a description of
the method used to determine the NAV see "Net Asset Value" in the
Prospectus.

Pursuant to Rule 2a-7 promulgated under the 1940 Act, the Fund values its
portfolio securities on an amortized cost basis. The use of the amortized
cost method of valuation involves valuing an instrument at is cost and,
thereafter, assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the
market value of the instrument. Under the amortized cost method of
valuation, neither the amount of daily income nor the NAV of the Fund is
affected by any unrealized appreciation or depreciation of the portfolio.
The Board of Trustees has determined in good faith that utilization of
amortized cost is appropriate and represents the fair value of the
portfolio securities of the Fund.

Pursuant to Rule 2a-7, the Fund maintains a dollar weighed average
portfolio maturity of 90 days or less, purchases only securities having
remaining maturities of one year or less and invests only in United States
dollar-denominated securities determined by the Board of Trustees to be of
high quality and to present minimal credit risks. If a security ceases to
be an eligible security, or if the Board of Trustees believes such security
no longer presents minimal credit risks, the Trustees will cause the Fund
to dispose of the security as soon as practicable. The maturity of U.S.
Government obligations which have a variable rate of interest readjusted no
less frequently then annually will be deemed to be the period of time
remaining until the next readjustment of the interest rate.

The Board of Trustees has established procedures designed to stabilize, to
the extent reasonably possible, the price per share of the Fund as computed
for the purpose of sales and redemptions at $1 per share. The procedures
include review of the Fund's portfolio holdings by the Board of Trustees to
determine whether the Fund's NAV, calculated by using available market
quotations, deviates more than one-half of one percent from $1 per share
and, if so, whether such deviation may result in material dilution or is
otherwise unfair to existing shareholders. In the event the Board of
Trustees determines that such a deviation exists, it will take corrective
action as it regards necessary and appropriate, including the sale of
portfolio securities prior to maturity to realize capital gains or losses
or to shorten average portfolio maturities, the withholding of dividends,
the redemption of shares in kind, or the establishment of a NAV per share
by using available market quotations. The Board of Trustees has also
established procedures designed to ensure that the Fund complies with the
quality requirements of Rule 2a-7.

While the amortized cost method provides certainty in valuation, it may
result in periods during which the value of an instrument, as determined by
amortized cost, is higher or lower than the price the Fund would receive if
it sold the instrument. During periods of declining interest rates, the
daily yield on shares of the Fund may tend to be higher than a like
computation made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices for all
of its portfolio securities. Thus, if the use of amortized cost by the
Fund resulted in a lower aggregate portfolio value on a particular day, a
prospective investor in the Fund would be able to obtain a somewhat higher
yield than would result from investment in a fund utilizing solely market
values, and existing investors would receive less investment income. The
converse would apply in a period of rising interest rates.

TAXES
- -----
The Prospectus describes generally the tax treatment of distributions by
the Fund. This section of the Statement of Additional Information includes
additional information concerning federal taxes.

A Fund's net realized capital gains from securities transactions will be
distributed only after reducing such gains by the amount of any available
capital loss carryforwards. Capital losses may be carried forward to
offset any capital gains for eight years, after which any undeducted
capital loss remaining is lost as a deduction.

A federal excise tax at the rate of 4% will be imposed on the excess, if
any, of the Fund's "required distribution" over actual distributions in any
calendar year. Generally, the "required distribution" is 98% of the Fund's
ordinary income for the calendar year plus 98% of its net capital gains
recognized during the one year period ending on October 31 of the calendar
year plus undistributed amounts from prior years. The Fund intends to make
distributions sufficient to avoid imposition of the excise tax.

The Trust is required to withhold and remit to the U.S. Treasury a portion
(31%) of dividend income on any account unless the shareholder provides a
taxpayer identification number and certifies that such number is correct
and that the shareholder is not subject to backup withholding.

REDEMPTION IN KIND
- ------------------
Although the Trust intends to redeem Fund shares in cash, it reserves the
right under circumstances when the Board of Trustees deems it in the best
interests of the Fund's shareholders, to pay the redemption price in whole
or in part in securities of the Fund taken at current value. If any such
redemption in kind is to be made, the Fund intends to make an election
pursuant to Rule 18f-1 under the 1940 Act. This election will require the
Fund to redeem shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90 day period for any one
shareholder. Should payment be made in securities, the redeeming
shareholder will generally incur brokerage costs in converting such
securities to cash. Portfolio securities which are issued in an "in-kind"
redemption will, to the extent available, be readily marketable.

HISTORICAL PERFORMANCE INFORMATION
- ----------------------------------
Yield quotations on investments in the Fund are provided on both a current
and an effective (compounded) basis. The current yield for the 7 day
period ended 3/31/97 was 5.16%. Current yield is calculated by determining
the net change in the value of a hypothetical account for a seven calendar
day period (base period) with a beginning balance of one share, dividing by
the value of the account at the beginning of the base period to obtain the
base period return, multiplying the result by (365/7) and carrying the
resulting yield figure to the nearest hundredth of one percent. The
effective yield for the 7 day period ended 3/31/97 was 5.29%. Effective
yield reflects daily compounding and is calculated as follows: Effective
yield = (base period return + 1)(365/7)- 1. For purposes of these
calculations, no effect is given to realized or unrealized gains or losses
(the Fund does not normally recognize unrealized gains and losses under the
amortized cost valuation method).

To help investors better evaluate how an investment in the Fund might
satisfy their investment objective, advertisements regarding the Fund may
discuss various measures of Fund performance, including current performance
ratings and/or rankings appearing in financial magazines, newspapers and
publications that track mutual fund performance. Advertisements may also
compare performance (using the calculation methods set forth in the
Prospectus) to performance as reported by other investments, indices and
averages. The performance of the Fund may be compared to that of other
money market mutual funds tracked by mutual fund rating services, various
indices of investment performance or direct investments in United States
government obligations or bank certificates of deposit, or other
investments for which reliable performance data is available. The Fund
performance may also be compared with other well known market rates,
including the Federal Funds rate, or investments for which its
institutional clients request comparative data. The Fund may use the
following publications or indices to discuss or compare Fund
performance:

Donoghue's Money Fund Report provides a comparative analysis of
performance for various categories of money market funds. The Fund
may compare performance with any other individual money market fund
or any of the taxable fund categories.

Federal Reserve Publication H.15 and G.13 Selected Interest Rates
provides weekly and monthly averages of various direct investments
including U.S. Treasury Bills and the Federal Funds rate.

Lipper Fixed Income Fund Performance Analysis measures total return
and average current yield for the mutual fund industry and ranks
individual mutual fund performance over specified time periods
assuming reinvestment of all distributions, exclusive of sales loads.
The Fund may provide comparative performance information appearing in
the Short Term U.S. Government Funds or the Institutional Government
Money Market Funds category.

In assessing such comparisons of performance with indices, averages, other
funds, direct investments or market rates, an investor should keep in mind
that the composition of the investments in the reported funds, indices and
averages is not identical to the Fund's portfolio, that the averages are
generally unmanaged and that the items included in the calculations of such
averages may not be identical to the formula used by the Fund to calculate
its performance. Additionally, some direct investments may be insured by,
or direct obligations of, the U.S. Government, while the Fund is not. In
addition, there can be no assurance that the Fund will continue its
comparative performance record.

TRANSFER AND SHAREHOLDER SERVICE AGENT
- --------------------------------------
As described in the Prospectus, MFL is also the Trust's transfer and
service agent. MFL maintains the records of each shareholder account,
answers shareholders' inquiries concerning their accounts, processes
purchases and redemptions of the Fund's shares, acts as dividend and
distribution disbursing agent and performs other shareholder service
functions.

DISTRIBUTOR
- -----------
Millennium Capital LLC (the "Distributor"), as principal underwriter of the
Trust, is the exclusive agent for distribution of shares of the Fund.
Shares of the Fund are offered on a continuous basis.

CUSTODIAN
- ---------
Fifth Third Bank has been retained to act as Custodian for the Fund's
investments. Fifth Third Bank acts as the Fund's depository, safekeeps its
portfolio securities, collects all income and other payments with respect
thereto, disburses funds as instructed and maintains records in connection
with its duties.

INDEPENDENT PUBLIC ACCOUNTANTS
- ------------------------------
The firm of Arthur Andersen LLP has been selected as independent public
accountants for the Trust for the fiscal year ending September 30, 1997.
Arthur Andersen LLP, 425 Walnut Street, Cincinnati, Ohio, performs an
annual audit of the Trust's financial statements.

LEGAL COUNSEL
- -------------
Legal counsel is provided by Vedder, Price, Kaufman & Kammholz.

15
<PAGE>
<PAGE>

MILLENNIUM INCOME TRUST
TREASURER'S GOVERNMENT MONEY MARKET FUND

ANNUAL REPORT
(AUDITED)

SEPTEMBER 30, 1996

Dear Shareholder,

We are pleased to report on the performance of your investment in the
Treasurers' Government Money Market Fund for the year ended September 30,
1996. During the year the Fund provided competitive money market returns
with maximum safety and liquidity. While the assets have not grown we
remain optimistic that other institutional investors will discover the
benefits of utilizing the Fund to meet cash management goals while also
supporting a woman owned business.

Short-term interest rates remained at historically low levels throughout
1996. In this low rate environment, available money market yields
continued to be relatively modest.

Although past performance is no guarantee of future results, the table
below presents the Fund's 7 day average yields at year end.

7 Day Average Yields (9/30/96)

<TABLE>
<CAPTION>
Current Compound
------- --------
<S> <C> <C>
Treasurers' Government Money Market Fund 5.03% 5.15%

</TABLE>

Thank you for choosing the Treasurers' Government Money Market Fund. We
look forward to the continued opportunity to meet your investment needs.

Janis S. England
Chairman

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of the Treasurers' Government
Money Market Fund of Millennium Income Trust:

We have audited the accompanying statement of assets and liabilities of the
Treasurers' Government Money Market Fund of Millennium Income Trust (a
Massachusetts business trust), including the portfolio of investments as of
September 30, 1996, and the related statement of operations, the statement
of changes in net assets, and the financial highlights for the year then
ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of September 30, 1996, by correspondence with the
custodian. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of the Treasurers' Government Money Market Fund of the Millennium Income
Trust as of September 30, 1996, the results of its operations, the changes
in its net assets, and the financial highlights for the year then ended, in
conformity with generally accepted accounting principles.

/s/ ARTHUR ANDERSEN LLP
----------------------------
Arthur Andersen LLP

Cincinnati, Ohio,
November 27, 1996

STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investment securities at acquisition cost
and value (Note 2) $131,483
Cash 503
Interest receivable 18
Prepaid organizational expenses, net (Note 3) 15,384
--------
Total assets 147,388
--------

LIABILITIES:
Income distribution payable 503
Payable to related party (Note 3) 15,384
--------
Total liabilities 15,887
--------
NET ASSETS $131,501
========
NET ASSETS CONSIST OF CAPITAL SHARES $131,501
========
SHARES OF BENEFICIAL INTEREST OUTSTANDING
(Unlimited number of shares authorized,
no par value) $131,501
========
NET ASSET VALUE, REDEMPTION PRICE AND
OFFERING PRICE PER SHARE (Note 2) $1.00

</TABLE>

PORTFOLIO OF INVESTMENTS
SEPTEMBER 30, 1996

FACE YIELD TO MARKET
AMOUNT REPURCHASE AGREEMENT (1) - 100% MATURITY VALUE
------ -------------------------------- -------- ------
<S> <C> <C> <C>
$131,483 Repurchase Agreement - Fifth Third Bank,
5.00%, dated 9/30/96, due 10/1/96,
repurchase proceeds $131,501 5.088% $131,483
========

Total Investment Securities $131,483
========
</TABLE>

(1) Repurchase agreement is fully collateralized by U.S. Government
obligations

See accompanying Notes to Financial Statements.

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
U.S. government obligations $ 291
Repurchase agreement 5,892
--------
Total Income 6,183
--------
EXPENSES: (NOTE 3)
Management fees 293
Shareholder services and transfer agent fees 117
Registration fees 1,521
Professional fees 3,614
Insurance expense 3,000
Trustees fees and expenses 2,000
Amortization of organization expenses 4,786
Pricing 1,650
--------
Total Expenses 16,981
Less fees waived and expenses reimbursed
by the Manager [16,981]
Total Expenses 0
--------
NET INVESTMENT INCOME AND NET INCREASE IN
NET ASSETS FROM OPERATIONS $ 6,183
========
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
<S> <C>
FROM OPERATIONS, DIVIDENDS AND
CAPITAL SHARE ACTIVITY:
Net investment income $ 6,183
Dividends to shareholders from
investment income [6,183]
Proceeds from shares sold 100,318
Shares issued in reinvestment of dividends 6,183
Less payments for shares redeemed [75,000]
--------
TOTAL INCREASE IN NET ASSETS 31,501
NET ASSETS:
Beginning of period (Note 1) $100,000
--------
End of period $131,501

</TABLE>

See accompanying Notes to Financial Statements.

FINANCIAL HIGHLIGHTS
FOR THE YEAR ENDED SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
<S> <C>
PER SHARE DATA FOR A SHARE OUTSTANDING
THROUGHOUT THE PERIOD
Net asset value at beginning of period $ 1.000
Net investment income .052
Distributions from net investment income (.052)
Net asset value at end of period $ 1.000
========
Total Return (Annualized) 5.27%
========
Net assets at end of period $131,501
RATIOS NET OF EXPENSES WAIVED OR
ABSORBED BY ADVISER (ANNUALIZED) (NOTE 3)
Ratio of net expenses to average net assets 0.00%
Ratio of net investment income to
average net assets 5.25%
RATIOS ASSUMING NO FEE WAIVERS OR ABSORPTION
OF EXPENSES (ANNUALIZED) (NOTE 3)
Ratio of expenses to average net assets 14.42%
Ratio of net investment income to
average net assets [9.17%]

</TABLE>

See accompanying Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996

(1) ORGANIZATION
The Millennium Income Trust (the "Trust") is registered under the
Investment Company Act of 1940, as amended, as an open-end
diversified management investment company established as a
Massachusetts business trust under a Declaration of Trust dated
August 19, 1994. The Trust has established one fund series, the
Treasurers' Government Money Market Fund (the "Fund"). The Trust was
capitalized on January 17, 1995, when 100,000 shares of the Fund were
issued at $1.00 per share to Janis S. England, chairman and
controlling member of Millennium Financial LLC, the Fund's investment
manager. The Fund was effectively in operation for all of 1996 since
it commenced operations on October 2, 1995. The Fund had no
operations prior to the public offering of shares except for the
initial issuance of shares; accordingly no financial statement
information is presented for the period prior to fiscal 1996. The
Fund's investment objective is to seek high current income,
consistent with protection of capital.

(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the Fund's significant accounting
policies:

SECURITY VALUATION - Securities are valued on the amortized cost
basis, which approximates market value. This involves initially
valuing a security at its original cost and thereafter assuming a
constant amortization to maturity of any discount or premium. This
method of valuation is expected to enable the Fund to maintain a
constant net asset value per share.

REPURCHASE AGREEMENTS - Repurchase agreements which are
collateralized by U.S. Government obligations, are valued at cost
which, together with accrued interest, approximates market.
Collateral for repurchase agreements is held in safekeeping in the
customer-only account of the Fund's custodian, at the Federal Reserve
Bank of Cleveland. At the time the Fund enters into a repurchase
agreement, the seller agrees that the value of the underlying
securities, including accrued interest, will be equal to or exceed
the face amount of the repurchase agreement. In the event of a
bankruptcy or other default of the seller of a repurchase agreement,
the Fund could experience both delays in liquidating the underlying
security and losses. These losses would equal the face amount of the
repurchase agreement(s) and accrued interest, net of any proceeds
received in liquidation of the underlying securities. To minimize
the possibility of loss, the Fund enters into repurchase agreements
only with institutions deemed to be creditworthy by the Sub Adviser.

SECURITY TRANSACTIONS - Investment transactions are accounted for on
the trade date. Securities sold are valued on a specific
identification basis.

FUND SHARE VALUATION, INVESTMENT INCOME AND DISTRIBUTIONS TO
SHAREHOLDERS - The net asset value per share of the Fund is
calculated daily by dividing the total value of the Fund's assets,
less liabilities, by the number of shares outstanding. Interest
income is accrued as earned. Distributions from net investment
income are declared daily and paid on or about the first business day
of each month.

ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

FEDERAL INCOME TAX - It is the Fund's policy to comply with the
special provisions of the Internal Revenue Code applicable to
regulated investment companies. As provided therein, in any fiscal
year in which a Fund so qualifies and distributes at least 90% of its
taxable net income, the Fund (but not the shareholders) will be
relieved of Federal income tax on the income distributed.
Accordingly, no provision for income taxes has been made.

In order to avoid imposition of the excise tax applicable to
regulated investment companies, it is also the Fund's intention to
declare as dividends in each calendar year at least 98% of its net
investment income (earned during the calendar year) and 98% of its
net realized capital gains (earned during the twelve months ended
October 31) plus undistributed amounts from prior years.

(3) TRANSACTIONS WITH AFFILIATES
The President of the Trust is the chairman and controlling member of
Millennium Financial LLC ("MFL") the Trust's investment manager and
transfer agent and Millennium Capital LLC ("MCL"), the principal
underwriter for the Trust.

MANAGEMENT AND SUB-ADVISER AGREEMENTS - The Fund's investments are
managed by MFL pursuant to the terms of a management agreement.
Under the terms of the Management Agreement, the Fund pays MFL a fee,
which is computed and accrued daily and paid monthly at the annual
rate of .25% of its average daily net assets. Under a subadvisory
agreement, MFL has retained Midwest Group Financial Services, Inc.
(the "Sub-Adviser") to manage the Fund's investments and provide fund
accounting services. MFL pays the Sub-Adviser a fee equal to an
annual rate of .12% of the Fund's average daily net assets.

Expenses paid by MFL amounting to $23,500, were incurred in
connection with the organization of the Trust and the initial
offering of shares. Such organizational expenses are capitalized and
amortized on a straight-line basis over five years. As of
January 17, 1995, all outstanding shares of the Fund were held by the
chairman and controlling member of MFL, who purchased these initial
shares in order to provide the Trust with its required capital. In

the event any of the initial shares of the Fund are redeemed by the
chairman and controlling member of MFL or by any subsequent owner at
any time prior to the complete amortization of organizational
expenses, the redemption proceeds payable with respect to such shares
will be reduced by the pro rata share of the unamortized deferred
organizational expenses as of the date of such redemption. In order
to reduce the operating expenses of the Fund, MFL voluntarily waived
its advisory fees and absorbed all Fund expenses.

TRANSFER AGENT AND SHAREHOLDER SERVICE AGREEMENT - Under the terms of
the transfer agent and shareholder service agreement MFL maintains
the records of each shareholders' account, answers shareholders'
inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution
disbursing agent and performs other shareholder servicing functions.
MFL receives for its services a fee payable monthly at an annual rate
of .10% of the Fund's average daily net assets. MFL voluntarily
waived its service fees.

MILLENNIUM INCOME TRUST
TREASURERS' GOVERNMENT MONEY MARKET FUND

SEMI-ANNUAL REPORT

(UNAUDITED)

MARCH 31, 1997

Dear Shareholder,

We are pleased to report on the performance of your investment in the
Treasurers' Government Money Market Fund for the six months ended March 31,
1997. During the six months the Fund provided competitive money market
returns with maximum safety and liquidity. While the assets have not grown
we remain optimistic that other institutional investors will discover the
benefits of utilizing the Fund to meet cash management goals while also
supporting a woman owned business.

Short-term interest rates remained at historically low levels throughout
1996. In this low rate environment, available money market yields
continued to be relatively modest.

Although past performance is no guarantee of future results, the table
below presents the Fund's 7 day average yields at year end.

7 Day Average Yields (3/31/97)

<TABLE>
<CAPTION>
Current Compound
------- --------
<S> <C> <C>
Treasurers' Government Money Market Fund 5.16% 5.29%

</TABLE>

Thank you for choosing the Treasurers' Government Money Market Fund. We
look forward to the continued opportunity to meet your investment needs.

Janis S. England
Chairman

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1997

<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Investment securities at acquisition cost
and value (Note 2) $134,792
Cash 533
Interest receivable 19
Prepaid organizational expenses,
net (Note 3) 13,040
--------
Total assets 148,384
--------
LIABILITIES:
Income distribution payable 532
Payable to related party (Note 3) 13,040
--------
Total liabilities 13,572
--------
NET ASSETS $134,812
--------
NET ASSETS CONSIST OF CAPITAL SHARES $134,812
========
SHARES OF BENEFICIAL INTEREST OUTSTANDING
(Unlimited number of shares authorized,
no par value) 134,812
========
NET ASSET VALUE, REDEMPTION PRICE AND
OFFERING PRICE PER SHARE (Note 2) $1.00

</TABLE>

PORTFOLIO OF INVESTMENTS
MARCH 31, 1997

FACE YIELD TO MARKET
AMOUNT REPURCHASE AGREEMENT (1) - 100% MATURITY VALUE
------ -------------------------------- -------- ------
<S> <C> <C> <C>
$131,483 Repurchase Agreement - Fifth Third Bank,
5.09%, dated 3/31/97, due 4/1/97,
repurchase proceeds $134,811 5.088% $134,792
--------
Total Investment Securities $134,792
========

</TABLE>

(1) Repurchase agreement is fully collateralized by U.S. Government
obligations

See accompanying Notes to Financial Statements.

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT INCOME:
Interest Income 3,310
--------
EXPENSES: (NOTE 3)
Management fees 166
Shareholder services and transfer agent fees 66
Registration fees 16
Professional fees 3,291
Insurance expense 1,496
Trustees fees and expenses 1,995
Amortization of organization expenses 2,344
Pricing 1,675
--------
Total Expenses 11,048
--------
Less fees waived and expenses reimbursed
by the Manager (11,048)
--------
Total Expenses 0
--------
NET INVESTMENT INCOME AND
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 3,310
========
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

SIX MONTHS YEAR
ENDED ENDED
3/31/97 9/30/96
---------- -------
<S> <C> <C>
OPERATIONS, DIVIDENDS & CAPITAL SHARE ACTIVITY:
Net investment income $ 3,310 6,183
Dividends to shareholders from
investment income (3,310) (6,183)
Proceeds from shares sold 0 100,318
Shares issued in reinvestment of dividends 3,310 6,183
Less payments for shares redeemed 0 (75,000)
TOTAL INCREASE IN NET ASSETS 3,310 31,501
NET ASSETS:
Beginning of period (Note 1) $131,501 100,000
End of period $134,812 131,501

</TABLE>

See accompanying Notes to Financial Statements.

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Six Months Year
Ended Ended
3/31/97 9/30/96
---------- -------
<S> <C> <C>
Per share data for a share outstanding
Net asset value at beginning of period $ 1.000 $ 1.000
Net investment income .025 .052
Distributions from net investment income (.025) (.052)
Net asset value at end of period $ 1.000 $ 1.000
Total Return (Annualized) 5.00% 5.27%
Ratios net of expenses waived or
absorbed by adviser(1)
Ratio of net expenses to average net assets 0.00% 0.00%
Ratio of net investment income to
average net assets 5.00% 5.25%
Ratios assuming no fee waivers or
expense absorption(1)
Ratio of expenses to average net assets 16.68% 14.42%
Ratio of net investment income to
average net assets (11.68%) (9.17%)
Supplemental data
Net assets at end of period $134,812 $131,501

</TABLE>

(1) Annualized

See accompanying Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997

(2) SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the Fund's significant accounting
policies:

SECURITY TRANSACTIONS - Investment transactions are accounted for on
the trade date. Securities sold are valued on a specific
identification basis.

(3) TRANSACTIONS WITH AFFILIATES

The President of the Trust is the chairman and controlling member of
Millennium Financial LLC ("MFL") the Trust's investment manager and
transfer agent and Millennium Capital LLC ("MCL"), the principal
underwriter for the Trust.

Expenses paid by MFL amounting to $23,500, were incurred in connection
with the organization of the Trust and the initial offering of shares.
Such organizational expenses are capitalized and amortized on a
straight-line basis over five years. As of January 17, 1995, all
outstanding shares of the Fund were held by the chairman and controlling
member of MFL, who purchased these initial shares in order to provide
the Trust with its required capital. In the event any of the initial

shares of the Fund are redeemed by the chairman and controlling member
of MFL or by any subsequent owner at any time prior to the complete
amortization of organizational expenses, the redemption proceeds payable
with respect to such shares will be reduced by the pro rata share of the
unamortized deferred organizational expenses as of the date of such
redemption. In order to reduce the operating expenses of the Fund, MFL
voluntarily waived its advisory fees and absorbed all Fund expenses.

TRANSFER AGENT AND SHAREHOLDER SERVICE AGREEMENT - Under the terms of
the transfer agent and shareholder service agreement MFL maintains
the records of each shareholder's account, answers shareholders'
inquiries concerning their accounts, processes purchases and
redemptions of the Fund's shares, acts as dividend and distribution
disbursing agent and performs other shareholder servicing functions.
MFL receives for its services a fee payable monthly at an annual rate
of .10% of the Fund's average daily net assets. MFL voluntarily
waived its service fees.

17
<PAGE>
<PAGE>

PART C: OTHER INFORMATION
- --------------------------

Item 24. Financial Statements and Exhibits:
- ------- ---------------------------------

(a) Financial Statements
--------------------

Part A:

Financial Highlights

Part B:

Report of Independent Public Accountants
Statement of Assets and Liabilities at September 30, 1996
Portfolio of Investments at September 30, 1996
Statement of Operations for the Year Ended September 30, 1996
Statement of Changes in Net Assets for the Year Ended
September 30, 1996
Financial Highlights
Notes to Financial Statements -- September 30, 1996

Statement of Assets and Liabilities at March 31, 1997
(unaudited)
Portfolio of Investments at March 31, 1997
Statement of Operations for the Six Months Ended March 31, 1997
Statement of Changes in Net Assets for the Six Months Ended
March 31, 1997
Financial Highlights
Notes to Financial Statements -- March 31, 1997

(b) Additional Exhibits
-------------------

<TABLE>
<CAPTION>
<S> <C>
(1) Agreement and Declaration of Trust(1)
(2) By-Laws(2)
(3) Not applicable
(4) Not applicable
(5) Form of Advisory Agreement
(6) Form of Underwriting Agreement
(7) Not applicable
(8) Form of Custodian Agreement(2)
(9)(a) Form of Transfer Agency Agreement(1)
(9)(b) Form of Administration Agreement
(9)(c) Form of Accounting Services Agreement
(10) Not applicable
(11) Consent of Independent Public Accountants
(12) Not applicable
(13) Form of Subscription Agreement(2)
(14) Not applicable

C-1

(15) Not applicable
(16) Schedule for Performance Quotations
(18) Not applicable
(19) Powers of Attorney
(27) Financial Data Schedule

</TABLE>

(1) Incorporated by reference from the initial Registration
Statement filed on Form N-1A on or about October 12, 1994.

(2) Incorporated by reference from Pre-Effective Amendment No. 1
filed on Form N-1A on or about February 21, 1995.

Item 25. Persons Controlled by or Under Common Control With Registrant.
- ------- -------------------------------------------------------------

Janis S. England is the sole shareholder of the Registrant.

The Registrant retains Millennium Financial LLC ("MFL") to act as the
Registrant's Administrator and Transfer Agent. MFL is an Illinois limited
liability company organized on January 1, 1994. MFL is controlled by
Janis S. England.

Millennium Capital LLC ("MCL") is the principal underwriter for the
Registrant. MCL is an Illinois limited liability company organized on
March 9, 1994. MCL is controlled by Janis S. England.

Item 26. Number of Holders of Securities:
- ------- -------------------------------

As of June 1, 1997:

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Treasurers' Government Money Market Portfolio 1

</TABLE>

Item 27. Indemnification:
- ------- ---------------

Article VIII of the Agreement of Declaration of Trust filed as Exhibit 1 to
the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933
may be permitted to trustees, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or
otherwise, the Registrant is aware that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Act and, therefore, is unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by trustees, directors,
officers or controlling persons of the Registrant in connection with the
successful defense of any act, suit or proceeding) is asserted by such

C-2

trustees, directors, officers or controlling persons in connection with the
shares being registered, the 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 indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issues.

Item 28. Business and Other Connections of Investment Adviser:
- ------- -----------------------------------------------------

Trias Capital Management, Inc. is a registered investment adviser providing
investment advice to the Registrant.

Position with Other Business, Profession,
Name Adviser Vocation or Employment
---- ------------- ---------------------------
<S> <C> <C>
James A. Casselberry, Jr. Chairman None

Michael L. Lucas President None

Nora J. Bustamante COO None

Joseph A. Cari, Jr. Director Partner, Ungaretti & Harris

</TABLE>

Item 29. Principal Underwriters:
- ------- ----------------------

(a) None.

(b) MCL acts as principal underwriter of the Registrant. Information
about the officers and members of MCL is as follows:

Name and Positions and Offices Positions and Offices
Principal Business Address With Underwriter With Registrant
- -------------------------- --------------------- ---------------------
<S> <C> <C>
Janis S. England Chairman and Trustee and Treasurer
10814 Bull Valley Road Managing Member
Woodstock, IL 60098

John A. Lancaster Vice President and None
10814 Bull Valley Road Member
Woodstock, IL 60098
</TABLE>

C-3

Item 30. Location of Accounts and Records:
- ------- --------------------------------

All such accounts, books and other documents are maintained (i) at the
offices of Registrant's investment adviser, Trias Capital Management, Inc.;
(ii) at the offices of Registrant's distributor, Millennium Capital LLC or
at the offices of the Registrant's Administrator and Transfer Agent,
Millennium Financial LLC, 10814 Bull Valley Road, Woodstock, Illinois
60098; (iii) at the offices of Registrant's custodian, The First Third
Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263; or (iv) at the
offices of the Registrant's accountant, Countrywide Fund Services, Inc.,
321 Walnut Street, 21st Floor, Cincinnati, Ohio 45202.

Item 31. Management Services.
- ------- -------------------

Not applicable.

Item 32. Undertakings:
- ------- ------------

(a) Not applicable.

(b) Not applicable.

(c) Registrant hereby undertakes, if requested to do so by holders of at
least 10% of the registrant's outstanding shares, to call a meeting
of shareholders for the purpose of voting upon the question of
removal of a trustee or trustees and to assist in communications with
other shareholders as required by Section 16(c) of the Act.

C-4

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized in the City of Chicago, and State of Illinois on
the 27th day of May 1997.

MILLENNIUM INCOME TRUST

By:/s/ JAMES A. CASSELBERRY, JR.
--------------------------------------
James A. Casselberry, Jr.,President

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.

/s/ JAMES A. CASSELBERRY, JR. Chairman of the Board, Trustee and
- ------------------------------- President (Chief Executive Officer)
James A. Casselberry, Jr.

/s/ JANIS S. ENGLAND Trustee, Treasurer
- ------------------------------- (Chief Financial Officer and Chief
Janis S. England Accounting Officer)

/s/ MARJORIE H. O'LAUGHLIN Trustee
- -------------------------------
Marjorie H. O'Laughlin

/s/ COURTNEY C. SHEA Trustee
- -------------------------------
Courtney C. Shea

/s/ SALLY M. TASSANI Trustee
- -------------------------------
Sally M. Tassani

/s/ BARBARA E. WALLACE Trustee
- -------------------------------
Barbara E. Wallace

EXHIBIT INDEX
-------------

Page No.
--------

(1) Incorporated by reference from the initial Registration
Statement filed on Form N-1A on or about October 12, 1994.

(2) Incorporated by reference from Pre-Effective Amendment No. 1
filed on Form N-1A on or about February 21, 1995.

<PAGE>

ADVISORY AGREEMENT

AGREEMENT made as of this _____th day of _________, 1997, by and between
Millennium Income Trust, a Massachusetts business trust (the "Trust"),and
Trias Capital Management, Inc., an Illinois corporation (the "Advisor").

WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, the units of
beneficial interest ("Shares") of which are registered or are to be
registered under the Securities Act of 1933; and

WHEREAS, the Trust is authorized to issue Shares in separate series with
each such series representing the interests in a separate portfolio of
securities and other assets; and

WHEREAS, the Trust currently offers Shares in one portfolio, designated the
Treasurers' Government Money Market Fund, herein referred to as the
"Initial Portfolio," together with any other Trust portfolios which may be
established later and served by the Advisor hereunder, being herein
referred to collectively as the "Portfolios" and individually referred to
as a "Portfolio"; and

WHEREAS, the Trust desires at this time to retain the Advisor to render
investment advisory services to the Initial Portfolio, and the Advisor is
willing to render such services;

NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as
follows:

1. Appointment. The Trust hereby employs the Advisor to act as
the investment advisor for the Initial Portfolio and any other Portfolios
which become subject to this Agreement pursuant to the provisions of
Section 10 hereunder and to manage the investment and reinvestment of the
assets of such Portfolios in accordance with applicable investment
objectives, policies and restrictions, and subject to the supervision of
the Trust's Board of Trustees ("Trustees") for the period and upon the
terms herein set forth. The Advisor accepts such employment and agrees to
render such services described in Section 2 of this Agreement for the
compensation set forth in Section 3 of, and Exhibit A to, this Agreement.

2. Services of Advisor. Subject always to the supervision of the
Trustees, Advisor will furnish an investment program in respect of, and
make investment decisions for all assets of the Portfolio and place all
orders for the purchase and sale of securities, all on behalf of the
Portfolio. In the performance of its duties, the Advisor will monitor the
Portfolio's investments and; (a) will conform with all restrictions of the
Trust's Declaration of Trust and By-Laws, the stated investment objectives,
polices, restrictions and procedures of the Portfolios adopted by the
Trustees and set forth in the Trust's Prospectus, Statement of Additional
Information and any resolutions of the Trustees, and all applicable Rules
and Regulations of the Securities and Exchange Commission and in addition
will conduct its activities under this Agreement in accordance with any
applicable regulations of any governmental authority pertaining to its
<PAGE>
<PAGE>

investment advisory activities. The Advisor will report to the Trustees
with respect to the implementation of such program.

Advisor represents that it is an investment advisor registered under
the Investment Advisors Act of 1940 (the "Advisors Act") and other
applicable Laws and that the statements contained in the Advisor's
registration under the Advisors Act on Form ADV, as of the date hereof, are
true and correct and do not omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not
misleading. The Advisor agrees to maintain the completeness and accuracy
of its registration on Form ADV, in accordance with all legal requirements
relating to that Form. The Advisor acknowledges that it is an "investment
advisor" to the Portfolio within the meaning of the 1940 Act and the
Advisors Act.

Advisor further agrees that it:

a. will use the same skill and care in providing such
services as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;

b. will place orders pursuant to its investment
determinations for the Portfolio either directly with the issuer or
with any broker or dealer. In placing orders with brokers and
dealers, Advisor will attempt to obtain the best combination of
prompt execution of orders in an effective manner and at the most
favorable price. Consistent with this obligation, when the execution
and price offered by two or more brokers or dealers are comparable
Advisor is hereby authorized, in its discretion, to purchase and sell
portfolio securities to and from brokers and dealers who provide
Advisor with research advice and other services. In no instance will
portfolio securities be purchased from or sold to Advisor or any
affiliated person of the Trust except as may be permitted under the
1940 Act;

c. will make available appropriate persons for reviewing
with representatives of the Trustees on a regular basis at reasonable
times the management of the Portfolio, the performance of the
Portfolio in relation to standard industry indices, interest rate
considerations and general conditions affecting the marketplace and
will provide various other reports from time to time as reasonably
requested by the Trustees;

d. will treat confidentially and as proprietary information
provided by the Trust and all records and other information relative
to the Trust, and will not use such records and information for any
purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing
by the Trust which approval shall not be unreasonably withheld and
may not be withheld either where the Advisor may be exposed to civil
or criminal contempt proceedings for failure to comply, or when
requested to divulge such information by duly constituted
authorities, or when so requested by the Trust;

e. will immediately notify the Trustees in the event that
the Advisor or any of its affiliates: (i) becomes subject to a
statutory disqualification that prevents the Advisor from serving

2
<PAGE>
<PAGE>

pursuant to this Agreement; or (ii) is or expects to become the
subject of an administrative proceeding or enforcement action by the
SEC or other regulatory authority. The Advisor has provided the
information about itself set forth in the Registration Statement and
acknowledges that, as of the date hereof, it is true and correct and
contains no material misstatement or omission, and the Advisor
further agrees to notify the Trustees or their representative
immediately of, (i) any material fact known to the Advisor respecting
or relating to the Advisor that is not contained in the Prospectus or
Statement of Additional Information of the Trust or any amendment or
supplement thereto, if the omission of such would make such document
misleading, or (ii) any statement therein that becomes untrue in any
material respect.

f. will surrender promptly to the Trust any records or
copies of records maintained for the Trust upon the Trust's request
and will preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act and to preserve the records required by Rule 204-2 under
the Advisors Act for the periods specified in the Rule.

g. furnish office facilities, equipment and general clerical
services for the Trust, and, if desired by the Trust, permit members
or employees of the Advisor to serve without compensation from the
Trust, as trustees, officers or agents of the Trust if duly elected
or appointed to such positions and subject to their individual
consent and to any limitations imposed by law.

h. furnish the Trustees such periodic and special reports as
the Board may request; and provide such other services reasonably
requested by the Trust.

The Advisor shall for all purposes herein provided be deemed to be an
independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust. Although the
Advisor's activities are subject to oversight by the Board of Trustees
neither the Board or its officers evaluates the investment merits of the
Advisor's individual security selections.

3. Advisory Fee. For the services and facilities described in
Section 2, the Trust will accrue daily and pay monthly a fee to Advisor at
the annual rate applied to the value of that Portfolio's daily average net
assets as set forth in Exhibit A. The value of the Portfolio's net assets
will be computed in the manner described in the Trust's current Prospectus
and/or Statement of Additional Information. On each day the net asset
value is not calculated, the net asset value of a Portfolio shall be deemed
to be the net asset value as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing
computations. The fee for a given month shall be paid on the first
business day of the following month. For the month and year in which this
Advisory Agreement (the "Agreement") becomes effective or terminates, there
shall be an appropriate proration on the basis of the number of days that
the Agreement is in effect during the month and year, respectively. The
services of the Advisor to the Trust under this Agreement are not to be
deemed exclusive, and the Advisor shall be free to render similar services

3
<PAGE>
<PAGE>

or other services to others. From time to time the Advisor may agree to
waive a portion or all of its fee, in the Advisor's sole discretion.

4. Expenses. The Advisor will pay all expenses incurred by it in
connection with its activities under this Agreement. The Advisor shall not
be required to pay and the Trust shall assume and pay the charges and
expenses of its operations, including but not limited to expenses for
services rendered by a custodian for the safekeeping of the Fund's
securities or other property, compensation of the trustees (other than
those affiliated with the Advisor or the Administrator), charges and
expenses of independent auditors, of legal counsel, of any transfer or
dividend disbursing agent, any registrar of the Fund, costs of acquiring
and disposing of portfolio securities, interest, if any, on obligations
incurred by the Fund, costs of pricing services to obtain valuations of
portfolio securities, costs of share certificates and reports, insurance
premiums, membership dues in the Investment Company Institute or any
similar organization, reports and notices to shareholders, stationery,
printing, postage, other like miscellaneous expenses and all taxes and fees
payable to federal, state or other government agencies on account of the
registration of securities issued by the Trust, filing of corporate
documents or otherwise. The Trust shall not pay or incur any obligation
for any expenses for which the Trust intends to seek reimbursement from the
Advisor as herein provided without first obtaining the written approval of
the Advisor. From time to time the Advisor may agree to reimburse the
Trust additional expenses or waive a portion or all of its fee payable
pursuant to Section 4, in the sole discretion of the Advisor.

If expenses borne by the Trust for any Portfolio which the Advisor
manages in any fiscal year (including the Advisor's fee, but excluding
interest, taxes, fees incurred in acquiring and disposing of portfolio
securities and, to the extent permitted, extraordinary expenses) exceed the
expense limitation imposed by any state having jurisdiction over the Trust,
the Advisor will reimburse the Trust to the extent required by state law.
Notwithstanding anything in the foregoing to the contrary, the Advisor
shall not be obligated to reimburse a Portfolio in an amount exceeding its
Advisor Fee for the period received from such Portfolio unless required to
do so under applicable state law.

5. Services to Others. The Advisor may act as an investment
advisor to other managed accounts, including other investment companies.
The Trust has no objection to the Advisor's acting in such capacities,
provided that whenever the Portfolio and one or more investment companies
or accounts advised by the Advisor have available funds for investment,
investments suitable and appropriate for each will be allocated in a manner
which in the opinion of the Advisor is the most equitable for the Portfolio
and all other companies or accounts concerned. The Trustees have been
advised that in some cases this procedure may adversely affect the size of
the position that the Portfolio may obtain in a particular security. In
addition, the Trustees have been advised, that the persons employed by the
Advisor to assist in the Advisor's duties under this Agreement will not
devote their full time to such service and nothing contained in this
Agreement will be deemed to limit or restrict the right of Advisor or any
of its affiliates to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.

4
<PAGE>
<PAGE>

6. Custody of Portfolio Assets. Advisor hereby agrees that
(i) the Trust shall be responsible for making custodial arrangements for
the Portfolio; and (ii) all assets in respect of which the Advisor shall
provide services pursuant to this Agreement shall be the property of the
Trust and all investments capable of registration will be registered in the
name of the Trust or the Trust's Custodian; and (iii) all certificates and
documents of title relating to any such assets (whether or not in
registered form) will be held for safekeeping by the Trust's Custodian.

The Trust hereby authorizes the Advisor to give such instructions to
the Trust's Custodian for delivery of all documents relating to title,
rights and privileges attaching to investments as is necessary in
connection with any services provided by the Advisor under this Agreement.

7. Limitation of Liability of Advisor. The Trust will not take
any action against the Advisor to hold the Advisor liable for any error of
judgment or mistake of law or for any loss or failure to take profit or
advantage in connection with the performance of the Advisor's duties under
this Agreement, except a loss resulting from Advisor's willful misfeasance,
bad faith, or gross negligence in the performance of its duties under this
Agreement. In addition, the Advisor shall not be liable for any act or
failure to act by the Trust's Custodian. The Advisor agrees to indemnify
the Trust against any claim against, loss to or liability of the Trust
(including reasonable attorneys fees) arising out of any action on the part
of the Advisor which constitutes willful misfeasance, bad faith or gross
negligence.

8. Term; Termination; Amendment. This Agreement shall become
effective with respect to the Initial Portfolio on the date hereof and
shall remain in full force for two years from the effective date unless
sooner terminated as hereinafter provided. This Agreement shall continue
in force from year to year thereafter with respect to the Initial Portfolio
and each other Portfolio to which the Agreement shall have become
applicable, but only so long as such continuance is specifically approved
for each Portfolio at least annually in the manner required by the
Investment Company Act of 1940 and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not
approved for a Portfolio, the Advisor may continue to serve in such
capacity for such Portfolio in the manner and to the extent permitted by
the Investment Company Act of 1940 and the rules and regulations
thereunder.

This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any
penalty by the Trust or by the Advisor on sixty (60) days written notice to
the other party. The Trust may effect termination with respect to any
Portfolio by action of the Board of Trustees or by vote of a majority of
the outstanding voting securities of such Portfolio.

This Agreement may also be terminated with respect to any Portfolio
at any time, without the payment of any penalty by the Trust, in the event
that it shall have been established by a court of competent jurisdiction
that the Advisor or any officer or member of the Advisor has taken any
action which results in a breach of the covenants of the Advisor set forth
herein.

5
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<PAGE>

The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the Investment
Company Act of 1940 and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the Advisor to
receive payments on any unpaid balance of the compensation described in
Section 3 earned prior to such termination.

9. Amendment of this Agreement. As to each Portfolio of the Fund,
this Agreement may be amended only by an instrument in writing signed by
the party against which enforcement of the amendment is sought. An
amendment of this Agreement affecting a Portfolio hereunder shall not be
effective until approved in the manner required by the Investment Company
Act of 1940 and the rules and regulations thereunder.

10. Additional Portfolios. In the event that the Trust establishes
one or more portfolios other than the Initial Portfolio with respect to
which it desires to engage the Advisor to render investment advisory and
management service hereunder, it shall notify the Advisor of such desire.
If the Advisor is willing to render such services and the Trust and the
Advisor agree upon the management fee rates (including breakpoints) to be
payable by such portfolio or portfolios, the Advisor and the Trust shall
each execute an amendment to Exhibit A of this Agreement setting forth the
agreed upon fee rates, whereupon such portfolio or portfolios shall become
a Portfolio or Portfolios hereunder.

11. Affiliations. Subject to applicable statutes and regulation,
it is understood that trustees, officers or agents of the Trust are or may
be interested in the Advisor as members, officers, agents or otherwise, and
that the members, officers and agents of the Advisor may be interested in
the Trust otherwise than as a trustee, officer or agent.

12. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

13. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at
its principal place of business or such other address as either party may
designate for the receipt of such notice.

14. Applicable Law. This Agreement will be construed in accordance
with applicable federal law and the laws of the State of Illinois.

15. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provision hereof or otherwise affect their construction or effect.

16. Disclaimer of Liability. A copy of the Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts and notice
is hereby given to Advisor that this Agreement has been executed on behalf
of Fund by the undersigned officer of Fund in her capacity as an officer of

6
<PAGE>
<PAGE>

Fund. The Advisor agrees that the obligations assumed by the Trust
pursuant to this Agreement shall be limited in any case to the Trust and
its assets and that the Advisor shall not seek satisfaction of any such
obligations from the Shareholders of the Trust, the Trustees, officers,
employees or agents of the Trust or any of them individually.

IN WITNESS WHEREOF, the Trust and the Advisor have caused this
Agreement to be executed as of the day and year first above written.

MILLENNIUM INCOME TRUST

By:______________________________

ATTEST:

________________________

TRIAS CAPITAL MANAGEMENT, INC.

By:______________________________

ATTEST:

________________________

EXHIBIT A

ADVISOR'S RATE OF FEE IN
ACCORDANCE WITH SECTION 4
PORTFOLIO OF THIS AGREEMENT
- --------- -------------------------

Treasurer's Government Portfolio .20%

<PAGE>
EXHIBIT 6

UNDERWRITING AGREEMENT

AGREEMENT made this ____th day of __________, 1997, between Millennium
Income Trust, a Massachusetts business trust (hereinafter called the
"Fund"), and Millennium Capital LLC, an Illinois limited liability company
(hereinafter called the "Underwriter");

WITNESSETH:

In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:

1. The Fund hereby appoints the Underwriter as its agent for the
distribution of units of beneficial interest (hereinafter called "shares")
of any of the Fund's authorized Portfolios in jurisdictions wherein shares
of the Fund may be legally offered for sale; provided, however, that the
Fund in its absolute discretion may issue or sell shares directly to
holders of shares of the Fund upon terms and conditions and for such
consideration, if any, as it may determine, whether in connection with the
distribution of subscription or purchase rights, the payment or
reinvestment of dividends or distributions, or otherwise.

2. The Underwriter hereby accepts appointment as agent for the
distribution of the shares of the Fund and agrees that it will use its best
efforts with reasonable promptness to sell such part of the authorized
shares of the Fund remaining unissued as from time to time shall be
effectively registered under the Securities Act of 1933 ("Securities Act"),
at prices determined as hereinafter provided and on terms hereinafter set
forth, all subject to applicable federal and state laws and regulations and
to the Declaration of Trust and Bylaws of the Fund and in accordance with
the then effective registration statement ("Registration Statement") of the
Fund under the Securities Act (and related prospectus).

3. The Fund agrees that it will use its best efforts to keep
effectively registered under the Securities Act for sale as herein
contemplated such shares as the Underwriter shall reasonably request and as
the Securities and Exchange Commission shall permit to be so registered.

4. Notwithstanding any other provision hereof, the Fund may
terminate, suspend or withdraw the offering of shares whenever, in its sole
discretion, it deems such action to be desirable.

5. The Underwriter shall hold itself available to receive or will
arrange for the receipt of orders for the purchase of shares of each
Portfolio and shall have authority to receive and accept or reject, or
arrange for the receipt and acceptance of, such orders in accordance with
the provisions hereof and the then effective Registration Statement of the
Fund.

6. Shares of the Fund offered for sale or sold by the Underwriter
shall be so offered or sold at a price per share determined in accordance
with the Fund's then current prospectus relating to the sale of such shares
except as departure from such prices shall be permitted by the rules and
regulations of the Securities and Exchange Commission; provided, however,
that any public offering price for shares of the Fund shall be the net
asset value per shares. The net asset value per share shall be determined
in the manner and at the times set forth in the then effective Registration
Statement (and related prospectus) relating to such shares.

7. The price the Fund shall receive for all shares purchased from the
Fund shall be the net asset value used in determining the public offering
price applicable to the sale of such shares.

8. The Underwriter shall arrange to have the transfer agent issue and
deliver on behalf of the Fund such confirmations of sales made by it as
agent pursuant to this agreement as may be required. At or prior to the
time of issuance of shares, the Underwriter will cause to be paid to the
Fund the amount due the Fund for the sale of such shares. Shares shall be
registered on the transfer books of the Fund in such names and
denominations as the Underwriter may specify.

9. The Fund will execute any and all documents and furnish any and
all information which may be reasonably necessary in connection with the
qualification of its shares for sale in such states as the Underwriter may
reasonably request (it being understood that the Fund shall not be required
without its consent to comply with any requirement which in its opinion is
unduly burdensome).

10. The Fund will furnish to the Underwriter from time to time such
information with respect to the Fund and its shares as the Underwriter may
reasonably request for use in connection with the sale of shares of the
Fund. The Underwriter agrees that it will not use or distribute or
authorize the use, distribution or dissemination by others in connection
with the sale of such shares any statements, other than those contained in
the Fund's current prospectus or statement of additional information,
except such supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations, and that it will furnish
the Fund with copies of all such material.

11. The Underwriter shall order shares of the Fund from the Fund only
to the extent that it shall have received purchase orders therefor. The
Underwriter will not make, or authorize any others to make, any short sales
of shares of the Fund.

12. The Underwriter, as agent of and for the account of the Fund, may
repurchase the shares of the Fund as such prices and upon such terms and
conditions as shall be specified in the current prospectus or statement of
additional information of the Fund.

13. In selling or reacquiring shares of the Fund for the account of
the Fund, the Underwriter will in all respects conform to the requirements
of all state and Federal laws and the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., relating to such sale or
reacquisition, as the case may be, and will indemnify and save harmless the

Fund from any damage or expense resulting from the gross negligence of the
Underwriter, or any employee, representative or agent of the Underwriter.
The Underwriter will observe and be bound by all the provisions of the
Declaration of Trust and Bylaws of the Fund (and of any fundamental
policies adopted by the Fund pursuant to the Investment Company Act of 1940
and set forth in the Registration Statement, or as to which notice shall
otherwise have been given to the Underwriter) which at any time in any way
require, limit, restrict or prohibit or otherwise regulate any action on
the part of the Underwriter.

14. The Underwriter will require each of its employees, agents or
representatives to conform to the provisions hereof and the Registration
Statement (and related prospectus) at the time in effect under the
Securities Act with respect to the public offering price of the Fund's
shares, and neither the Underwriter nor any such employees, agents or
representatives shall withhold the placing of purchase orders so as to make
a profit thereby.

15. The Fund will pay or cause to be paid expenses (including the
fees and disbursements of its own counsel) and all taxes and fees payable
to the federal, state or other governmental agencies on account of the
registration or qualifications of securities issued by the Fund or
otherwise. The Fund will also pay or cause to be paid expenses incident to
the issuance of shares of beneficial interest, such as the cost of share
certificates, issues taxes and fees of the transfer agent. The Underwriter
will pay all expenses (other than expenses which one or more dealers may
bear pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the shares issued or sold hereunder, including, without
limiting the generality of the foregoing, all expenses of printing and
distributing any prospectus and of preparing, printing and distributing or
disseminating any other literature, advertising and selling aids in
connection with the offering of the shares for sale (except that such
expenses need not include expenses incurred by the Fund in connection with
the preparation, typesetting, printing and distribution of any registration
statement or report or other communication to shareholders in their
capacity as such) and expenses of advertising in connection with such
offering.

16. This agreement shall become effective on the date hereof and
shall continue in effect for two years after the effective date and from
year to year thereafter, but only so long as such continuance is approved
in the manner required by the Investment Company Act of 1940. Either party
hereto may terminate this agreement on any date by giving the other party
at least six months prior written notice of such termination specifying the
date fixed therefor. Without prejudice to any other remedies of the Fund
in any such event the Fund may terminate this agreement at any time
immediately upon any failure of fulfillment of any of the obligations of
the Underwriter hereunder.

17. This agreement shall automatically terminate in the event of its
assignment.

18. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at its
principal place of business or such other address as such other party may
designate for the receipt of such notice.

19. This Agreement shall be construed in accordance with applicable
federal law and the laws of the State of Illinois, except Section 20 which
shall be construed in accordance with the laws of the Commonwealth of
Massachusetts.

20. A copy of the Declaration of Trust is on file with the Secretary
of the Commonwealth of Massachusetts and notice is hereby given to
Underwriter that this Agreement has been executed on behalf of Fund by the
undersigned officer of Fund in her capacity as an officer of Fund. The
Underwriter agrees that the obligations assumed by the Trust pursuant to
this Agreement shall be limited in any case to the Trust and its assets and
that the Underwriter shall not seek satisfaction of any such obligations
from the Shareholders of the Trust, the Trustees, officers, employees or
agents of the Trust or any of them individually.

IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
agreement to be executed on its behalf by an officer thereunto duly
authorized as of the day and year first written.

MILLENNIUM INCOME TRUST

By: __________________________
ATTEST:

____________________________

MILLENNIUM CAPITAL LLC

By: ___________________________

ATTEST:

____________________________

<PAGE>

EXHIBIT 9(b)

ADMINISTRATION AGREEMENT

AGREEMENT made as of this _____th day of _________, 1997, by and
between Millennium Income Trust, a Massachusetts business trust (the
"Trust"), and Millennium Financial LLC, an Illinois limited liability
company (the "Administrator");

WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, the units of
beneficial interest, ("Shares") of which are registered or are to be
registered under the Securities Act of 1933; and

WHEREAS, the Trust is authorized to issue Shares in separate series
with each such series representing the interests in a separate portfolio of
securities and other assets; and

WHEREAS, the Trust intends initially to offer Shares in one
portfolio, designated the Treasurers' U. S. Government Securities
Portfolio, herein referred to as the "Initial Portfolio," together with any
other Trust portfolios which may be established later and served by the
Administrator hereunder, being herein referred to collectively as the
"Portfolios" and individually referred to as a "Portfolio"; and

WHEREAS, the Trust desires at this time to retain the Administrator
to render administrative services to the Initial Portfolio, and the
Administrator is willing to render such services;

NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as
follows:

1. Appointment. The Trust hereby employs Millennium Financial LLC
to act as the Administrator for the Initial Portfolio and any other
Portfolios which become subject to this Agreement pursuant to the
provisions of Section 13 hereunder and to manage its business affairs to
the extent requested by and subject to the supervision of the Trust's Board
of Trustees ("Trustees") for the period and upon the terms herein set
forth. The Administrator accepts such employment and agrees to render such
services described in Section 2 of this Agreement for the compensation set
forth in Section 4 of, and Exhibit A to, this Agreement.

2. Services as Administrator. Subject always to the supervision
of the Trustees, Administrator agrees that it will comply with all
restrictions of the Trust's Declaration of Trust and By-Laws, the Trust's
Prospectus, Statement of Additional Information and any resolutions of the
Trustees, and all applicable rules and regulations of the Securities and
Exchange Commission;

The Administrator also agrees to provide executive and
administrative services necessary to manage the business affairs of
the Fund including:

(a) review of proposals and contracts of all third-party
providers to the Trust and provide recommendations to the Board of
Trustees to change or continue such contracts;
<PAGE>
<PAGE>

(b) periodic review of vendors' compliance with the Trust's
Declaration of Trust and By-Laws, the stated investment objectives,
policies, restrictions and procedures of the Portfolios adopted by
the Trustees and set forth in the Trust's Prospectus, Statement of
Additional Information and any resolutions of the Trustees, and all
applicable rules and regulations of the Securities and Exchange
Commission but such review shall not relieve any vendor of its
primary responsibility for assuring such compliance;

(d) prepare and supervise the printing and mailing of reports
to shareholders;

(e) review bills and authorize payments;

(f) recommend limits and acquire required fidelity bonds;

(g) prepare materials for meetings of the Board of Trustees;

(h) prepare and/or file required reports with the state of
Massachusetts and the SEC;

(i) determine number of shares of the Trust to register in
each state based on the advisor's or distributors sales projections
and prepare and/or file documents with states to maintain appropriate
securities registrations;

(j) if desired by the Trust, permit members or employees of
the Administrator to serve without compensation from the Trust, as
trustees, officers or agents of the Trust if duly elected or
appointed to such positions and subject to their individual consent
and to any limitations imposed by law;

(k) provide such other services as may be reasonably
requested by the Trust.

The Administrator shall for all purposes herein provided be deemed to
be an independent contractor and, unless otherwise expressly provided or
authorized, shall have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust. It is understood and
agreed that the Administrator, by separate agreements with the Trust, may
also serve the Trust in other capacities.

3. Administration Fee. For the services described in Section 2,
the Trust will accrue daily and pay monthly a fee to Administrator at the
annual rate applied to the value of that Portfolio's daily average net
assets as set forth in Exhibit A. The value of the Portfolio's net assets
will be computed in the manner described in the Trust's current Prospectus
and/or Statement of Additional Information. On each day the net asset
value is not calculated, the net asset value of a Portfolio shall be deemed
to be the net asset value as of the close of business on the last day on
which such calculation was made for the purpose of the foregoing
computations. The fee for a given month shall be paid on the first

2
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<PAGE>

business day of the following month. For the month and year in which this
Administration Agreement (the "Agreement") becomes effective or terminates,
there shall be an appropriate proration on the basis of the number of days
that the Agreement is in effect during the month and year, respectively.
The services of the Administrator to the Trust under this Agreement are not
to be deemed exclusive, and the Administrator shall be free to render
similar services or other services to others.

4. Expenses. The Administrator shall not be required to pay and
the Trust shall assume and pay the charges and expenses of its operations,
including but not limited to expenses for services rendered by an
investment adviser, a custodian for the safekeeping of the Fund's
securities or other property, compensation of the trustees (other than
those affiliated with the Administrator or Trias Capital Management, Inc.),
charges and expenses of independent auditors, of legal counsel, of any
transfer or dividend disbursing agent, any registrar of the Fund, costs of
acquiring and disposing of portfolio securities, interest, if any, on
obligations incurred by the Fund, costs of pricing services to obtain
valuations of portfolio securities, costs of share certificates and
reports, insurance premiums, membership dues in the Investment Company
Institute or any similar organization, reports and notices to shareholders,
stationery, printing, postage, other like miscellaneous expenses and all
taxes and fees payable to federal, state or other government agencies on
account of the registration of securities issued by the Trust, filing of
corporate documents or otherwise. The Trust shall not pay or incur any
obligation for any expenses for which the Trust intends to seek
reimbursement from the Administrator as herein provided without first
obtaining the written approval of the Administrator. From time to time the
Administrator may agree to waive a portion or all of its fee payable
pursuant to Section 4, in the sole discretion of the Administrator.

5. Use of Name. Millennium Financial LLC hereby licenses the use
of the name "Millennium," "Millennium Income" or any derivation thereof in
connection with the registered investment company with which the Trust is
or may become associated. If Millennium Financial LLC ceases to be the
Administrator for the Trust the license shall terminate.

6. Limitation of Liability of Administrator. The Administrator
shall not be liable for any error of judgment or of law or for any loss
suffered by the Trust in connection with the matters to which this
Agreement relates, except loss resulting from willful misfeasance, bad
faith, or gross negligence on the part of the Administrator in the
performance of its duties under this Agreement.

7. Term; Termination; Amendment. This Agreement shall become
effective with respect to the Initial Portfolio on the date hereof and
shall remain in full force for two years from the effective date unless
sooner terminated as hereinafter provided. This Agreement shall continue
in force from year to year thereafter with respect to the Initial Portfolio
and each other Portfolio to which the Agreement shall have become
applicable, but only so long as such continuance is specifically approved
for each Portfolio at least annually in the manner required by the
Investment Company Act of 1940 and the rules and regulations thereunder;
provided, however, that if the continuation of this Agreement is not
approved for a Portfolio, the Administrator may continue to serve in such

3
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<PAGE>

capacity for such Portfolio in the manner and to the extent permitted by
the Investment Company Act of 1940 and the rules and regulations
thereunder.

This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment of any
penalty by the Trust or by the Administrator on sixty (60) days written
notice to the other party. The Trust may effect termination with respect
to any Portfolio by action of the Board of Trustees or by vote of a
majority of the outstanding voting securities of such Portfolio.

This Agreement may also be terminated with respect to any Portfolio
at any time, without the payment of any penalty by the Trust in the event
that it shall have been established by a court of competent jurisdiction
that the Administrator or any officer or member of the Administrator has
taken any action which results in a breach of the covenants of the
Administrator set forth herein.

The terms "assignment" and "vote of a majority of the outstanding
voting securities" shall have the meanings set forth in the Investment
Company Act of 1940 and the rules and regulations thereunder.

Termination of this Agreement shall not affect the right of the
Administrator to receive payments on any unpaid balance of the compensation
described in Section 3 earned prior to such termination.

8. Amendment of this Agreement. As to each Portfolio of the Fund,
this Agreement may be amended only by an instrument in writing signed by
the party against which enforcement of the amendment is sought. An
amendment of this Agreement affecting a Portfolio hereunder shall not be
effective until approved in the manner required by the Investment Company
Act of 1940 and the rules and regulations thereunder.

9. Severability. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder shall not be thereby affected.

10. Notice. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at
its principal place of business or such other address as either party may
designate for the receipt of such notice.

11. Applicable Law. This Agreement shall be construed in
accordance with applicable federal law and the laws of the State of
Illinois, except Section 15, which shall be construed in accordance with
the laws of the Commonwealth of Massachusetts.

12. Captions. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

4
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<PAGE>

13. Additional Portfolios. In the event that the Trust establishes
one or more portfolios other than the Initial Portfolio with respect to
which it desires to engage the Administrator to render administrative
services hereunder, it shall notify the Administrator of such desire. If
the Administrator is willing to render such services and the Trust and the
Administrator agree upon the administrative fee rates (including
breakpoints) to be payable by such portfolio or portfolios, the
Administrator and the Trust shall each execute an amendment to Exhibit A of
this Agreement setting forth the agreed upon fee rates, whereupon such
portfolio or portfolios shall become a Portfolio or Portfolios hereunder.

14. Affiliations. Subject to applicable statutes and regulation,
it is understood that trustees, officers or agents of the Trust are or may
be interested in the Administrator as members, officers, agents or
otherwise, and that the members, officers and agents of the Administrator
may be interested in the Trust otherwise than as a trustee, officer or
agent.

15. Disclaimer of Liability. A copy of the Declaration of Trust is
on file with the Secretary of the Commonwealth of Massachusetts and notice
is hereby given to Administrator that this Agreement has been executed on
behalf of Fund by the undersigned officer of Fund in her capacity as an
officer of Fund. The Administrator agrees that the obligations assumed by
the Trust pursuant to this Agreement shall be limited in any case to the
Trust and its assets and that the Administrator shall not seek satisfaction
of any such obligations from the Shareholders of the Trust, the Trustees,
officers, employees or agents of the Trust or any of them individually.

IN WITNESS WHEREOF, the Trust and the Administrator have caused this
Agreement to be executed as of the day and year first above written.

MILLENNIUM INCOME TRUST

By: _____________________________

ATTEST:

_______________________________

MILLENNIUM FINANCIAL LLC

By: _____________________________

ATTEST:

________________________________

5
<PAGE>
<PAGE>

EXHIBIT A

ADMINISTRATOR'S RATE OF FEE
IN ACCORDANCE WITH SECTION 3
PORTFOLIO OF THIS AGREEMENT
- --------- ----------------------------

Treasurers' Government Portfolio .05%

<PAGE>

EXHIBIT 9c

ACCOUNTING SERVICES AGREEMENT
-----------------------------

AGREEMENT dated as of __________, 1997 between Millennium Income
Trust (the "Trust"), a Massachusetts business trust, and Countrywide Fund
Services, Inc. ("Countrywide"), an Ohio corporation.

WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust wishes to employ the services of Countrywide to
provide the Trust with certain accounting and pricing services; and

WHEREAS, Countrywide wishes to provide such services under the
conditions set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Countrywide agree as follows:

1. APPOINTMENT.
-----------
The Trust hereby appoints and employs Countrywide as agent to
perform those services described in this Agreement for the Trust.
Countrywide shall act under such appointment and perform the obligations
thereof upon the terms and conditions hereinafter set forth.

2. CALCULATION OF NET ASSET VALUE.
------------------------------
Countrywide will calculate the net asset value of each series
of the Trust and the per share net asset value of each series of the Trust,
in accordance with the current prospectus and statement of additional
information of each series of the Trust, once daily as of the time selected
by the Trust's Board of Trustees. Countrywide will prepare and maintain a
daily valuation of all securities and other assets of the Trust in
accordance with instructions from a designated officer of the Trust or its
investment adviser and in the manner set forth in the Trust's current
prospectus and statement of additional information. In valuing securities
of the Trust, Countrywide may contract with, and rely upon market
quotations provided by, outside services.

3. BOOKS AND RECORDS.
-----------------
Countrywide will maintain and keep current the general ledger
for each series of the Trust, recording all income and expenses, capital
share activity and security transactions of the Trust. Countrywide will
maintain such further books and records as are necessary to enable it to
perform its duties under this Agreement, and will periodically provide
reports to the Trust and its authorized agents regarding share purchases
and redemptions and trial balances of each series of the Trust.

Countrywide will prepare and maintain complete, accurate and current all
records with respect to the Trust required to be maintained by the Trust
under the Internal Revenue Code of 1986, as amended (the "Code"), and under
the rules and regulations of the 1940 Act, and will preserve said records
in the manner and for the periods prescribed in the Code and the 1940 Act.
The retention of such records shall be at the expense of the Trust.

All of the records prepared and maintained by Countrywide
pursuant to this Section 3 which are required to be maintained by the Trust
under the Code and the 1940 Act will be the property of the Trust. In the
event this Agreement is terminated, all such records shall be delivered to
the Trust at the Trust's expense, and Countrywide shall be relieved of
responsibility for the preparation and maintenance of any such records
delivered to the Trust.

4. PAYMENT OF TRUST EXPENSES.
-------------------------
Countrywide shall process each request received from the Trust
or its authorized agents for payment of the Trust's expenses. Upon receipt
of written instructions signed by an officer or other authorized agent of
the Trust, Countrywide shall prepare checks in the appropriate amounts
which shall be signed by an authorized officer of Countrywide and mailed to
the appropriate party.

5. FORM N-SAR.
----------
Countrywide shall maintain such records within its control and
shall be requested by the Trust to assist the Trust in fulfilling the
requirements of Form N-SAR.

6. COOPERATION WITH ACCOUNTANTS.
----------------------------
Countrywide shall cooperate with the Trust's independent public
accountants and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information
is made available to such accountants for the expression of their
unqualified opinion where required for any document for the Trust.

7. FURTHER ACTIONS.
---------------
Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.

8. FEES.
----
For the performance of the services under this Agreement, each
series of the Trust shall pay Countrywide a monthly fee in accordance with
the schedule attached hereto as Schedule A. The fees with respect to any
month shall be paid to Countrywide on the last business day of such month.
The Trust shall also promptly reimburse Countrywide for the cost of
external pricing services utilized by Countrywide.

2
<PAGE>
<PAGE>

9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS.
--------------------------------------------------
The parties hereto acknowledge and agree that nothing contained
herein shall be construed to require Countrywide to perform any services
for the Trust which services could cause Countrywide to be deemed an
"investment adviser" of the Trust within the meaning of Section 2(a)(20) of
the 1940 Act or to supersede or contravene the Trust's prospectus or
statement of additional information or any provisions of the 1940 Act and
the rules thereunder. Except as otherwise provided in this Agreement and
except for the accuracy of information furnished to it by Countrywide, the
Trust assumes full responsibility for complying with all applicable
requirements of the 1940 Act, the Securities Act of 1933, as amended, and
any other laws, rules and regulations of governmental authorities having
jurisdiction.

10. REFERENCES TO COUNTRYWIDE.
-------------------------
The Trust shall not circulate any printed matter which contains
any reference to Countrywide without the prior written approval of
Countrywide, excepting solely such printed matter as merely identifies
Countrywide as Administrative Services Agent, Transfer, Dividend
Disbursing, Shareholder Service and Plan Agent and Accounting Services
Agent. The Trust will submit printed matter requiring approval to
Countrywide in draft form, allowing sufficient time for review by
Countrywide and its counsel prior to any deadline for printing.

11. EQUIPMENT FAILURES.
------------------
Countrywide shall take all steps necessary to minimize or avoid
service interruptions, and has entered into one or more agreements making
provision for emergency use of electronic data processing equipment.
Countrywide shall have no liability with respect to equipment failures
beyond its control.

12. INDEMNIFICATION OF COUNTRYWIDE.
------------------------------
A. Countrywide may rely on information reasonably believed
by it to be accurate and reliable. Except as may otherwise be required by
the 1940 Act and the rules thereunder, neither Countrywide nor its
shareholders, officers, directors, employees, agents, control persons or
affiliates of any thereof shall be subject to any liability for, or any
damages, expenses or losses incurred by the Trust in connection with any
error of judgment, mistake of law, any act or omission connected with or
arising out of any services rendered under or payments made pursuant to
this Agreement or any other matter to which this Agreement relates, except
by reason of willful misfeasance, bad faith or gross negligence on the part
of any such persons in the performance of the duties of Countrywide under
this Agreement or by reason of reckless disregard by any of such persons of
the obligations and duties of Countrywide under this Agreement.

B. Any person, even though also a director, officer,
employee, shareholder, or agent of Countrywide, or any of its affiliates,
who may be or become an officer, trustee, employee or agent of the Trust,
shall be deemed, when rendering services to the Trust or acting on any
business of the Trust, to be rendering such services to or acting solely as
an officer, trustee, employee or agent of the Trust and not as a director,
officer, employee, shareholder or agent of or one under the control or

direction of Countrywide or any of its affiliates, even though paid by one
of those entities.

C. Notwithstanding any other provision of this Agreement,
the Trust shall indemnify and hold harmless Countrywide, its directors,
officers, employees, shareholders, agents, control persons and affiliates
from and against any and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of any and every nature
which Countrywide may sustain or incur or which may be asserted against
Countrywide by any person by reason of, or as a result of: (i) any action
taken or omitted to be taken by Countrywide in good faith in reliance upon
any certificate, instrument, order or share certificate reasonably believed
by it to be genuine and to be signed, countersigned or executed by any duly
authorized person, upon the oral instructions or written instructions of an
authorized person of the Trust or upon the opinion of legal counsel for the
Trust or its own counsel; or (ii) any action taken or omitted to be taken
by Countrywide in connection with its appointment in good faith in reliance
upon any law, act, regulation or interpretation of the same even though the
same may thereafter have been altered, changed, amended or repealed.
However, indemnification under this subparagraph shall not apply to actions
or omissions of Countrywide or its directors, officers, employees,
shareholders or agents in cases of its or their own gross negligence,
willful misconduct, bad faith, or reckless disregard of its or their own
duties hereunder.

13. TERMINATION.
-----------
A. The provisions of this Agreement shall be effective on
the date first above written, shall continue in effect for two years from
that date and shall continue in force from year to year thereafter, but
only so long as such continuance is approved (1) by Countrywide, (2) by
vote, cast in person at a meeting called for the purpose, of a majority of
the Trust's trustees who are not parties to this Agreement or interested
persons (as defined in the 1940 Act) of any such party, and (3) by vote of
a majority of the Trust's Board of Trustees or a majority of the Trust's
outstanding voting securities.

B. Either party may terminate this Agreement on any date by
giving the other party at least sixty (60) days' prior written notice of
such termination specifying the date fixed therefore. Upon termination of
this Agreement, the Trust shall pay to Countrywide such compensation as may
be due as of the date of such termination, and shall likewise reimburse
Countrywide for any out-of-pocket expenses and disbursements reasonably
incurred by Countrywide to such date.

C. In the event that in connection with the termination of
this Agreement a successor to any of Countrywide's duties or
responsibilities under this Agreement is designated by the Trust by written
notice to Countrywide, Countrywide shall, promptly upon such termination
and at the expense of the Trust, transfer all records maintained by
Countrywide under this Agreement and shall cooperate in the transfer of
such duties and responsibilities, including providing for assistance from
Countrywide's cognizant personnel in the establishment of books, records
and other data by such successor.

14. SERVICES FOR OTHERS.
-------------------
Nothing in this Agreement shall prevent Countrywide or any
affiliated person (as defined in the 1940 Act) of Countrywide from
providing services for any other person, firm or corporation (including
other investment companies); provided, however, that Countrywide expressly
represents that it will undertake no activities which, in its judgment,
will adversely affect the performance of its obligations to the Trust under
this Agreement.

15. LIMITATION OF LIABILITY.
-----------------------
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally, but bind
only the trust property of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by
an officer of the Trust, acting as such, and neither such authorization by
such Trustees nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose any
liability on any of them personally, but shall bind only the trust property
of the Trust.

16. SEVERABILITY.
------------
In the event any provision of this Agreement is determined to
be void or unenforceable, such determination shall not affect the remainder
of this Agreement, which shall continue to be in force.

17. QUESTIONS OF INTERPRETATION.
---------------------------
This Agreement shall be governed by the laws of the State of
Ohio. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States Courts or in the absence of any controlling decision of any
such court, by rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to said 1940 Act. In addition, where the effect
of a requirement of the 1940 Act, reflected in any provision of this
Agreement, is revised by rule, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.

18. NOTICES.
-------
All notices, requests, consents and other communications
required or permitted under this Agreement shall be in writing (including
telex and telegraphic communication) and shall be (as elected by the person
giving such notice) hand delivered by messenger or courier service,
telecommunicated, or mailed (airmail if international) by registered or
certified mail (postage prepaid), return receipt requested, addressed to:

5
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<PAGE>

To the Trust: Millennium Income Trust
10814 Bull Valley Road
Woodstock, Illinois 60098
Attention: Janis S. England

To Countrywide: Countrywide Fund Services, Inc.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
Attention: Robert G. Dorsey

or to such other address as any party may designate by notice complying
with the terms of this Section 18. Each such notice shall be deemed
delivered (a) on the date delivered if by personal delivery; (b) on the
date telecommunicated if by telegraph; (c) on the date of transmission with
confirmed answer back if by telex, telefax or other telegraphic method; and
(d) on the date upon which the return receipt is signed or delivery is
refused or the notice is designated by the postal authorities as not
deliverable, as the case may be, if mailed.

19. AMENDMENT.
---------
This Agreement may not be amended or modified except by a
written agreement executed by both parties.

20. BINDING EFFECT.
--------------
Each of the undersigned expressly warrants and represents that
he has the full power and authority to sign this Agreement on behalf of the
party indicated, and that his signature will operate to bind the party
indicated to the foregoing terms.

21. COUNTERPARTS.
------------
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

22. FORCE MAJEURE.
-------------
If Countrywide shall be delayed in its performance of services
or prevented entirely or in part from performing services due to causes or
events beyond its control, including and without limitation, acts of God,
interruption of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages, national
emergencies, explosion, flood, accident, earthquake or other catastrophe,
fire, strike or other labor problems, legal action, present or future law,
governmental order, rule or regulation, or shortages of suitable parts,
materials, labor or transportation, such delay or non-performance shall be
excused and a reasonable time for performance in connection with this
Agreement shall be extended to include the period of such delay or non-
performance.

6
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23. MISCELLANEOUS.
-------------
The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.

MILLENNIUM INCOME TRUST

By: _________________________________
Its: President

COUNTRYWIDE FUND SERVICES, INC.

By: _________________________________
Its: President

Schedule A

COMPENSATION

Each series of the Trust will pay Countrywide a monthly fee,
according to the average net assets of such series during such month, as
follows:

Average Monthly Net Assets Monthly Fee
-------------------------- -----------
<S> <C>
0 -$ 50,000,000 $2,000
50 - 100,000,000 2,500
100 - 200,000,000 3,000
200 - 300,000,000 4,000
Over 300,000,000 5,000 plus .001% of
such assets in excess
of $300,000,000

</TABLE>

<PAGE>

EXHIBIT 11

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in
this Post-Effective Amendment No. 2 of our report dated November 27, 1996
and to all references to our Firm included in or made a part of this Post-
Effective Amendment.

/s/ ARTHUR ANDERSEN LLP
------------------------------
Arthur Andersen LLP

Cincinnati, Ohio
June 3, 1997

<PAGE>

Exhibit 16

Schedule of Performance Quotations

The yield and effective yield for the seven-day period ended
March 31, 1997 for the Treasurers' Government Money Market Fund were
calculated as follows.

Yield

5.16 = (.000989135226 /1) * (365/7)

Effective Yield

5.29 = [(0.000989135226 + 1)365/7] - 1

<PAGE>

EXHIBIT 19a