MILLENNIUM INCOME TRUST, 497, 1997-10-10

MILLENNIUM INCOME TRUST
497, 1997-10-10

Previous: CINEMASTAR LUXURY THEATERS INC, SC 13D/A, 1997-10-10

Next: ENRON GLOBAL POWER & PIPELINES LLC, 10-K/A, 1997-10-10

Prospectus October 10, 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 October 10, 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. . . . . . . . . . . . . . . . . . . .20%
Administrative Services Fee. . . . . . . . . . . . . .05%
12b-1 Fees . . . . . . . . . . . . . . . . . . . . . NONE
Other Expenses (after fee absorption). . . . . . . . .15%
Total Fund Operating Expenses. . . . . . . . . . . . .40%

</TABLE>

Trias Capital Management, Inc., the Fund's investment adviser, has agreed to
voluntarily waive fees or 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 had
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.

3
<PAGE>
<PAGE>

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.

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

5
<PAGE>
<PAGE>

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 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 retains Countrywide Fund
Services, Inc. ("Countrywide") to act as transfer, dividend-disbursing and
shareholder services agent for the Fund. Countrywide is located at 312 Walnut
Street, P.O. Box 5354, Cincinnati, Ohio 45201-5354.

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: 888-534-2001

TO PURCHASE SHARES First Call or Fax: Phone: 888-534-2001

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: 888-534-2001

</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 Countrywide Fund Services, Inc.

Administrator Millennium Financial LLC

Distributor Millennium Capital LLC

A Portfolio of Millennium Income Trust

17
<PAGE>
<PAGE>

TREASURERS' GOVERNMENT MONEY MARKET FUND

A Portfolio of MILLENNIUM INCOME TRUST

STATEMENT OF ADDITIONAL INFORMATION

October 10, 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 October 10, 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>
<CAPTION>
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, 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. 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

3
<PAGE>
<PAGE>

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
5

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

6
<PAGE>
<PAGE>

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 (administrator
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'Laughlin + 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, the Fund pays Trias an annual fee, payable
monthly, of .20% of the Fund's average daily net assets.

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, the Fund pays MFL an annual fee, payable
monthly, of .05% of the Fund's daily net assets.

By its terms, the Trust's Administration Agreement will remain in force
until June 30, 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.

12
<PAGE>
<PAGE>

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).

13
<PAGE>
<PAGE>

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, Countrywide Fund Services, Inc. ("Countrywide")
is the Trust's transfer and dividend disbursing, shareholder servicing and plan
agent. Countrywide 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.