ADVISORS SERIES TRUST

                               THE ROCKHAVEN FUND
                       THE ROCKHAVEN PREMIER DIVIDEND FUND

                        SUPPLEMENT AND SHAREHOLDER NOTICE
        DATED SEPTEMBER 15, 2000 TO THE PROSPECTUS DATED JANUARY 30, 2000


Effective  October  1,  2000,  Ultimus  Fund  Solutions,  LLC will take over the
transfer  agency  and fund  accounting  role  for your  account  in  either  The
Rockhaven  Fund  or The  Rockhaven  Premier  Dividend  Fund  (each  the  "Fund",
collectively the "Funds").

Fund  operations  will not be  affected  in any way and the toll free Fund phone
numbers will remain the same.  However,  if you maintain  your account  directly
with the Funds,  as opposed to through  your  broker,  references  in the HOW TO
INVEST section of the Prospectus are changed in the following ways:

     1.   Purchasing shares by mail, please send your application form and check
          to The  Rockhaven  Funds,  c/o Ultimus Fund  Solutions,  LLC, P.O. Box
          641745, Cincinnati, OH 45264-1745.

     2.   Wire purchases should be send to Firstar Bank, N.A.  Cinti/Trust,  ABA
          #0420-0001-3,  for  credit  to [The  Rockhaven  Fund or The  Rockhaven
          Premier  Dividend Fund],  DDA #821663614,  for further credit to [your
          name and account number].

     3.   Other Fund requests including  redemption requests should be addressed
          to The Rockhaven Funds, P.O. Box 46707, Cincinnati, OH 45246-9453.

Thank you for your  continued  interest  in the Funds.  If you have any  further
questions, please call toll-free 1-800-522-3508.

                               THE ROCKHAVEN FUND
                      THE ROCKHAVEN PREMIER DIVIDEND FUND

                       STATEMENT OF ADDITIONAL INFORMATION
                             DATED JANUARY 30, 2000
               AS SUPPLEMENTED MAY 3, 2000 AND SEPTEMBER 15, 2000

     This Statement of Additional  Information ("SAI") is not a prospectus,  and
it should be read in conjunction  with the Prospectus dated January 30, 2000, as
may be  revised  from  time to time,  of The  Rockhaven  Fund and The  Rockhaven
Premier  Dividend  Fund (the  "Premier  Dividend  Fund" and  together,  with The
Rockhaven  Fund,  the  "Funds"),  each a series of  Advisors  Series  Trust (the
"Trust").  Rockhaven  Asset  Management,  LLC (the  "Advisor") is the investment
advisor to the Funds. A copy of the Prospectus may be obtained from the Funds at
100 First Avenue, Suite 850, Pittsburgh, PA 15222, telephone (800) 522-3508.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

The Trust                                                                   B-2
Investment Objectives, Policies and Risks                                   B-2
Investment Restrictions                                                     B-11
Portfolio Transactions and Brokerage                                        B-12
Portfolio Turnover                                                          B-14
Determination of Net Asset Value                                            B-14
Purchase and Redemption of Fund Shares                                      B-14
Management                                                                  B-17
Distribution Agreement                                                      B-20
Distribution Arrangements                                                   B-21
Taxation                                                                    B-21
Dividends and Distributions                                                 B-24
Performance Information                                                     B-25
General Information                                                         B-25
Appendix - Description of Ratings                                           B-27

                                      B-1

                                    THE TRUST

Advisors  Series Trust is an  open-end,  non-diversified  management  investment
company  organized as a Delaware  business  trust under the laws of the State of
Delaware on October 3, 1996. The Trust currently  consists of nineteen series of
shares of beneficial interest,  par value $0.01 per share. This SAI relates only
to the Funds.

The Trust is registered  with the SEC under the  Investment  Company Act of 1940
(the "Investment Company Act"). Such a registration does not involve supervision
of the management or policies of the Funds. The Prospectus of the Funds and this
SAI omit  certain of the  information  contained in the  Registration  Statement
filed with the SEC. Copies of such information may be obtained from the SEC upon
payment of the prescribed fee.

                    INVESTMENT OBJECTIVES, POLICIES AND RISKS

The investment  objective of The Rockhaven Fund is seeking above average current
income together with capital  appreciation.  The primary investment objective of
The Premier  Dividend  Fund is seeking  high  current  income,  with a secondary
objective of seeking capital appreciation.  There is no assurance that the Funds
will achieve their  investment  objectives.  The  discussion  below  supplements
information  contained in the Funds'  Prospectus  as to  investment  objectives,
policies and risks of the Funds.

EQUITY SECURITIES

In addition to the risks associated with particular  types of securities,  which
are discussed  below,  the Funds are subject to general market risks.  The Funds
invest  primarily  in common  stocks.  The market risks  associated  with stocks
include the possibility  that the entire market for common stocks could suffer a
decline in price over a short or even an extended period.  This could affect the
net  asset  value of your  Fund's  shares.  The U.S.  stock  market  tends to be
cyclical,  with periods when stock prices  generally rise and periods when stock
prices generally decline.

CONVERTIBLE SECURITIES AND WARRANTS

The Funds may also invest in convertible securities and warrants and The Premier
Dividend Fund will invest in a higher percentage of convertible  securities than
The Rockhaven  Fund. A convertible  security is a fixed income  security (a debt
instrument or a preferred stock) which may be converted at a stated price within
a specified  period of time into a certain  quantity of the common  stock of the
same or a different issuer.  Convertible  securities are senior to common stocks
in an  issuer's  capital  structure,  but are  usually  subordinated  to similar
non-convertible  securities.  While  providing a fixed income stream  (generally
higher in yield than the income  derivable from common stock but lower than that
afforded by a similar  nonconvertible  security),  a  convertible  security also
affords  an  investor  the  opportunity,  through  its  conversion  feature,  to
participate in the capital appreciation attendant upon a market price advance in
the convertible security's underlying common stock.

A warrant  gives the holder a right to  purchase  at any time during a specified
period a predetermined number of shares of common stock at a fixed price. Unlike
convertible debt securities or preferred stock,  warrants do not pay a dividend.
Investments in warrants involve certain risks,  including the possible lack of a
liquid  market for resale of the warrants,  potential  price  fluctuations  as a
result  of  speculation  or  other  factors,  and  failure  of the  price of the
underlying security to reach or have reasonable prospects of reaching a level at
which the warrant  can be  prudently  exercised  (in which event the warrant may
expire  without  being  exercised,  resulting  in a loss  of the  Fund's  entire
investment therein).

                                      B-2

RISKS OF INVESTING IN DEBT SECURITIES

There are a number of risks  generally  associated  with an  investment  in debt
securities (including convertible  securities).  Yields on short,  intermediate,
and long-term  securities depend on a variety of factors,  including the general
condition of the money and bond markets, the size of a particular offering,  the
maturity of the obligation, and the rating of the issue.

Debt  securities  with longer  maturities  tend to produce higher yields and are
generally subject to potentially  greater capital  appreciation and depreciation
than obligations  with short  maturities and lower yields.  The market prices of
debt securities  usually vary,  depending upon available  yields. An increase in
interest  rates will generally  reduce the value of such portfolio  investments,
and a decline  in  interest  rates  will  generally  increase  the value of such
portfolio  investments.  The  ability of the Funds to achieve  their  investment
objective  also  depends on the  continuing  ability of the  issuers of the debt
securities in which the Funds invest to meet their  obligations  for the payment
of interest and principal when due.

RISKS OF INVESTING IN LOWER-RATED DEBT SECURITIES

As set forth in the prospectus, each Fund may invest a portion of its net assets
in debt securities, which may be rated below "Baa" by Moody's or "BBB" by S&P or
below  investment  grade by other  recognized  rating  agencies,  or in  unrated
securities of comparable  quality under certain  circumstances.  Securities with
ratings below "Baa" and/or "BBB" are commonly  referred to as "junk bonds." Such
bonds are subject to greater market  fluctuations and risk of loss of income and
principal  than  higher  rated  bonds for a variety of  reasons,  including  the
following:

     SENSITIVITY TO INTEREST RATE AND ECONOMIC CHANGES. The economy and interest
     rates affect high yield securities  differently from other securities.  For
     example,  the  prices  of high  yield  bonds  have  been  found  to be less
     sensitive to interest rate changes than higher-rated investments,  but more
     sensitive to adverse economic changes or individual corporate developments.
     Also, during an economic downturn or substantial  period of rising interest
     rates, highly leveraged issuers may experience financial stress which would
     adversely  affect their  ability to service  their  principal  and interest
     obligations,  to meet projected  business goals,  and to obtain  additional
     financing.  If the issuer of a bond defaults,  a Fund may incur  additional
     expenses to seek recovery. In addition, periods of economic uncertainty and
     changes can be expected to result in increased  volatility of market prices
     of high yield bonds and the Fund's asset values.

     PAYMENT  EXPECTATIONS.  High yield  bonds  present  certain  risks based on
     payment expectations.  For example, high yield bonds may contain redemption
     and call provisions. If an issuer exercises these provisions in a declining
     interest  rate  market,  a Fund would have to replace the  security  with a
     lower  yielding  security,  resulting in a decreased  return for investors.
     Conversely,  a high yield bond's value will  decrease in a rising  interest
     rate market,  as will the value of the Fund's assets. If a Fund experiences
     unexpected net  redemptions,  it may be forced to sell its high yield bonds
     without regard to their  investment  merits,  thereby  decreasing the asset
     base upon which the Fund's  expenses  can be spread and  possibly  reducing
     that Fund's rate of return.

     LIQUIDITY AND VALUATION.  To the extent that there is no established retail
     secondary  market,  there may be thin trading of high yield bonds, and this
     may impact the Advisor's ability to accurately value high yield bonds and a
     Fund's assets and hinder a Fund's ability to dispose of the bonds.  Adverse
     publicity  and investor  perceptions,  whether or not based on  fundamental
     analysis,  may  decrease  the values  and  liquidity  of high yield  bonds,
     especially in a thinly traded market.

                                      B-3

     CREDIT  RATINGS.  Credit  ratings  evaluate  the  safety of  principal  and
     interest  payments,  not the market value risk of high yield  bonds.  Also,
     since credit rating  agencies may fail to timely change the credit  ratings
     to reflect  subsequent events, the Advisor must monitor the issuers of high
     yield bonds in a Fund's  portfolio  to  determine  if the issuers will have
     sufficient  cash flow and profits to meet  required  principal and interest
     payments,  and to  assure  the  bonds'  liquidity  so that  Fund  can  meet
     redemption  requests.  A Fund will  dispose of a  portfolio  security in an
     orderly manner when its rating has been downgraded below C.

SHORT-TERM INVESTMENTS

The Funds may invest in any of the following securities and instruments:

CERTIFICATES OF DEPOSIT,  BANKERS' ACCEPTANCES AND TIME DEPOSITS.  The Funds may
hold   certificates  of  deposit,   bankers'   acceptances  and  time  deposits.
Certificates  of  deposit  are  negotiable  certificates  issued  against  funds
deposited  in a  commercial  bank for a  definite  period of time and  earning a
specified  return.  Bankers'  acceptances  are  negotiable  drafts  or  bills of
exchange,  normally  drawn  by an  importer  or  exporter  to pay  for  specific
merchandise,  which are  "accepted"  by a bank,  meaning in effect that the bank
unconditionally  agrees to pay the face  value of the  instrument  on  maturity.
Certificates of deposit and bankers'  acceptances  acquired by the Funds will be
dollar-denominated  obligations of domestic banks, savings and loan associations
or financial institutions which, at the time of purchase, have capital,  surplus
and  undivided  profits  in excess  of $100  million  (including  assets of both
domestic and foreign branches),  based on latest published reports, or less than
$100 million if the principal  amount of such bank obligations are fully insured
by the U.S. Government.

In addition to buying  certificates  of deposit and  bankers'  acceptances,  the
Funds also may make interest-bearing time or other interest-bearing  deposits in
commercial  or  savings  banks.  Time  deposits  are   non-negotiable   deposits
maintained  at a  banking  institution  for a  specified  period  of  time  at a
specified interest rate.

COMMERCIAL  PAPER AND  SHORT-TERM  NOTES.  The Funds may invest a portion of its
assets in commercial  paper and short-term  notes.  Commercial paper consists of
unsecured  promissory  notes  issued  by  corporations.   Commercial  paper  and
short-term  notes will  normally  have  maturities  of less than nine months and
fixed rates of return,  although such  instruments  may have maturities of up to
one year.

Commercial  paper and short-term  notes will consist of issues rated at the time
of purchase  "A-2" or higher by Standard & Poor's  Ratings  Group,  "Prime-1" or
"Prime-2" by Moody's  Investors  Service,  Inc.,  or similarly  rated by another
nationally  recognized  statistical rating organization or, if unrated,  will be
determined by the Advisor to be of comparable quality.  These rating symbols are
described in the Appendix.

EQUITY-LINKED DERIVATIVES

The Funds may invest in Standard & Poor's ("S&P") Depository  Receipts ("SPDRs")
and S&P MidCap 400 Depository Receipts ("MidCap SPDRs"),  World Equity Benchmark
Series  ("WEBS"),  Dow Jones  Industrial  Average  instruments  ("DIAMONDS") and
baskets  of  Country  Securities  ("OPALS").   Each  of  these  instruments  are
derivative  securities  whose value  follows a  well-known  securities  index or
basket of securities.

SPDRs and MidCap  SPDRs are  designed to follow the  performance  of the S&P 500
Index and the S&P  MidCap 400 Index (the  "Underlying  Indices"),  respectively.
WEBS are  currently  available  in 17  varieties,  each  designed  to follow the
performance of a different Morgan Stanley Capital  International  country index.
DIAMONDS  are  designed to follow the  performance  of the Dow Jones  Industrial
Average which tracks the composite stock performance of 30 major U.S.  companies
in a diverse range of industries.

                                      B-4

OPALS track the  performance  of  adjustable  baskets of stocks  owned by Morgan
Stanley  Capital  (Luxembourg)  S.A.  (the  "Counterparty")  until  a  specified
maturity  date.  Holders  of  OPALS  will  receive   semi-annual   distributions
corresponding to dividends received on shares contained in the underlying basket
of stocks and certain  amounts,  net of expenses.  On the  maturity  date of the
OPALS,  the  holders  will  receive  the  physical  securities   comprising  the
underlying baskets. Opals, like many of these types of instruments, represent an
unsecured   obligation  and  therefore   carry  with  them  the  risk  that  the
Counterparty  will  default  and the Fund may not be able to recover the current
value of its  investment.

Because  the  prices  of  SPDRs,  MidCap  SPDRs,  WEBS,  DIAMONDS  and OPALS are
correlated  to  diversified  portfolios,  they are  subject to the risk that the
general level of stock prices may decline,  that the underlying  indices decline
or that financial  condition of specific  issuers in the underlying  indices may
become  impaired.   However,  these  securities  may  not  fully  replicate  the
performance of the underlying indices. In addition, because SPDRs, MidCap SPDRs,
WEBS,  DIAMONDS and OPALS will continue to be traded even when trading is halted
in  component  stocks of the  underlying  indices,  price  quotations  for these
securities  may, at times,  be based upon  non-current  price  information  with
respect to some of even all of the stocks in the underlying indices.

In addition,  because WEBS mirror the  performance  of a single country index, a
economic downturn in a single country could  significantly  adversely affect the
price of the WEBS for that country.

OPTIONS ON SECURITIES AND SECURITIES INDICES

WRITING CALL OPTIONS. Each Fund may write covered call options. A call option is
"covered"  if a Fund owns the  security  underlying  the call or has an absolute
right to acquire the security  without  additional  cash  consideration  (or, if
additional  cash  consideration  is required,  cash or cash  equivalents in such
amount as are held in a segregated  account by the  Custodian).  The writer of a
call  option  receives a premium  and gives the  purchaser  the right to buy the
security  underlying  the  option at the  exercise  price.  The  writer  has the
obligation  upon  exercise  of the option to  deliver  the  underlying  security
against payment of the exercise price during the option period. If the writer of
an  exchange-traded  option wishes to terminate his obligation,  he may effect a
"closing purchase  transaction." This is accomplished by buying an option of the
same series as the option previously  written. A writer may not effect a closing
purchase transaction after it has been notified of the exercise of an option.

Effecting a closing transaction in the case of a written call option will permit
a Fund to write  another call option on the  underlying  security  with either a
different  exercise price,  expiration date or both.  Also,  effecting a closing
transaction  will permit the cash or proceeds  from the  concurrent  sale of any
securities  subject to the option to be used for other investments of a Fund. If
a Fund desires to sell a particular  security from its portfolio on which it has
written  a call  option,  it will  effect  a  closing  transaction  prior  to or
concurrent with the sale of the security.

A Fund will realize a gain from a closing transaction if the cost of the closing
transaction is less than the premium  received from writing the option or if the
proceeds from the closing transaction are more than the premium paid to purchase
the option. A Fund will realize a loss from a closing transaction if the cost of
the closing  transaction  is more than the  premium  received  from  writing the
option or if the proceeds from the closing transaction are less than the premium
paid to purchase the option. However, because increases in the market price of a
call  option  will  generally  reflect  increases  in the  market  price  of the
underlying security,  any loss to a Fund resulting from the repurchase of a call
option  is  likely  to be  offset  in  whole or in part by  appreciation  of the
underlying security owned by that Fund.

STOCK INDEX  OPTIONS.  Each Fund may also  purchase  put and call  options  with
respect to the S&P 500 and other stock indices. Such options may be purchased as
a hedge  against  changes  resulting  from  market  conditions  in the values of
securities  which are held in a Fund's portfolio or which it intends to purchase
or sell, or when they are  economically  appropriate  for the reduction of risks
inherent in the ongoing management of a Fund.

                                      B-5

The distinctive characteristics of options on stock indices create certain risks
that are not present with stock options generally. Because the value of an index
option depends upon movements in the level of the index rather than the price of
a particular  stock,  whether a Fund will realize a gain or loss on the purchase
or sale of an option on an index  depends  upon  movements in the level of stock
prices in the stock  market  generally  rather than  movements in the price of a
particular  stock.  Accordingly,  successful use by a Fund of options on a stock
index would be subject to the Advisor's ability to predict  correctly  movements
in the direction of the stock market generally.  This requires  different skills
and techniques than predicting changes in the price of individual stocks.

Index prices may be distorted if trading of certain stocks included in the index
is  interrupted.  Trading of index  options also may be  interrupted  in certain
circumstances,  such as if trading were halted in a substantial number of stocks
included in the index.  If this were to occur, a Fund would not be able to close
out  options  which it had  purchased,  and if  restrictions  on  exercise  were
imposed,  that Fund might be unable to exercise an option it holds,  which could
result in  substantial  losses to that  Fund.  It is the  policy of the Funds to
purchase  put or call  options  only with  respect to an index which the Advisor
believes  includes a sufficient number of stocks to minimize the likelihood of a
trading halt in the index.

RISKS  OF  INVESTING  IN  OPTIONS.  There  are  several  risks  associated  with
transactions in options on securities and indices.  Options may be more volatile
than the  underlying  instruments  and,  therefore,  on a percentage  basis,  an
investment in options may be subject to greater  fluctuation  than an investment
in the underlying instruments themselves. There are also significant differences
between the  securities  and options  markets  that could result in an imperfect
correlation  between these markets,  causing a given  transaction not to achieve
its objective. In addition, a liquid secondary market for particular options may
be absent for reasons which  include the  following:  there may be  insufficient
trading interest in certain options;  restrictions may be imposed by an exchange
on  opening  transactions  or  closing  transactions  or  both;  trading  halts,
suspensions  or other  restrictions  may be imposed with  respect to  particular
classes or series of option of  underlying  securities;  unusual  or  unforeseen
circumstances may interrupt normal operations on an exchange;  the facilities of
an exchange or clearing  corporation  may not at all times be adequate to handle
current trading volume;  or one or more exchanges  could,  for economic or other
reasons,  decide or be compelled at some future date to discontinue  the trading
of options  (or a  particular  class or series of  options),  in which event the
secondary  market on that exchange (or in that class or series of options) would
cease to exist,  although outstanding options that had been issued by a clearing
corporation  as a  result  of  trades  on that  exchange  would  continue  to be
exercisable in accordance with their terms.

A decision as to whether,  when and how to use options  involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events. The extent to which
a Fund may enter  into  options  transactions  may be  limited  by the  Internal
Revenue Code requirements for qualification as a regulated  investment  company.
See "Dividends, Distributions and Taxes."

DEALER OPTIONS. Each Fund may engage in transactions involving dealer options as
well as exchange-traded  options.  Certain risks are specific to dealer options.
While the Funds might look to a clearing corporation to exercise exchange-traded
options, if a Fund were to purchase a dealer option it would need to rely on the
dealer  from  which it  purchased  the  option to  perform  if the  option  were
exercised.  Failure  by the  dealer  to do so  would  result  in the loss of the
premium  paid  by a Fund  as  well  as  loss  of  the  expected  benefit  of the
transaction.

Exchange-traded  options  generally have a continuous liquid market while dealer
options may not. Consequently, a Fund may generally be able to realize the value
of a dealer option it has  purchased  only by exercising or reselling the option
to the dealer who issued it. Similarly, when a Fund writes a dealer option, that
Fund may generally be able to close out the option prior to its expiration  only
by entering  into a closing  purchase  transaction  with the dealer to whom that
Fund  originally  wrote the option.  While a Fund will seek to enter into dealer
options only with dealers who will agree to and which are expected to be capable

                                      B-6

of entering into closing  transactions with that Fund, there can be no assurance
that a Fund will at any time be able to liquidate a dealer option at a favorable
price at any time prior to  expiration.  Unless a Fund, as a covered dealer call
option writer, is able to effect a closing purchase transaction,  it will not be
able to liquidate  securities  (or other  assets) used as cover until the option
expires or is exercised.  In the event of insolvency of the other party,  a Fund
may be unable to liquidate a dealer option. With respect to options written by a
Fund, the inability to enter into a closing  transaction  may result in material
losses  to that  Fund.  For  example,  because a Fund  must  maintain  a secured
position with respect to any call option on a security it writes,  that Fund may
not sell the assets which it has  segregated to secure the position  while it is
obligated under the option.  This  requirement may impair that Fund's ability to
sell portfolio securities at a time when such sale might be advantageous.

The Staff of the Securities and Exchange Commission (the "Commission") has taken
the position that purchased dealer options are illiquid  securities.  A Fund may
treat the cover used for written  dealer  options as liquid if the dealer agrees
that the Fund may  repurchase  the dealer  option it has  written  for a maximum
price to be calculated by a  predetermined  formula.  In such cases,  the dealer
option  would be  considered  illiquid  only to the extent the maximum  purchase
price under the formula  exceeds the  intrinsic  value of the option.  With that
exception,  however,  a Fund will treat dealer options as subject to that Fund's
limitation on unmarketable securities. If the Commission changes its position on
the  liquidity of dealer  options,  each Fund will change its  treatment of such
instruments accordingly.

FOREIGN INVESTMENTS AND CURRENCIES

Each Fund may invest in securities of foreign  issuers that are publicly  traded
in the United States. Each Fund may also invest in depositary receipts.

DEPOSITARY  RECEIPTS.  Depositary  Receipts ("DRs") include American  Depositary
Receipts ("ADRs"),  European  Depositary  Receipts  ("EDRs"),  Global Depositary
Receipts  ("GDRs")  or other  forms of  depositary  receipts.  DRs are  receipts
typically  issued in  connection  with a U.S. or foreign  bank or trust  company
which  evidence   ownership  of  underlying   securities  issued  by  a  foreign
corporation.

RISKS OF  INVESTING IN FOREIGN  SECURITIES.  Investments  in foreign  securities
involve certain inherent risks, including the following:

     POLITICAL AND ECONOMIC  FACTORS.  Individual  foreign  economies of certain
     countries  may differ  favorably  or  unfavorably  from the United  States'
     economy  in such  respects  as growth of gross  national  product,  rate of
     inflation, capital reinvestment, resource self-sufficiency, diversification
     and balance of payments position.  The internal politics of certain foreign
     countries may not be as stable as those of the United  States.  Governments
     in certain foreign  countries also continue to participate to a significant
     degree,  through  ownership  interest or  regulation,  in their  respective
     economies.  Action  by these  governments  could  include  restrictions  on
     foreign investment,  nationalization,  expropriation of goods or imposition
     of  taxes,  and  could  have a  significant  effect  on  market  prices  of
     securities and payment of interest. The economies of many foreign countries
     are heavily dependent upon international trade and are accordingly affected
     by the trade  policies and economic  conditions of their trading  partners.
     Enactment by these  trading  partners of  protectionist  trade  legislation
     could have a significant adverse effect upon the securities markets of such
     countries.

     CURRENCY  FLUCTUATIONS.  The Funds may invest in securities  denominated in
     foreign currencies. Accordingly, a change in the value of any such currency
     against the U.S. dollar will result in a  corresponding  change in the U.S.
     dollar  value of the  Funds'  assets  denominated  in that  currency.  Such
     changes will also affect the Funds' income.  The value of the  Funds'assets
     may also be affected  significantly  by currency  restrictions and exchange
     control regulations enacted from time to time.

                                      B-7

     LEGAL AND  REGULATORY  MATTERS.  Certain  foreign  countries  may have less
     supervision of securities markets,  brokers and issuers of securities,  and
     less financial  information  available to issuers, than is available in the
     United States.

     TAXES.  The  interest  payable  on certain  of a Fund's  foreign  portfolio
     securities may be subject to foreign  withholding  taxes, thus reducing the
     net amount of income available for distribution to the Fund's shareholders.

RISK FACTORS REGARDING EMERGING MARKETS  INVESTMENTS.  Investments in securities
issued by the governments of emerging or developing countries,  and of companies
within those countries,  involves greater risks than other foreign  investments.
Investments in emerging or developing  markets involve  exposure to economic and
legal  structures  that are generally less diverse and mature (and in some cases
the  absence  of  developed  legal  structures  governing  private  and  foreign
investments  and  private  property),  and to  political  systems  which  can be
expected to have less  stability,  than those of more developed  countries.  The
risks of  investment in such  countries  may include  matters such as relatively
unstable governments,  higher degrees of government  involvement in the economy,
the absence  until  recently of capital  market  structures  or  market-oriented
economies,  economies based on only a few industries,  securities  markets which
trade only a small number of securities,  restrictions on foreign  investment in
stocks, and significant foreign currency devaluations and fluctuations. Emerging
markets can be  substantially  more volatile  than both U.S. and more  developed
foreign markets. Such volatility may be exacerbated by illiquidity.  The average
daily trading volume in all of the emerging markets combined is a small fraction
of the average daily volume of the U.S. market. Small trading volumes may result
in a Fund being forced to purchase  securities  at  substantially  higher prices
than the current  market,  or to sell  securities  at much lower prices than the
current market.

In  considering  whether to invest in the securities of a foreign  company,  the
Advisor considers such factors as the characteristics of the particular company,
differences  between  economic trends and the performance of securities  markets
within the U.S. and those within other  countries,  and also factors relating to
the  general  economic,  governmental  and social  conditions  of the country or
countries  where the  company  is  located.  The  extent to which a Fund will be
invested  in foreign  companies  and  countries  and  depository  receipts  will
fluctuate from time to time within the limitations  described in the prospectus,
depending on the Advisor's  assessment of prevailing market,  economic and other
conditions.

REPURCHASE  AGREEMENTS.  The Funds may enter into repurchase  agreements.  Under
such  agreements,  the  seller  of the  security  agrees to  repurchase  it at a
mutually agreed upon time and price. The repurchase price may be higher than the
purchase  price,  the difference  being income to the Funds, or the purchase and
repurchase  prices may be the same,  with  interest  at a stated rate due to the
Funds  together with the  repurchase  price on  repurchase.  In either case, the
income to the Funds is  unrelated to the  interest  rate on the U.S.  Government
security  itself.  Such repurchase  agreements will be made only with banks with
assets of $500 million or more that are insured by the Federal Deposit Insurance
Corporation  or with  Government  securities  dealers  recognized by the Federal
Reserve Board and registered as broker-dealers  with the Securities and Exchange
Commission  ("SEC") or exempt from such  registration.  The Funds will generally
enter into repurchase agreements of short durations, from overnight to one week,
although the underlying securities generally have longer maturities.  A Fund may
not enter into a repurchase  agreement with more than seven days to maturity if,
as a result,  more than 15% of the value of its net assets  would be invested in
illiquid securities including such repurchase agreements.

For purposes of the Investment Company Act, a repurchase  agreement is deemed to
be a loan from the Fund to the seller of the U.S. Government security subject to
the  repurchase  agreement.  It is not clear whether a court would  consider the
U.S. Government security acquired by a Fund subject to a repurchase agreement as

                                      B-8

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 U.S. Government security before its repurchase
under a  repurchase  agreement,  a Fund could  encounter  delays and incur costs
before being able to sell the security. Delays may involve loss of interest or a
decline in price of the U.S. Government  security.  If a court characterizes the
transaction as a loan and the Fund has not perfected a security  interest in the
U.S. Government 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,  a 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
instrument  purchased  for the Funds,  the Advisor seeks to minimize the risk of
loss through  repurchase  agreements  by analyzing the  creditworthiness  of the
other party, in this case the seller of the U.S. Government security.

Apart from the risk of bankruptcy or insolvency  proceedings,  there is also the
risk that the seller may fail to  repurchase  the security.  However,  the Funds
will always receive as collateral for any repurchase agreement to which they are
a party securities acceptable to the Advisor, the market value of which is equal
to at least 100% of the amount invested by the Funds plus accrued interest,  and
the Funds will make payment against such securities only upon physical  delivery
or evidence  of book entry  transfer  to the  account of its  Custodian.  If the
market value of the U.S. Government security subject to the repurchase agreement
becomes less than the  repurchase  price  (including  interest),  the Funds will
direct  the  seller  of the  U.S.  Government  security  to  deliver  additional
securities so that the market value of all securities  subject to the repurchase
agreement  will equal or exceed the  repurchase  price.  It is possible that the
Funds  could be  unsuccessful  in seeking to impose on the seller a  contractual
obligation to deliver additional securities.

WHEN-ISSUED SECURITIES, FORWARD COMMITMENTS AND DELAYED SETTLEMENTS

Each Fund may purchase  securities  on a  "when-issued,"  forward  commitment or
delayed  settlement  basis.  In this event,  the Custodian will set aside liquid
assets equal to the amount of the  commitment in a separate  account.  Normally,
the  Custodian  will set  aside  portfolio  securities  to  satisfy  a  purchase
commitment.  In such a case,  a Fund may be required  subsequently  to set aside
additional assets in order to assure that the value of the account remains equal
to the amount of that Fund's  commitment.  It may be expected  that a Fund's net
assets  will  fluctuate  to a  greater  degree  when  it  sets  aside  portfolio
securities to cover such purchase commitments than when it sets aside cash.

The Funds do not intend to engage in these transactions for speculative purposes
but only in furtherance of their investment objectives.  Because a Fund will set
aside liquid assets to satisfy its purchase commitments in the manner described,
that  Fund's  liquidity  and the  ability  of the  Advisor  to  manage it may be
affected in the event that Fund's forward  commitments,  commitments to purchase
when-issued securities and delayed settlements ever exceeded 15% of the value of
its net assets.

A Fund will purchase securities on a when-issued,  forward commitment or delayed
settlement  basis only with the  intention of  completing  the  transaction.  If
deemed advisable as a matter of investment strategy, however, a Fund may dispose
of or renegotiate a commitment after it is entered into, and may sell securities
it has committed to purchase before those  securities are delivered to that Fund
on the settlement date. In these cases a Fund may realize a taxable capital gain
or loss.  When a Fund engages in  when-issued,  forward  commitment  and delayed
settlement  transactions,  it relies on the other party to consummate the trade.
Failure  of such  party  to do so may  result  in a Fund's  incurring  a loss or
missing an opportunity to obtain a price credited to be advantageous.

The market value of the securities  underlying a when-issued  purchase,  forward
commitment to purchase  securities,  or a delayed  settlement and any subsequent
fluctuations  in their market value is taken into account when  determining  the
market  value of a Fund  starting on the day that Fund  agrees to  purchase  the
securities.  A Fund does not earn interest on the securities it has committed to
purchase until they are paid for and delivered on the settlement date.

                                      B-9

BORROWING

Each  Fund is  authorized  to  borrow  money  from  time to time for  temporary,
extraordinary or emergency  purposes or for clearance of transactions in amounts
up to 5% of the value of its total assets at the time of such borrowings

INVESTMENT COMPANIES

The Funds may  invest in  shares of other  investment  companies.  The Funds may
invest in money market mutual funds in connection with their management of daily
cash positions.  In addition to the advisory and  operational  fees a Fund bears
directly in connection with its own operation,  the Fund would also bear its pro
rata  portions  of each other  investment  company's  advisory  and  operational
expenses.

ILLIQUID SECURITIES

Neither  Fund may  invest  more  than  15% of the  value  of its net  assets  in
securities  that at the time of purchase have legal or contractual  restrictions
on resale or are  otherwise  illiquid.  The Advisor  will  monitor the amount of
illiquid  securities  in the Funds'  portfolios,  under the  supervision  of the
Trust's  Board of  Trustees,  to ensure  compliance  with the Funds'  investment
restrictions.

Historically,   illiquid   securities  have  included   securities   subject  to
contractual  or  legal  restrictions  on  resale  because  they  have  not  been
registered under the Securities Act of 1933 (the "Securities  Act"),  securities
which are otherwise not readily  marketable and repurchase  agreements  having a
maturity of longer than seven days.  Securities  which have not been  registered
under the  Securities  Act are referred to as private  placement  or  restricted
securities  and are  purchased  directly  from the  issuer  or in the  secondary
market.  Mutual  funds  do not  typically  hold a  significant  amount  of these
restricted or other illiquid  securities  because of the potential for delays on
resale and  uncertainty in valuation.  Limitations on resale may have an adverse
effect on the  marketability  of  portfolio  securities  and the Funds  might be
unable to sell restricted or other illiquid securities promptly or at reasonable
prices and might thereby experience  difficulty  satisfying  redemption requests
within  seven  days.  The Funds  might  also have to  register  such  restricted
securities  in order to sell them,  resulting in  additional  expense and delay.
Adverse market conditions could impede such a public offering of securities.

In recent years, however, a large institutional market has developed for certain
securities  that  are  not  registered  under  the  Securities  Act,   including
repurchase   agreements,   commercial  paper,   foreign  securities,   municipal
securities and corporate bonds and notes.  Institutional  investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment.  The fact that
there are  contractual or legal  restrictions on resale to the general public or
to  certain   institutions   may  not  reflect  the  actual  liquidity  of  such
investments.  If such securities are subject to purchase by institutional buyers
in accordance  with Rule 144A  promulgated by the SEC under the Securities  Act,
the  Trust's  Board of  Trustees  may  determine  that such  securities  are not
illiquid  securities despite their legal or contractual  restrictions on resale.
In all other cases,  however,  securities subject to restrictions on resale will
be deemed illiquid.

GOVERNMENT OBLIGATIONS

Each Fund may make short-term investments in U.S. Government  obligations.  Such
obligations  include  Treasury bills,  certificates of  indebtedness,  notes and
bonds,  and  issues  of  such  entities  as  the  Government  National  Mortgage
Association ("GNMA"),  Export-Import Bank of the United States, Tennessee Valley
Authority, Resolution Funding Corporation, Farmers Home Administration,  Federal
Home Loan Banks,  Federal  Intermediate Credit Banks, Federal Farm Credit Banks,
Federal Land Banks,  Federal Housing  Administration,  Federal National Mortgage
Association ("FNMA"),  Federal Home Loan Mortgage  Corporation,  and the Student
Loan  Marketing  Association.  Some of these  obligations,  such as those of the

                                      B-10

GNMA, are supported by the full faith and credit of the U.S.  Treasury;  others,
such as those of the Export-Import  Bank of United States,  are supported by the
right of the issuer to borrow from the  Treasury;  others,  such as those of the
FNMA,  are supported by the  discretionary  authority of the U.S.  Government to
purchase the agency's  obligations;  still others,  such as those of the Student
Loan   Marketing   Association,   are  supported  only  by  the  credit  of  the
instrumentality.  No  assurance  can be given  that the  U.S.  Government  would
provide financial support to U.S.  Government-sponsored  instrumentalities if it
is not obligated to do so by law.

ZERO COUPON SECURITIES

Each Fund may invest up to 35% of its net assets in zero coupon securities. Zero
coupon  securities  are  debt  securities  which  have  been  stripped  of their
unmatured interest coupons and receipts, or certificates  representing interests
in such stripped debt  obligations  or coupons.  Because a zero coupon  security
pays no interest to its holder  during its life or for a  substantial  period of
time,  it usually  trades at a deep discount from its 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 which make current
distributions of interest.

VARIABLE AND FLOATING RATE INSTRUMENTS

Each Fund may acquire variable and floating rate  instruments.  Such instruments
are frequently not rated by credit rating  agencies;  however,  unrated variable
and floating  rate  instruments  purchased by a Fund will be  determined  by the
Advisor under  guidelines  established by the Trust's Board of Trustees to be of
comparable quality at the time of the purchase to rated instruments eligible for
purchase by a Fund. In making such determinations, the Advisor will consider the
earning  power,  cash flow and other  liquidity  ratios of the  issuers  of such
instruments  (such issuers include  financial,  merchandising,  bank holding and
other companies) and will monitor their financial condition. An active secondary
market may not exist with  respect  to  particular  variable  or  floating  rate
instruments  purchased by a Fund. The absence of such an active secondary market
could make it  difficult  for the Funds to dispose of the  variable  or floating
rate instrument involved in the event of the issuer of the instrument defaulting
on its payment  obligation or during  periods in which a Fund is not entitled to
exercise its demand rights, and a Fund could, for these or other reasons, suffer
a loss to the extent of the default.  Variable and floating rate instruments may
be secured by bank letters of credit.

                             INVESTMENT RESTRICTIONS

The Trust (on behalf of each Fund) has adopted  the  following  restrictions  as
fundamental policies, which may not be changed without the favorable vote of the
holders of a  "majority,"  as  defined in the  Investment  Company  Act,  of the
outstanding voting securities of the Fund. Under the Investment Company Act, the
"vote of the holders of a majority of the outstanding  voting  securities" means
the vote of the  holders  of the  lesser  of (i) 67% of the  shares  of the Fund
represented  at a  meeting  at  which  the  holders  of  more  than  50%  of its
outstanding  shares  are  represented  or (ii) more than 50% of the  outstanding
shares of the Fund. If a percentage  representation is adhered to at the time of
investment,  a subsequent  increase or decrease in percentage  resulting  from a
change  in the  value  of  assets  will  not  constitute  a  violation  of  that
restriction,   except  with  respect  to  policies  on  borrowing  and  illiquid
securities, or as otherwise noted.

Each Fund is diversified.  This means that as to 75% of each Fund's total assets
(1) no more than 5% may be in the  securities  of a single  issuer,  (2) neither
Fund may hold more than 10% of the  outstanding  voting  securities  of a single
issuer.

                                      B-11

In addition, neither Fund may:

1.   Issue senior  securities,  as defined in the Investment Company Act, except
     that this  restriction  shall not be deemed to  prohibit  the Fund from (a)
     making any permitted borrowings,  mortgages or pledges or (b) entering into
     options, futures or repurchase transactions.
2.   Mortgage, pledge or hypothecate any of its assets except in connection with
     any borrowings.
3.   Invest 25% or more of the market value of its assets in the  securities  of
     companies  engaged in any one industry,  except that this  restriction does
     not apply to  investment  in the  securities  of the U.S.  Government,  its
     agencies or instrumentalities.
4.   Purchase real estate,  commodities or commodity contracts.  (As a matter of
     operating  policy,  the Board of Trustees  may  authorize  the Funds in the
     future to engage in certain activities regarding futures contracts for bona
     fide  hedging  purposes;  any such  authorization  will be  accompanied  by
     appropriate notification to shareholders.)
5.   Make loans to others, except (a) through the purchase of debt securities in
     accordance with its investment objective and policies, or (b) to the extent
     the entry into a repurchase agreement is deemed to be a loan.
6.   Borrow  money or pledge its assets,  except that the Funds may borrow on an
     unsecured  basis from banks for temporary or emergency  purposes or for the
     clearance of  transactions  in amounts not exceeding 5% of its total assets
     (including the amount borrowed).
7.   Purchase securities on margin,  participate on a joint or joint and several
     basis in any securities trading account,  or underwrite  securities.  (Does
     not  preclude the Funds from  obtaining  such  short-term  credit as may be
     necessary  for the  clearance  of  purchases  and  sales  of its  portfolio
     securities.)

The Funds  observe the following  restrictions  as a matter of operating but not
fundamental   policy,   pursuant  to  positions  taken  by  federal   regulatory
authorities. The Funds may not:

1.   Invest in  securities  of other  investment  companies  except as permitted
     under the Investment Company Act.
2.   Invest,  in the  aggregate,  more than 15% of its net assets in  securities
     with legal or contractual restrictions on resale,  securities which are not
     readily  marketable and repurchase  agreements with more than seven days to
     maturity.
3.   Invest in any issuer for purposes of exercising control or management;
4.   Sell securities  short;  or
5.   Invest in stock index  futures,  currency or  financial  futures or related
     options.

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

Pursuant to the Investment  Advisory  Agreement,  the Advisor  determines  which
securities  are to be purchased  and sold by the Funds and which  broker-dealers
will be used to execute the Funds' portfolio  transactions.  Purchases and sales
of securities in the  over-the-counter  market will be executed  directly with a
"market-maker"  unless,  in the  opinion  of the  Advisor,  a better  price  and
execution can otherwise be obtained by using a broker for the transaction.

Purchases of portfolio  securities  for the Funds also may be made directly from
issuers or from  underwriters.  Where possible,  purchase and sale  transactions
will be made through dealers  (including banks) which specialize in the types of
securities  which  the Funds  will be  holding,  unless  better  executions  are
available elsewhere. Dealers and underwriters usually act as principal for their
own account.  Purchases from  underwriters will include a concession paid by the
issuer to the  underwriter  and  purchases  from dealers will include the spread

                                      B-12

between the bid and the asked price.  If the execution and price offered by more
than one  broker,  dealer  or  underwriter  are  comparable,  the  order  may be
allocated to a broker, dealer or underwriter that has provided research or other
services as discussed below. In placing portfolio transactions, the Advisor will
use its best efforts to choose a broker-dealer capable of providing the services
necessary to obtain the most favorable price and execution  available.  The full
range and quality of  services  available  will be  considered  in making  these
determinations,  such as the size of the order, the difficulty of execution, the
operational  facilities of the firm  involved,  the firm's risk in positioning a
block  of  securities,  and  other  factors.  In  those  instances  where  it is
reasonably  determined  that  more  than one  broker-dealer  can  offer the most
favorable  price and execution  available,  consideration  may be given to those
broker-dealers  which furnish or supply research and statistical  information to
the  Advisor  that  it may  lawfully  and  appropriately  use in its  investment
advisory capacities,  as well as provide other services in addition to execution
services.  The Advisor considers such  information,  which is in addition to and
not in lieu of the services  required to be performed by it under its  Agreement
with the Funds, to be useful in varying degrees,  but of  indeterminable  value.
Portfolio  transactions may be placed with broker-dealers who sell shares of the
Funds  subject  to rules  adopted  by the  National  Association  of  Securities
Dealers, Inc.

While it is the Funds' general policy to seek first to obtain the most favorable
price and execution available, in selecting a broker-dealer to execute portfolio
transactions  for  the  Funds,  weight  is  also  given  to  the  ability  of  a
broker-dealer to furnish  brokerage and research services to the Funds or to the
Advisor,  even if the specific services are not directly useful to the Funds and
may be  useful  to  the  Advisor  in  advising  other  clients.  In  negotiating
commissions  with a broker or evaluating the spread to be paid to a dealer,  the
Funds may therefore pay a higher  commission or spread than would be the case if
no weight were given to the furnishing of these supplemental services,  provided
that the amount of such  commission or spread has been  determined in good faith
by the Advisor to be reasonable in relation to the value of the brokerage and/or
research services provided by such broker-dealer. The standard of reasonableness
is to be  measured in light of the  Advisor's  overall  responsibilities  to the
Funds.

Investment  decisions for the Funds are made  independently  from those of other
client accounts or mutual funds managed or advised by the Advisor. Nevertheless,
it is possible that at times  identical  securities  will be acceptable for both
the Funds and one or more of such client  accounts.  In such event, the position
of the Funds and such  client  account(s)  in the same  issuer  may vary and the
length of time that each may choose to hold its  investment  in the same  issuer
may likewise vary.  However, to the extent any of these client accounts seeks to
acquire the same  security as a Fund at the same time,  the Fund may not be able
to acquire as large a portion of such security as it desires,  or it may have to
pay a higher price or obtain a lower yield for such security.  Similarly, a Fund
may not be able to obtain as high a price for, or as large an  execution  of, an
order to sell any  particular  security at the same time. If one or more of such
client accounts simultaneously  purchases or sells the same security that a Fund
is  purchasing  or selling,  each day's  transactions  in such  security will be
allocated  between  the Fund and all such  client  accounts  in a manner  deemed
equitable  by the  Advisor,  taking  into  account the  respective  sizes of the
accounts and the amount being  purchased or sold. It is recognized  that in some
cases this system could have a  detrimental  effect on the price or value of the
security  insofar  as the Fund is  concerned.  In other  cases,  however,  it is
believed that the ability of a Fund to  participate in volume  transactions  may
produce better executions for the Fund.

The  Funds do not place  securities  transactions  through  brokers  solely  for
selling shares of the Funds,  although the Funds may consider the sale of shares
as a factor in allocating  brokerage.  However, as stated above,  broker-dealers
who execute  brokerage  transactions may effect purchases of shares of the Funds
for their  customers.  Brokerage  commissions  paid during the period  beginning
October 1, 1998 and ending  September 30, 1999,  aggregated  $7,287 and $12,966,
for The Rockhaven Fund and The Rockhaven Premier Dividend Fund, respectively.

                                      B-13

                               PORTFOLIO TURNOVER

Although the Funds  generally will not invest for short-term  trading  purposes,
portfolio  securities may be sold without regard to the length of them they have
been held when, in the opinion of the Advisor, investment considerations warrant
such action. Portfolio turnover rate is calculated by dividing (1) the lesser of
purchases  or sales  of  portfolio  securities  for the  fiscal  year by (2) the
monthly  average of the value of  portfolio  securities  owned during the fiscal
year.  A 100%  turnover  rate would  occur if all the  securities  in the Fund's
portfolio,  with the  exception of  securities  whose  maturities at the time of
acquisition were one year or less, were sold and either  repurchased or replaced
within one year.  A high rate of  portfolio  turnover  (100% or more)  generally
leads to higher  transaction costs and may result in a greater number of taxable
transactions.  It is anticipated  that annual  portfolio  turnover rates will be
approximately 200% for each Fund.

Turnover during the fiscal year from October 1, 1998 through  September 30, 1999
for The  Rockhaven  Fund and The Premier  Dividend Fund was 113.36% and 120.16%,
respectively.

                        DETERMINATION OF NET ASSET VALUE

As noted in the Prospectus,  the net asset value and offering price of shares of
each Fund will be determined once daily as of the close of public trading on the
New York Stock Exchange  ("NYSE")  (normally 4:00 p.m. Eastern time) on each day
that the NYSE is open for trading.  The Funds do not expect to determine the net
asset  value of their  shares  on any day when the NYSE is not open for  trading
even if there is sufficient  trading in their portfolio  securities on such days
to materially affect the net asset value per share. However, the net asset value
of Fund  shares may be  determined  on days the NYSE is closed or at times other
than 4:00 p.m. if the Board of Trustees decides it is necessary.

The  Fund's  securities,  including  ADRs,  EDRs and GDRs,  which are  traded on
securities  exchanges are valued at the last sale price on the exchange on which
such  securities  are  traded,  as of the  close  of  business  on the  day  the
securities are being valued or, lacking any reported  sales, at the mean between
the last available bid and asked price.  Securities that are traded on more than
one  exchange  are valued on the  exchange  determined  by the Advisor to be the
primary market. Securities primarily traded in the NASDAQ National Market System
for which market  quotations are readily  available  shall be valued at the last
sale price on the day of valuation, or if there has been no sale on such day, at
the mean between the bid and asked prices.  Over-the-counter  ("OTC") securities
which are not traded in the NASDAQ National Market System shall be valued at the
most recent trade price.  Securities and assets for which market  quotations are
not readily  available  (including  restricted  securities  which are subject to
limitations  as to their  sale) are valued at fair value as  determined  in good
faith by or under the direction of the Board.

The net  asset  value  per  share of each Fund is  calculated  as  follows:  all
liabilities  incurred or accrued are deducted from the valuation of total assets
which includes accrued but  undistributed  income;  the resulting net assets are
divided  by the  number  of shares  of the Fund  outstanding  at the time of the
valuation  and the result  (adjusted to the nearest cent) is the net asset value
per share.

As of the date of this SAI, the NYSE is open for trading  every  weekday  except
for the  following  holidays:  New Year's  Day,  Martin  Luther  King,  Jr. Day,
Presidents'  Day,  Good  Friday,  Memorial  Day,  Independence  Day,  Labor Day,
Thanksgiving Day and Christmas Day.

                     PURCHASE AND REDEMPTION OF FUND SHARES

The information  provided below  supplements  the  information  contained in the
Funds' Prospectus regarding the purchase and redemption of each Fund's shares.

                                      B-14

HOW TO BUY SHARES

Fund shares are purchased at the public offering price (net asset value plus the
applicable  sales charge) next determined after the Transfer Agent receives your
order in proper  form.  In most  cases,  in order to receive  that day's  public
offering price, the Transfer Agent must receive your order in proper form before
the close of regular trading on the New York Stock Exchange ("NYSE"),  currently
4:00 p.m. Orders are in proper form only after  investment money is converted to
U.S. dollars. Orders paid by check and received by 4:00 p.m., Eastern Time, will
generally be available for the purchase of shares the following business day.

If you are  considering  redeeming  or  transferring  shares to  another  person
shortly after  purchase,  you should pay for those shares with a certified check
to avoid any delay in  redemption  or  transfer.  Otherwise  the Funds may delay
payment until the purchase price of those shares has been  collected,  which may
take up to 15 calender  days. To eliminate the need for  safekeeping,  the Funds
will not issue certificates for your shares unless you request them.

The Trust reserves the right in its sole discretion (1) to suspend the continued
offering of the Funds' shares, (2) to reject purchase orders in whole or in part
when in the judgment of the Advisor or the Distributor  such rejection is in the
best  interest of the Funds,  and (3) to reduce or waive the minimum for initial
and subsequent investments for certain fiduciary accounts or under circumstances
where certain economies can be achieved in sales of the Funds' shares.

Selected  securities  brokers,  dealers or  financial  intermediaries  may offer
shares  of the  Funds.  Investors  should  contact  these  agents  directly  for
appropriate instructions,  as well as information pertaining to accounts and any
service or transaction fees that may be charged by those agents. Purchase orders
through  securities  brokers,  dealers and other  financial  intermediaries  are
effected at the  next-determined  net asset value after  receipt of the order by
such agent before the Funds' daily cutoff time,  currently  the close of regular
NYSE  trading.  Orders  received  after  that  time  will  be  purchased  at the
next-determined net asset value.

The Funds may also issue  Fund  shares in  exchange  for  appropriate  portfolio
securities.   Such  transactions  may  benefit  the  Funds  by  eliminating  the
transaction  costs  that  would  otherwise  be borne by the Funds in  purchasing
portfolio securities in the stock markets. Under certain limited conditions,  an
investor may purchase Fund shares with portfolio  securities that are moved into
a Fund's portfolio on a tax-free basis for the investor.  In such instance,  the
unrealized  gain or loss in the transferred  portfolio  would become  unrealized
gain or loss for the Fund.

DEALER COMMISSIONS

The Distributor  pays a portion of the sales charges imposed on purchases of the
Funds' shares to retail dealers, as follows:

                                                Dealer Commission
                                                    as a % of
             Your Investment                     Offering Price
             ---------------                     --------------
             Up to $99,000                            5.00%
             $100,000-$249,000                        4.00%
             $250,000-$499,999                        3.00%
             $500,000-$999,999                        1.75%
             $1,000,000 and over                      none

HOW TO SELL SHARES

You can sell  your Fund  shares  any day the NYSE is open for  regular  trading,
either directly to the Fund or through your investment representative.  The Fund
will forward  redemption  proceeds or redeem  shares for which it has  collected
payment of the purchase price.

                                      B-15

Payments to  shareholders  for shares of a Fund redeemed  directly from the Fund
will be made as promptly as possible but no later than seven days after  receipt
by the Fund's  Transfer  Agent of the written  request in proper form,  with the
appropriate  documentation  as stated in the Prospectus,  except that a Fund may
suspend  the right of  redemption  or  postpone  the date of payment  during any
period when (a) trading on the NYSE is  restricted  as  determined by the SEC or
the NYSE is closed for other than weekends and holidays; (b) an emergency exists
as determined by the SEC making disposal of portfolio securities or valuation of
net assets of the Fund not reasonably practicable;  or (c) for such other period
as the SEC may permit for the protection of the Funds' shareholders.  At various
times,  a Fund  may be  requested  to  redeem  shares  for  which it has not yet
received confirmation of good payment; in this circumstance,  the Fund may delay
the redemption  until payment for the purchase of such shares has been collected
and confirmed to the Fund.

SELLING SHARES DIRECTLY TO THE FUND

Send a signed  letter of  instruction  to the  Transfer  Agent,  along  with any
certificates  that represent shares you want to sell. The price you will receive
is the next net asset value  calculated  after the Fund receives your request in
proper form. In order to receive that day's net asset value,  the Transfer Agent
must receive your request before the close of regular trading on the NYSE.

SELLING SHARES THROUGH YOUR INVESTMENT REPRESENTATIVE

Your  investment  representative  must receive your request  before the close of
regular  trading  on the NYSE to  receive  that  day's  net  asset  value.  Your
investment  representative  will be  responsible  for  furnishing  all necessary
documentation to the Transfer Agent, and may charge you for its services. If you
sell shares having a net asset value of $100,000 or more, a signature  guarantee
is required.

If you want your redemption  proceeds sent to an address other than your address
as it  appears  on the  Transfer  Agent's  records,  a  signature  guarantee  is
required. The Funds may require additional  documentation for the sale of shares
by a corporation,  partnership,  agent or fiduciary, or a surviving joint owner.
Contact the Transfer Agent for details.

Signature  guarantees may be obtained from a bank,  broker-dealer,  credit union
(if authorized under state law),  securities  exchange or association,  clearing
agency or  savings  institution.  A notary  public  cannot  provide a  signature
guarantee

DELIVERY OF PROCEEDS

The Funds generally send you payment for your shares the business day after your
request is received in proper form, assuming the Funds have collected payment of
the purchase price of your shares.  Under unusual  circumstances,  the Funds may
suspend redemptions,  or postpone payment for more than seven days, as permitted
by federal securities law.

TELEPHONE REDEMPTIONS

Telephone   transaction   privileges   are  made   available   to   shareholders
automatically  upon opening an account  unless the  privilege is declined in the
Account Application.  Upon receipt of any instructions or inquiries by telephone
from a shareholder  or, if held in a joint account,  from either party,  or from
any  person  claiming  to be the  shareholder,  the  Funds  or  their  agent  is
authorized, without notifying the shareholder or joint account parties, to carry
out the instructions or to respond to the inquiries, consistent with the service
options chosen by the  shareholder or joint  shareholders in his or their latest
Account Application or other written request for services,  including purchasing
or redeeming shares of the Funds and depositing and withdrawing  monies from the
bank  account  specified  in  the  Bank  Account  Registration  section  of  the
shareholder's  latest Account  Application or as otherwise properly specified to
the Funds in writing.

                                      B-16

The Transfer Agent will employ these and other reasonable  procedures to confirm
that instructions  communicated by telephone are genuine; if such procedures are
observed,  neither  the  Funds  nor their  agents  will be liable  for any loss,
liability, cost or expense arising out of any redemption request,  including any
fraudulent or unauthorized request. For information, consult the Transfer Agent.

During  periods of unusual  market  changes and  shareholder  activity,  you may
experience delays in contacting the Transfer Agent by telephone.  In this event,
you may  wish to  submit a  written  redemption  request,  as  described  in the
Prospectus, or contact your investment representative.  The Telephone Redemption
Privilege  is not  available  if you were  issued  certificates  for shares that
remain  outstanding.  The  Telephone  Redemption  Privilege  may be  modified or
terminated without notice.

REDEMPTIONS-IN-KIND

The Funds intend to pay cash (U.S. dollars) for all shares redeemed,  but, under
abnormal  conditions that make payment in cash unwise, the Fund may make payment
partly  in its  portfolio  securities  with a current  amortized  cost or market
value, as appropriate, equal to the redemption price. Although the Fund does not
anticipate that it will make any part of a redemption payment in securities,  if
such payment were made, an investor may incur brokerage costs in converting such
securities  to cash.  The Trust has elected to be governed by the  provisions of
Rule 18f-1 under the Investment  Company Act, which require that the Fund pay in
cash all requests for redemption by any shareholder of record limited in amount,
however,  during any 90-day  period to the lesser of $250,000 or 1% of the value
of the Fund's net assets at the beginning of such period.

                                   MANAGEMENT

The overall  management  of the business and affairs of the Trust is vested with
its Board of Trustees. The Board approves all significant agreements between the
Trust  and  persons  or  companies  furnishing  services  to it,  including  the
agreements with the Advisor,  Administrator,  Custodian and Transfer Agent.  The
day to day operations of the Trust are delegated to its officers, subject to the
Fund's investment objective and policies and to general supervision by the Board
of Trustees.

The Trustees and officers of the Trust, their birth dates and positions with the
Trust, their business  addresses and principal  occupations during the past five
years are:

WALTER E. AUCH, SR. (born 1921) Trustee
6001 N. 62nd Place, Paradise Valley, AZ 85153. Business Consultant and Director,
Nicholas-Applegate  Institutional  Mutual Funds, Salomon Smith Barney Trak Funds
and Concert Series,  Pimco Advisors L.P., Banyan Strategic Realty Trust,  Legend
Properties and Senele Group.

ERIC M. BANHAZL* (born 1957) Trustee, President and Treasurer
2020 E. Financial Way, Glendora, CA 91741. Executive Vice President,  Investment
Company  Administration,  LLC; Vice President,  First Fund  Distributors,  Inc.;
Treasurer, Guinness Flight Investment Funds, Inc.

DONALD E. O'CONNOR (born 1936) Trustee
1700 Taylor Avenue, Fort Washington,  MD 20744. Retired; formerly Executive Vice
President and Chief  Operating  Officer of ICI Mutual  Insurance  Company (until
January, 1997); Vice President, Operations,  Investment Company Institute (until
June,  1993);  Independent  Director,  The Parnassus Fund, The Parnassus  Income
Fund, and Allegiance Investment Trust.

                                      B-17

GEORGE T. WOFFORD III (born 1939) Trustee
305 Glendora  Circle,  Danville,  CA 94526.  Senior Vice President,  Information
Services, Federal Home Loan Bank of San Francisco.

STEVEN J. PAGGIOLI (born 1950) Vice President
915  Broadway,  Suite  1605,  New York,  NY  10010.  Executive  Vice  President,
Investment Company Administration, LLC; Vice President, First Fund Distributors,
Inc.;  President and Trustee,  Professionally  Managed Portfolios;  Trustee, The
Managers Funds.

ROBERT H. WADSWORTH (born 1940) Vice President
4455 E.  Camelback  Rd. Suite 261-E,  Phoenix,  AZ 85018.  President,  Robert H.
Wadsworth & Associates,  Inc., Investment Company Administration,  LLC and First
Fund  Distributors,  Inc.; Vice President,  Professionally  Managed  Portfolios;
President, Guinness Flight Investment Funds, Inc.; Director, Germany Fund, Inc.,
New Germany Fund,  Inc.,  Central European Equity Fund, Inc. and Deutsche Funds,
Inc.

CHRIS O. MOSER (born 1949) Secretary
4455 E.  Camelback Rd. Suite 261-E,  Phoenix,  AZ 85018.  Employed by Investment
Company  Administration,  LLC (since July 1996);  Formerly employed by Bank One,
N.A.  (From  August  1995  until  July  1996;  O'Connor,   Cavanagh,   Anderson,
Killingsworth and Beshears (law firm) (until August 1995). * denotes Trustee who
is an "interested person" of the Trust under the Investment Company Act.

Set forth below is the rate of compensation  received by the following  Trustees
from all other portfolios of the Trust. This total amount is allocated among the
portfolios.   Disinterested   Trustees   receive  an  annual  fee  of   $12,000.
Disinterested  Trustees are also reimbursed for expenses in connection with each
Board  meeting  attended.  No other  compensation  or  retirement  benefits were
received by any Trustee or officer from other portfolios of the Trust. The Trust
has no pension or  retirement  plan. No other entity  affiliated  with the Trust
pays any compensation to the Trustees.

The Trust has no pension or retirement plan. No other entity affiliated with the
Trust pays any compensation to the Trustees.

For the fiscal year ended September 30, 1999, Trustees' fees and expenses in the
amount of $6,678 were allocated to the Funds.

Name and Position                       Aggregate Compensation From the Trust
- -----------------                       -------------------------------------
Walter E. Auch, Sr., Trustee                           $12,000
Donald E. O'Connor, Trustee                            $12,000
George T. Wofford III, Trustee                         $12,000

The Declaration of Trust provides that the Trust will indemnify its Trustees and
officers against liabilities and expenses incurred in connection with litigation
in which they may be involved  because of their offices with the Trust,  unless,
as to liability to the Trust or its shareholders, it is finally adjudicated that
they engaged in willful  misfeasance,  bad faith,  gross  negligence or reckless
disregard of the duties  involved in their offices or with respect to any matter
unless it is  finally  adjudicated  that  they did not act in good  faith in the
reasonable  belief that their actions were in the best interest of the Trust. In
the case of settlement,  such indemnification will not be provided unless it has
been  determined  by a court or other body  approving  the  settlement  or other
disposition,  or by a  reasonable  determination  based upon a review of readily
available facts, by vote of a majority of disinterested Trustees or in a written
opinion of independent counsel,  that such officers or Trustees have not engaged
in willful  misfeasance,  bad faith,  gross negligence or reckless  disregard of
their duties.

                                      B-18

THE ADVISOR

Rockhaven Asset Management, LLC acts as investment advisor to the Funds pursuant
to an Investment Advisory Agreement (the "Advisory Agreement").  Subject to such
policies as the Board of Trustees may determine,  the Advisor is responsible for
investment  decisions  for the  Funds.  Pursuant  to the  terms of the  Advisory
Agreement,  the  Advisor  provides  the Funds  with such  investment  advice and
supervision  as it deems  necessary  for the  proper  supervision  of the Funds'
investments. The Advisor continuously provides investment programs and determine
from time to time what securities shall be purchased, sold or exchanged and what
portion of the Funds' assets shall be held uninvested. The Advisor furnishes, at
its own expense, all services,  facilities and personnel necessary in connection
with managing the  investments  and  effecting  portfolio  transactions  for the
Funds. The Advisory  Agreement will continue in effect from year to year only if
such  continuance  is  specifically  approved at least  annually by the Board of
Trustees or by vote of a majority of each Fund's  outstanding  voting securities
and by a majority of the Trustees who are not parties to the Advisory  Agreement
or interested  persons of any such party, at a meeting called for the purpose of
voting on such Advisory Agreement.

Pursuant to the terms of the  Advisory  Agreement,  the Advisor is  permitted to
render services to others.  The Advisory Agreement is terminable without penalty
by the Trust on  behalf  of a Fund on not more  than 60 days',  nor less than 30
days',  written notice when  authorized  either by a majority vote of the Fund's
shareholders  or by a vote of a majority  of the Board of Trustees of the Trust,
or by the  Advisor  on not more than 60 days',  nor less than 30 days',  written
notice,  and will  automatically  terminate in the event of its "assignment" (as
defined in the Investment Company Act). The Advisory Agreement provides that the
Advisor  under such  agreement  shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any  investment  or for any act or
omission in the execution of portfolio  transactions  for the Funds,  except for
wilful  misfeasance,  bad faith or gross  negligence in the  performance  of its
duties,  or by  reason of  reckless  disregard  of its  obligations  and  duties
thereunder.

In the event the operating expenses of a Fund, including all investment advisory
and administration  fees, but excluding  brokerage  commissions and fees, taxes,
interest and  extraordinary  expenses  such as  litigation,  for any fiscal year
exceed the Fund's expense limitation,  the Advisor shall reduce its advisory fee
(which  fee is  described  below)  to the  extent  of its  share of such  excess
expenses.  The amount of any such  reduction to be borne by the Advisor shall be
deducted  from the monthly  advisory fee  otherwise  payable with respect to the
Fund during such fiscal year; and if such amounts should exceed the monthly fee,
the  Advisor  shall pay to the Fund its share of such  excess  expenses no later
than the last day of the first month of the next succeeding fiscal year.

In  consideration  of the  services  provided  by the  Advisor  pursuant  to the
Advisory  Agreement,  the  Advisor  is  entitled  to  receive  from each Fund an
investment advisory fee computed daily and paid monthly based on a rate equal to
a percentage of the Fund's average daily net assets specified in the Prospectus.
However,  the  Advisor  may  voluntarily  agree to waive a  portion  of the fees
payable to it on a month-to-month basis.

The Funds are  responsible  for their own  operating  expenses.  The Advisor has
contractually  agreed to reduce  fees  payable to it by the Funds and to pay the
Funds' operating expenses to the extent necessary to limit each Fund's aggregate
annual operating expenses (excluding interest and tax expenses) to the limit set
forth in the Expense Table (the "expense cap").  Any such reductions made by the
Advisor in its fees or payment of expenses  which are the Funds'  obligation are
subject to  reimbursement  by the Funds to the  Advisor,  if so requested by the
Advisor, in subsequent fiscal years if the aggregate amount actually paid by the
Funds  toward the  operating  expenses for such fiscal year (taking into account
the reimbursement) do not exceed the applicable limitation on Fund expenses. The
Advisor is  permitted  to be  reimbursed  only for fee  reductions  and  expense
payments made in the previous three fiscal years,  but is permitted to look back
five  years and four  years,  respectively,  during  the  initial  six years and
seventh year of the Fund's operations. Any such reimbursement is also contingent
upon Board of Trustees'  subsequent  review and  ratification  of the reimbursed
amounts.  Such  reimbursement  may not be paid  prior to the  Fund's  payment of
current ordinary operating expenses.

                                      B-19

During the period  beginning  October 1, 1998 through  September  30, 1999,  the
Advisor  earned  $23,276 and $40,522 in advisory fees for The Rockhaven Fund and
The Premier Dividend Fund, respectively. The Advisor has contractually agreed to
limit total fund operating  expenses to 1.50% of average net assets annually for
both Funds. As a result of that  limitation,  the Advisor waived the full amount
of its fee and paid Fund operating expenses in the amount of $96,186 and $85,162
for The Rockhaven Fund and The Premier Dividend Fund, respectively.

The Advisor is controlled by Christopher H. Wiles and AmSouth Bancorporation.

THE ADMINISTRATOR

Pursuant  to  an  Administration  Agreement  (the  "Administration  Agreement"),
Investment  Company  Administration,  LLC is the administrator of the Funds (the
"Administrator").  The Administrator provides certain administrative services to
the Funds, including, among other responsibilities, coordinating the negotiation
of contracts and fees with, and the  monitoring of  performance  and billing of,
the Funds' independent  contractors and agents;  preparation for signature by an
officer of the Trust of all documents required to be filed for compliance by the
Trust and the Funds with applicable laws and regulations  excluding those of the
securities laws of various states;  arranging for the computation of performance
data, including net asset value and yield;  responding to shareholder inquiries;
and  arranging  for the  maintenance  of books and  records  of the  Funds,  and
providing,  at its own  expense,  office  facilities,  equipment  and  personnel
necessary to carry out its duties. In this capacity,  the Administrator does not
have any  responsibility  or  authority  for the  management  of the Funds,  the
determination  of  investment  policy,  or  for  any  matter  pertaining  to the
distribution of Fund shares.

The  Administration  Agreement  is  terminable  without  penalty by the Trust on
behalf  of the Fund or by the  Administrator  on 60  days'  written  notice  (as
defined in the  Investment  Company  Act).  The  Administration  Agreement  also
provides that neither the Administrator or its personnel shall be liable for any
error  of  judgment  or  mistake  of law  or for  any  act  or  omission  in the
administration of the Funds, except for willful misfeasance,  bad faith or gross
negligence  in the  performance  of its or their duties or by reason of reckless
disregard  of its or their  obligations  and  duties  under  the  Administration
Agreement.

For its services, the Administrator receives a monthly fee from each Fund at the
following annual rate, subject to a $30,000 annual minimum:

Fund Asset Level                                  Fee Rate
- ----------------                                  --------
First $50 million                      0.20% of average daily net assets
Next $50 million                       0.15% of average daily net assets
Next $50 million                       0.10% of average daily net assets
Next $50 million, and thereafter       0.05% of average daily net assets

                             DISTRIBUTION AGREEMENT

The  Trust  has  entered  into  a  Distribution   Agreement  (the  "Distribution
Agreement") with First Fund Distributors, Inc. (the "Distributor"),  pursuant to
which  the  Distributor  acts  as  the  Funds'  underwriter,   provides  certain
administration  services  and  promotes  and arranges for the sale of the Funds'
shares. The Distributor is an affiliate of the Administrator.

The  Distribution  Agreement will continue in effect with respect to a Fund only
if such  continuance is specifically  approved at least annually by the Board of
Trustees or by vote of a majority of the Fund's  outstanding  voting  securities
and, in either  case,  by a majority of the  Trustees who are not parties to the
Distribution  Agreement or  "interested  persons" (as defined in the  Investment
Company Act) of any such party. The Distribution Agreement is terminable without

                                      B-20

penalty  by the  Trust on  behalf  of a Fund on 60  days'  written  notice  when
authorized either by a majority vote of the Fund's  shareholders or by vote of a
majority  of the Board of  Trustees  of the Trust,  including  a majority of the
Trustees who are not "interested  persons" (as defined in the Investment Company
Act) of the Trust, or by the  Distributor on 60 days' written  notice,  and will
automatically  terminate  in the event of its  "assignment"  (as  defined in the
Investment  Company Act). The Distribution  Agreement also provides that neither
the Distributor nor its personnel shall be liable for any act or omission in the
course  of,  or  connected  with,  rendering  services  under  the  Distribution
Agreement,  except for  willful  misfeasance,  bad faith,  gross  negligence  or
reckless disregard of its obligations or duties.

                            DISTRIBUTION ARRANGEMENTS

Pursuant to a plan of distribution adopted by the Trust, on behalf of the Funds,
pursuant to Rule 12b-1 under the Investment Company Act (the "Plan"),  each Fund
may pay  distribution  and related expenses up to .25% of its average annual net
assets, as compensation,  to the Advisor as Distribution  Coordinator.  Expenses
permitted  to  compensate  the  Advisor for include  preparation,  printing  and
mailing of  prospectuses,  shareholder  reports such as  semi-annual  and annual
reports,  performance  reports  and  newsletters,  sales  literature  and  other
promotional  material  to  prospective  investors,  direct  mail  solicitations,
advertising,  public  relations,  compensation of sales  personnel,  advisors or
other third parties for their assistance with respect to the distribution of the
Fund's shares,  payments to financial  intermediaries  for shareholder  support,
administrative and accounting  services with respect to shareholders of the Fund
and such other  expenses  as may be  approved  from time to time by the Board of
Trustees of the Trust.

Under the Plan,  the  Trustees  will be  furnished  quarterly  with  information
detailing  the amount of expenses paid under the Plan and the purposes for which
payments were made. The Plan may be terminated at any time by vote of a majority
of the Trustees of the Trust who are not interested persons. Continuation of the
Plan is considered by such Trustees no less frequently than annually. During the
period  beginning  October 1, 1998 and ending  September 30, 1999, The Rockhaven
Fund paid the Distribution Coordinator distribution fees totaling $7,759 and The
Premier  Dividend  Fund  paid the  Distribution  Coordinator  distribution  fees
totaling  $13,507.  These fees were used to pay the Advisor for Fund advertising
expenses,  presentation  and  road  show  expenses  incurred,  marketing-related
printing fees, and  compensation  to employees  involved in distribution of Fund
shares.

                                    TAXATION

The Funds  intend to  continue to qualify and elect to be treated as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, (the
"Code"),  for each taxable year by complying  with all  applicable  requirements
regarding the source of its income,  the  diversification of its assets, and the
timing  of  its  distributions.  The  Fund's  policy  is to  distribute  to  its
shareholders  all of its investment  company taxable income and any net realized
capital  gains  for  each  fiscal  year  in a  manner  that  complies  with  the
distribution  requirements  of the Code, so that the Fund will not be subject to
any federal income or excise taxes based on net income.  However,  the Board may
elect to pay such excise  taxes if it  determines  that  payment  is,  under the
circumstances, in the best interests of the Funds.

In order to qualify as a regulated  investment  company,  the Funds must,  among
other  things,  (a)  derive  at least  90% of its  gross  income  each year from
dividends,  interest,  payments  with respect to loans of stock and  securities,
gains  from the sale or other  disposition  of stock or  securities  or  foreign
currency gains related to  investments  in stock or securities,  or other income
(generally  including gains from options,  futures or forward contracts) derived
with respect to the business of investing in stock,  securities or currency, and
(b) diversify its holdings so that,  at the end of each fiscal  quarter,  (i) at
least 50% of the market value of its assets is represented by cash,  cash items,
U.S. Government  securities,  securities of other regulated investment companies
and other securities limited,  for purposes of this calculation,  in the case of
other  securities  of any one  issuer to an amount  not  greater  than 5% of the
Fund's assets or 10% of the voting  securities of the issuer,  and (ii) not more

                                      B-21

than 25% of the value of its assets is  invested  in the  securities  of any one
issuer (other than U.S.  Government  securities or securities of other regulated
investment companies).  As such, and by complying with the applicable provisions
of the Code,  the Fund will not be  subject  to  federal  income  tax on taxable
income (including realized capital gains) that is distributed to shareholders in
accordance  with the timing  requirements  of the Code. If the Fund is unable to
meet  certain  requirements  of the Code,  it may be  subject to  taxation  as a
corporation.

Distributions  of net  investment  income and net realized  capital gains by the
Fund will be taxable to  shareholders  whether made in cash or reinvested by the
Fund in shares.  In  determining  amounts of net  realized  capital  gains to be
distributed,  any capital loss  carry-overs  from the eight prior  taxable years
will be applied  against  capital gains.  Shareholders  receiving a distribution
from  the Fund in the form of  additional  shares  will  have a cost  basis  for
federal  income tax  purposes in each share so  received  equal to the net asset
value of a share of the Fund on the reinvestment  date. Fund  distributions also
will be included in individual and corporate  shareholders'  income on which the
alternative minimum tax may be imposed.

The Fund or the securities dealer effecting a redemption of the Fund's shares by
a  shareholder  will be required to file  information  reports with the Internal
Revenue Service ("IRS") with respect to  distributions  and payments made to the
shareholder.  In addition,  the Fund will be required to withhold federal income
tax at the rate of 31% on taxable dividends, redemptions and other payments made
to  accounts  of  individual  or  other  non-exempt  shareholders  who  have not
furnished their correct  taxpayer  identification  numbers and certain  required
certifications on the New Account  application or with respect to which the Fund
or the securities  dealer has been notified by the IRS that the number furnished
is incorrect or that the account is otherwise subject to withholding.

The Fund intends to declare and pay dividends and other distributions, as stated
in the  prospectuses.  In order to avoid the payment of any  federal  excise tax
based on net  income,  the Fund must  declare on or before  December  31 of each
year, and pay on or before January 31 of the following  year,  distributions  at
least equal to 98% of its ordinary  income for that  calendar  year and at least
98% of the excess of any capital gains over any capital  losses  realized in the
one-year period ending October 31 of that year,  together with any undistributed
amounts of ordinary  income and capital gains (in excess of capital losses) from
the previous calendar year.

The Fund may  receive  dividend  distributions  from U.S.  corporations.  To the
extent  that  the Fund  receives  such  dividends  and  distributes  them to its
shareholders,  and meets  certain  other  requirements  of the  Code,  corporate
shareholders of the Fund may be entitled to the "dividends  received" deduction.
Availability  of  the  deduction  is  subject  to  certain  holding  period  and
debt-financing limitations.

If more  than  50% in value of the  total  assets  of the Fund at the end of its
fiscal year is invested in stock or securities of foreign corporations, the Fund
may elect to pass through to its  shareholders the pro rata share of all foreign
income taxes paid by the Fund.  If this election is made,  shareholders  will be
(i) required to include in their gross income their pro rata share of the Fund's
foreign source income (including any foreign income taxes paid by the Fund), and
(ii)  entitled  either to deduct their share of such foreign  taxes in computing
their  taxable  income or to claim a credit  for such taxes  against  their U.S.
income tax, subject to certain  limitations  under the Code,  including  certain
holding  period  requirements.  In this case,  shareholders  will be informed in
writing by the Fund at the end of each calendar year regarding the  availability
of any  credits  on and the  amount  of  foreign  source  income  (including  or
excluding  foreign income taxes paid by the Fund) to be included in their income
tax returns. If not more than 50% in value of the Fund's total assets at the end
of its fiscal year is invested in stock or securities  of foreign  corporations,
the Fund will not be entitled under the Code to pass through to its shareholders
their pro rata share of the foreign taxes paid by the Fund. In this case,  these
taxes will be taken as a deduction by the Fund.

The Fund may be subject to foreign  withholding  taxes on dividends and interest
earned with respect to securities of foreign corporations.

                                      B-22

The use of hedging  strategies,  such as entering  into  futures  contracts  and
forward  contracts  and  purchasing  options,  involves  complex rules that will
determine  the  character and timing of  recognition  of the income  received in
connection therewith by the Fund. Income from foreign currencies (except certain
gains  therefrom  that may be  excluded by future  regulations)  and income from
transactions in options,  futures contracts and forward contracts derived by the
Fund with  respect  to its  business  of  investing  in  securities  or  foreign
currencies will qualify as permissible income under Subchapter M of the Code.

For accounting purposes,  when the Fund purchases an option, the premium paid by
the Fund is  recorded  as an asset and is  subsequently  adjusted to the current
market  value of the  option.  Any gain or loss  realized  by the Fund  upon the
expiration  or sale of such options held by the Fund  generally  will be capital
gain or loss.

Any security,  option,  or other position  entered into or held by the Fund that
substantially diminishes the Fund's risk of loss from any other position held by
the Fund may  constitute  a  "straddle"  for  federal  income tax  purposes.  In
general,  straddles  are  subject to certain  rules that may affect the  amount,
character  and timing of the Fund's  gains and losses  with  respect to straddle
positions  by  requiring,   among  other  things,  that  the  loss  realized  on
disposition  of one position of a straddle be deferred until gain is realized on
disposition  of the  offsetting  position;  that the  Fund's  holding  period in
certain straddle positions not begin until the straddle is terminated  (possibly
resulting  in the gain being  treated as  short-term  capital  gain  rather than
long-term  capital  gain);  and that losses  recognized  with respect to certain
straddle positions,  which would otherwise constitute short-term capital losses,
be treated as long-term capital losses. Different elections are available to the
Fund that may mitigate the effects of the straddle rules.

Certain  options,  futures  contracts and forward  contracts that are subject to
Section 1256 of the Code  ("Section  1256  Contracts")  and that are held by the
Fund at the end of its taxable year  generally will be required to be "marked to
market" for federal  income tax  purposes,  that is, deemed to have been sold at
market value.  Sixty percent of any net gain or loss  recognized on these deemed
sales and 60% of any net gain or loss  realized from any actual sales of Section
1256  Contracts  will be  treated as  long-term  capital  gain or loss,  and the
balance will be treated as short-term capital gain or loss.

Section 988 of the Code contains special tax rules applicable to certain foreign
currency  transactions  that may affect the  amount,  timing  and  character  of
income, gain or loss recognized by the Fund. Under these rules, foreign exchange
gain  or  loss  realized  with  respect  to  foreign  currency-denominated  debt
instruments,  foreign currency forward contracts,  foreign currency  denominated
payables and  receivables  and foreign  currency  options and futures  contracts
(other  than   options  and  futures   contracts   that  are   governed  by  the
mark-to-market  and  60/40  rules of  Section  1256 of the Code and for which no
election is made) is treated as ordinary income or loss. Some part of the Fund's
gain or loss on the sale or other disposition of shares of a foreign corporation
may,  because  of  changes in foreign  currency  exchange  rates,  be treated as
ordinary  income or loss under  Section  988 of the Code  rather than as capital
gain or loss.

A  shareholder  who  purchases  shares of the Fund by tendering  payment for the
shares in the form of other securities may be required to recognize gain or loss
for income tax purposes on the difference, if any, between the adjusted basis of
the securities  tendered to the fund and the purchase price of the Fund's shares
acquired by the shareholder.

Section 475 of the Code requires that a "dealer" in  securities  must  generally
"mark to market" at the end of its taxable  year all  securities  which it owns.
The  resulting  gain or loss is treated as ordinary  (and not  capital)  gain or
loss, except to the extent allocable to periods during which the dealer held the
security for investment.  The "mark to market" rules do not apply, however, to a
security held for investment which is clearly identified in the dealer's records
as being held for investment before the end of the day in which the security was
acquired.  The IRS has issued guidance under Section 475 that provides that, for
example,  a bank  that  regularly  originates  and  sells  loans is a dealer  in
securities,  and subject to the "mark to market" rules.  Shares of the Fund held

                                      B-23

by a dealer in  securities  will be subject to the "mark to market" rules unless
they are held by the dealer for  investment and the dealer  property  identifies
the shares as held for investment.

Redemptions  and  exchanges of shares of the Fund will result in gains or losses
for tax  purposes to the extent of the  difference  between the proceeds and the
shareholder's  adjusted  tax basis for the shares.  Any loss  realized  upon the
redemption  or exchange of shares  within six months from their date of purchase
will be treated as a long-term  capital loss to the extent of  distributions  of
long-term capital gain dividends during such six-month period.  All or a portion
of a loss realized upon the redemption of shares may be disallowed to the extent
shares  are  purchased   (including  shares  acquired  by  means  of  reinvested
dividends) within 30 days before or after such redemption.

Distributions  and  redemptions  may be subject to state and local income taxes,
and the  treatment  thereof may differ from the  federal  income tax  treatment.
Foreign taxes may apply to non-U.S. investors.

The above  discussion  and the related  discussion in the  prospectuses  are not
intended to be complete  discussions of all applicable  federal tax consequences
of an investment in the Fund. The law firm of Paul, Hastings,  Janofsky & Walker
LLP has expressed no opinion in respect thereof.  Nonresident aliens and foreign
persons are subject to different tax rules, and may be subject to withholding of
up to 30% on certain payments  received from the Fund.  Shareholders are advised
to consult with their own tax advisers  concerning  the  application of foreign,
federal, state and local taxes to an investment in the Fund.

                           DIVIDENDS AND DISTRIBUTIONS

The Funds will receive  income in the form of dividends  and interest  earned on
its investments in securities.  This income,  less the expenses  incurred in its
operations,  is each Fund's net investment  income,  substantially  all of which
will be declared as dividends to each Fund's shareholders.

The amount of income dividend payments by the Funds is dependent upon the amount
of net investment  income received by the Fund from its portfolio  holdings,  is
not guaranteed and is subject to the discretion of the Board.  The Fund does not
pay  "interest"  or guarantee  any fixed rate of return on an  investment in its
shares.

The Fund also may derive  capital  gains or losses in  connection  with sales or
other  dispositions  of its  portfolio  securities.  Any net  gain  the Fund may
realize  from  transactions  involving  investments  held less  than the  period
required for long-term  capital gain or loss recognition or otherwise  producing
short-term  capital  gains and losses  (taking  into  account any  carryover  of
capital losses from the eight previous  taxable years),  although a distribution
from capital gains,  will be distributed to  shareholders  with and as a part of
dividends giving rise to ordinary income. If during any year the Fund realizes a
net gain on  transactions  involving  investments  held  more  than  the  period
required for long-term  capital gain or loss recognition or otherwise  producing
long-term  capital gains and losses,  the Fund will have a net long-term capital
gain.  After  deduction of the amount of any net  short-term  capital loss,  the
balance (to the extent not offset by any capital  losses  carried  over from the
eight  previous  taxable  years) will be  distributed  and treated as  long-term
capital gains in the hands of the shareholders  regardless of the length of time
the Fund's shares may have been held by the  shareholders.  For more information
concerning applicable capital gains tax rates, see your tax advisor.

Any dividend or distribution paid by the Fund reduces the Fund's net asset value
per share on the date paid by the amount of the  dividend  or  distribution  per
share. Accordingly,  a dividend or distribution paid shortly after a purchase of
shares by a  shareholder  would  represent,  in substance,  a partial  return of
capital  (to the extent it is paid on the shares so  purchased),  even though it
would be subject to income taxes.

Dividends and other  distributions will be made in the form of additional shares
of the Fund unless the shareholder has otherwise  indicated.  Investors have the
right to change their  elections with respect to the  reinvestment  of dividends

                                      B-24

and  distributions  by  notifying  the Transfer  Agent in writing,  but any such
change will be effective only as to dividends and other  distributions for which
the record  date is seven or more  business  days after the  Transfer  Agent has
received the written request.

                             PERFORMANCE INFORMATION

TOTAL RETURN

Average  annual  total  return  quotations  used in the Fund's  advertising  and
promotional materials are calculated according to the following formula:

                                         n
                                 P(1 + T)  = ERV

where "P" equals a hypothetical  initial  payment of $1,000;  "T" equals average
annual total return; "n" equals the number of years; and "ERV" equals the ending
redeemable value at the end of the period of a hypothetical  $1,000 payment made
at the beginning of the period.

Under the foregoing formula,  the time periods used in advertising will be based
on rolling calendar quarters, updated to the last day of the most recent quarter
prior to submission of the  advertising  for  publication.  Average annual total
return,  or "T" in the above formula,  is computed by finding the average annual
compounded  rates of return over the period that would equate the initial amount
invested to the ending redeemable value. Average annual total return assumes the
reinvestment of all dividends and distributions.

For the period from October 1, 1998 through  September  30, 1999,  The Rockhaven
Fund and The  Premier  Dividend  Fund had Total  Returns of 21.88%  and  35.98%,
respectively.

OTHER INFORMATION

Performance  data of the  Fund  quoted  in  advertising  and  other  promotional
materials  represents  past  performance  and  is not  intended  to  predict  or
guarantee future results. The return and principal value of an investment in the
Fund will fluctuate,  and an investor's  redemption proceeds may be more or less
than the original  investment  amount. In advertising and promotional  materials
the Fund may compare its  performance  with data published by Lipper  Analytical
Services, Inc. ("Lipper") or CDA Investment Technologies, Inc. ("CDA"). The Fund
also may refer in such materials to mutual fund  performance  rankings and other
data, such as comparative asset, expense and fee levels,  published by Lipper or
CDA. Advertising and promotional  materials also may refer to discussions of the
Fund and  comparative  mutual  fund data and  ratings  reported  in  independent
periodicals  including,  but not  limited  to, THE WALL  STREET  JOURNAL,  MONEY
Magazine, FORBES, BUSINESS WEEK, FINANCIAL WORLD and BARRON'S.

                              GENERAL INFORMATION

Advisors Series Trust is an open-end management  investment company organized as
a Delaware  Business Trust under the laws of the State of Delaware on October 3,
1996.  The Trust  currently  consists  of 19  series  of  shares  of  beneficial
interest,  par value $0.01 per share.  The  Agreement and  Declaration  of Trust
permits the Trustees to issue an unlimited number of full and fractional  shares
of  beneficial  interest  and to divide or combine  the shares into a greater or
lesser number of shares without thereby  changing the  proportionate  beneficial
interest  in  the  Fund.   Each  share   represents  an  interest  in  the  Fund
proportionately  equal to the  interest  of each  other  share.  Upon the Fund's
liquidation, all shareholders would share pro rata in the net assets of the Fund
available for distribution to shareholders.

                                      B-25

The  Agreement and  Declaration  of Trust does not require the issuance of stock
certificates.  If stock  certificates  are issued,  they must be returned by the
registered  owners prior to the transfer or redemption of shares  represented by
such certificates.

If they deem it advisable and in the best interest of shareholders, the Board of
Trustees  may create  additional  series of shares  which differ from each other
only as to dividends. The Board of Trustees has created 19 series of shares, and
may create additional  series in the future,  each of which have separate assets
and liabilities.  Income and operating expenses not specifically attributable to
a  particular  Fund are be  allocated  fairly  among the Funds by the  Trustees,
generally on the basis of the relative net assets of each Fund.

Rule 18f-2 under the  Investment  Company Act provides that as to any investment
company which has two or more series  outstanding  and as to any matter required
to be  submitted  to  shareholder  vote,  such matter is not deemed to have been
effectively  acted upon  unless  approved  by the  holders of a  "majority"  (as
defined in the Rule) of the voting  securities  of each  series  affected by the
matter.  Such  separate  voting  requirements  do not apply to the  election  of
Trustees or the ratification of the selection of accountants.  The Rule contains
special provisions for cases in which an advisory contract is approved by one or
more, but not all, series.  A change in investment  policy may go into effect as
to one or more  series  whose  holders so approve  the  change  even  though the
required vote is not obtained as to the holders of other affected series.

The Funds' custodian, Firstar Bank, 425 Walnut Street, Cincinnati, Ohio 45202 is
responsible for holding the Funds' assets. The Custodian does not participate in
decisions  relating to the purchase and sale of securities by the Fund.  Ultimus
Fund Solutions,  LLC, 135 Merchant Street, Suite 230, Cincinnati,  OH 45246 acts
as the Funds'  accounting  services agent. The Fund's  independent  accountants,
PricewaterhouseCoopers,  LLP, 1177 Avenue of the  Americas,  New York, NY 10036,
assist in the  preparation  of certain  reports to the  Securities  and Exchange
Commission  and the Funds' tax  returns.  Paul,  Hastings  Janofsky & Walker are
legal counsel to the Fund.

Shares of the Funds owned by the Trustees and officers as a group were less than
1% at November 22, 1999.

On November 22, 1999,  the following  additional  persons owned of record and/or
beneficially more than 5% of The Rockhaven Fund's outstanding voting securities:
Lawrence R. Garlock,  Janice O. Garlock, JT TEN, 303 Churchill Road, Greensburg,
PA 15601; 16.60% record.

On November 22, 1999,  the following  additional  persons owned of record and/or
beneficially  more than 5% of The Premier  Dividend  Fund's  outstanding  voting
securities:

Lawrence R. Garlock, Janice O. Garlock,  JTWROS, 303 Churchill Road, Greensburg,
PA 15601; 7.62% record.

The  validity  of the  Funds'  shares  have been  passed  on by Paul,  Hastings,
Janofsky & Walker LLP, 345 California Street, San Francisco, CA 94104.

                                      B-26

                                    APPENDIX

                             DESCRIPTION OF RATINGS

MOODY'S INVESTORS SERVICE, INC.: CORPORATE BOND RATINGS

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

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

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

     Baa--Bonds which are rated Baa are considered as medium grade  obligations,
i.e., they are neither highly  protected nor poorly secured.  Interest  payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
period of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

     BA -- Bonds rated Ba are judged to have speculative elements;  their future
cannot be  considered  as well  assured.  Often the  protection  of interest and
principal  payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future.  Uncertainty of position  characterizes
bonds in this class.

     B --  Bonds  rated  B  generally  lack  characteristics  of  the  desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any long period of time may be small.

     CAA -- Bonds rated Caa are of poor standing.  Such issues may be in default
or there may be  present  elements  of  danger  with  respect  to  principal  or
interest.

     CA -- Bonds rated Ca represent  obligations which are speculative in a high
degree. Such issues are often in default or have other marked short-comings.

     C -- Bonds rated C are the lowest-rated class of bonds, and such issues can
be  regarded as having  extremely  poor  prospects  of ever  attaining  any real
investment standing.

     Moody's applies  numerical  modifiers,  1, 2, and 3, in each generic rating
classification  from Aa  through B in its  corporate  bond  rating  system.  The
modified 1 indicates  that the  security  ranks in the higher end of its generic
rating category;  the modifier 2 indicates a mid-range ranking; and the modifier
3  indicates  that  the  issue  ranks in the  lower  end of its  generic  rating
category.

STANDARD & POOR'S CORPORATION: CORPORATE BOND RATINGS

     AAA -- This is the highest  rating  assigned by Standard & Poor's to a debt
obligation  and  indicates an extremely  strong  capacity to pay  principal  and
interest.

     AA --  Bonds  rated  AA also  qualify  as  high-quality  debt  obligations.
Capacity to pay  principal  and interest is very strong,  and in the majority of
instances they differ from AAA issues only in small degree.

                                      B-27

     A -- Bonds rated A have a strong  capacity to pay  principal  and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

     BBB -- Bonds rated BBB are  regarded as having an adequate  capacity to pay
principal  and  interest.  Whereas they  normally  exhibit  adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

     BB -- Debt rated BB has less near-term  vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse  business,  financial,  or  economic  conditions  which  could  lead  to
inadequate  capacity to meet timely  interest  and  principal  payments.  The BB
rating  category  is also  used for debt  subordinated  to  senior  debt that is
assigned an actual or implied BBB- rating.

     B -- Debt rated B has a greater  vulnerability to default but currently has
the  capacity  to meet  interest  payments  and  principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay  principal.  The B rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
BB- rating.

     CCC --  Debt  rated  CCC  has a  currently  identifiable  vulnerability  to
default,  and is dependent  upon  favorable  business,  financial,  and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business,  financial, or economic conditions,  it is not likely
to have the  capacity  to pay  interest  and  repay  principal.  The CCC  rating
category is also used for debt  subordinated  to senior debt that is assigned an
actual or implied B or B- Rating.

     CC -- Debt rated CC is  typically  applied to debt  subordinated  to senior
debt which is assigned an actual or implied CCC debt rating.

     C -- The Rating C is typically  applied to debt subordinated to senior debt
which is assigned  an actual or implied  CCC- debt  rating.  The C rating may be
used to cover a situation where a bankruptcy  petition has been filed,  but debt
service payments are continued.

     The ratings  from AA to CCC may be  modified  by the  addition of a plus or
minus sign to show relative standing within the major rating categories.

                     DESCRIPTION OF COMMERCIAL PAPER RATINGS

MOODY'S INVESTORS SERVICE, INC.

     Moody's commercial paper ratings are assessments of the issuer's ability to
repay  punctually   promissory   obligations.   Moody's  employs  the  following
designations,  all judged to be  investment  grade,  to  indicate  the  relative
repayment capacity of rated issuers:  Prime 1--highest quality;  Prime 2--higher
quality.

STANDARD & POOR'S RATINGS GROUP

     A Standard & Poor's commercial paper rating is a current  assessment of the
likelihood of timely payment.  Ratings are graded into four categories,  ranging
from "A" for the  highest  quality  obligations  to "D" for the  lowest.  Issues
assigned the highest rating, A, are regarded as having the greatest capacity for
timely payment. Issues in this category are delineated with the numbers "1", "2"
and "3" to indicate the relative degree of safety. The designation A-1 indicates
that the degree of safety  regarding  timely payment is either  overwhelming  or
very  strong.  A "+"  designation  is applied to those  issues rated "A-1" which
possess extremely strong safety characteristics.  Capacity for timely payment on
issues with the  designation  "A-2" is strong.  However,  the relative degree of
safety is not as high as for issues designated A-1.

                                      B-28