This Prospectus describes two mutual funds. The Rockhaven Fund is a mutual fund
with the investment objective of obtaining above average current income together
with capital appreciation. The Rockhaven Premier Dividend Fund (referred to in
this Prospectus as the "Premier Dividend Fund") is a mutual fund with a primary
investment objective of obtaining high current income and a secondary objective
of seeking capital appreciation. (The two funds collectively are referred to as
the "Funds.") Both Funds attempt to achieve their objective by investing in a
diversified portfolio of equity securities. See "Investment Objective and
Policies." There can be no assurance that either Fund will achieve its
investment objective.

This Prospectus sets forth basic information about the Funds that prospective
investors should know before investing. It should be read and retained for
future reference. Each Fund is a separate series of Advisors Series Trust (the
"Trust"), an open-end registered management investment company. A Statement of
Additional Information (the "SAI") dated November 30, 1998 has been filed with
the Securities and Exchange Commission (the "SEC") and is incorporated herein by
reference. This SAI is available without charge upon request to the Funds at the
address given above. The SEC maintains an internet site (http://www.sec.gov)
that contains the SAI, other material incorporated by reference and other
information about companies that file electronically with the SEC.

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

NOVEMBER 30, 1998

PROSPECTUS
NOVEMBER 30, 1998

The Rockhaven Fund (RAMEX)
The Rockhaven Premier Dividend Fund (RAMCX)
100 First Avenue
Suite 1050
Pittsburgh, PA 15222
Shareholder Services 888.229.2105
Fund Literature 800.522.3508

Table of Contents

Expense Table                             2
Investment Objective and Policies         4
Management of the Funds                   6
Investor Guide                           11
Services Available to Shareholders       13
How to Redeem Your Shares                14
Distributions and Taxes                  17
General Information                      18

EXPENSE TABLE

Expenses are one of several factors to consider when investing in the Funds.
There are two types of expenses involved: shareholder transaction expenses, such
as sales loads, and annual operating expenses, such as investment advisory fees.
The Funds are no-load mutual funds and have no shareholder transaction expenses.
The Funds have adopted a plan of distribution under which they will pay the
Advisor, as Distribution Coordinator, a fee at the annual rate of up to 0.25% of
each Fund's net assets. A long-term shareholder may pay more, directly and
indirectly, in such fees than the maximum sales charge permitted under the rules
of the National Association of Securities Dealers. Shares will be redeemed at
net asset value per share.

ANNUAL OPERATING EXPENSES OF EACH FUND.
(As a percentage of average net assets)

Investment Advisory Fee, net of fee waivers          -
12b-1 Fee                                         0.25%
Other Expenses
  (after expense reimbursement)(1)                1.25%
TOTAL FUND OPERATING EXPENSES(1)                  1.50%
  (after expense reimbursement)(1)
- ----------
(1) The Advisor has voluntarily agreed to reduce its fees and/or pay expenses to
the Funds to insure that each Funds' expenses will not exceed 1.50%. If the
Advisor had not limited the Funds' expenses, "Investment Advisory Fees" for The
Rockhaven Fund and The Rockhaven Premier Dividend Fund would have been 0.75% and
0.75%, respectively. "Other Expenses" would have been 7.76% and 10.53%,
respectively, and "Total Operating Expenses" would have been 8.51% and 11.28%,
respectively, for the Funds' fiscal year ended September 30, 1998. The Advisor
is permitted to be reimbursed by the Funds for fees waived or expenses
reimbursed provided the resulting Fund expenses do not exceed 1.50%. See
"Management of the Fund."

EXAMPLE.

This table illustrates the net operating expenses that would be incurred by an
investment in the Funds over different time periods assuming a $1,000
investment, a 5% annual return, and redemption at the end of each time period.

         1 Year   3 Years    5 Years    10 Years
           $15     $48         $82        $182

The Example shown above should not be considered a representation of past or
future expenses and actual expenses may be greater or less than those shown. In
addition, federal regulations require the Example to assume a 5% annual return,
but the Funds' actual return may be higher or lower. See "Management of the
Funds."

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ROCKHAVEN ASSET MANAGEMENT             2                              PROSPECTUS

FINANCIAL HIGHLIGHTS.

The table that follows is included in the Fund's Annual Report and has been
audited by McGladrey & Pullen LLP. Their report on the financial statements and
financial highlights is included in the Annual Report. The financial statements
and financial highlights are incorporated by reference into (are legally a part
of) the Fund's Statement of Additional Information. The reporting period of the
financial statements is from November 3, 1997 (commencement of operations of the
Funds) through September 30, 1998.

FINANCIAL HIGHLIGHTS
FOR A CAPITAL SHARE OUTSTANDING THROUGHOUT THE PERIOD.
- --------------------------------------------------------------------------------
         November 3, 1997*                           The       The Rockhaven
              through                             Rockhaven   Premier Dividend
         September 30, 1998                          Fund           Fund
- --------------------------------------------------------------------------------
Net asset value, beginning of period ............   $10.00       $ 10.00
Income from investment operations:
  Net investment income .........................     0.14          0.21
  Net realized and unrealized loss on
   investments...................................    (0.29)        (0.21)
Total from investment operations ................    (0.15)         0.00

Less distributions:
  Dividends from net investment income ..........    (0.14)        (0.20)

Net asset value, end of period ..................   $ 9.71       $  9.80

Total return ....................................    (1.61%)++     (0.10%)++

Ratios/supplemental data:
Net assets, end of period (thousands) ...........   $1,991       $ 1,679

Ratio of expenses to average net assets:
  Before expense reimbursement ..................     8.51%+       11.28%+
  After expense reimbursement ...................     1.49%+        1.49%+

Ratio of net investment income to average
net assets:
  After expense reimbursement ...................     1.82%+        2.62%+

Portfolio turnover rate .........................    98.13%++     147.56%++

*  Commencement of operations.
+  Annualized.
++ Not annualized.

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ROCKHAVEN ASSET MANAGEMENT             3                              PROSPECTUS

INVESTMENT OBJECTIVE AND POLICIES

WHAT ARE THE FUNDS' INVESTMENT OBJECTIVES?

+   The investment objective of The Rockhaven Fund is to obtain above average
    current income together with capital appreciation. Capital appreciation and
    current yield are given equal emphasis.

+   The primary investment objective of The Premier Dividend Fund is to obtain
    high current income, and the Fund has a secondary objective of seeking
    capital appreciation. We would expect the Fund to have at least 65% of its
    assets in convertible securities. There can be no assurance that either Fund
    will achieve its objective.

HOW DO THE FUNDS SEEK TO ACHIEVE THEIR OBJECTIVES?

Under normal market conditions, each Fund will invest at least 65% of its total
assets in income-producing equity securities, consisting of common and preferred
stocks and securities convertible into common stocks, such as convertible bonds
and convertible preferred stocks. Rockhaven Asset Management (the "Advisor")
selects common stocks for each Fund's portfolio that it believes have good
value, attractive yield and potential for dividend growth. Based on the
Advisor's assessment of market and economic conditions and outlook, it also
invests a varying portion of each Fund's portfolio in preferred stocks and
convertible securities. The Advisor expects that the Premier Dividend Fund will
maintain a higher percentage of its portfolio in convertible securities than
will the Rockhaven Fund. The Advisor anticipates that both Funds may have an
annual turnover rate which will generally not exceed 100%.

There is, of course, no assurance that the Funds' objectives will be achieved.
Because prices of common stocks and other securities fluctuate, the value of an
investment in the Fund will vary as the market value of its investment portfolio
changes.

OTHER SECURITIES THE FUNDS MIGHT PURCHASE.

Under normal market conditions, either Fund may invest up to 35% of the value of
its total assets in corporate bonds, notes, rights and warrants, as well as
short-term obligations. Short-term obligations include commercial paper,
certificates of deposit, bankers' acceptances, U.S. Government securities and
repurchase agreements.

If the Advisor believes that market conditions warrant a temporary defensive
posture, a Fund may invest without limit in high quality, short-term
obligations.

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ROCKHAVEN ASSET MANAGEMENT             4                              PROSPECTUS

   
EQUITY-LINKED DERIVATIVES.

In periods of abnormally high cash inflows to the Funds, the Funds may invest,
for a short period of time, in Standard & Poor's ("S&P") Depository Receipts
("SPDRs") and S&P's MidCap 400 Depository Receipts ("MidCap SPDRs"). 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 S&P 500 Index
and the S&P MidCap 400 Index, respectively. Because the prices of SPDRs and
MidCap SPDRs are correlated to diversified portfolios, they are subject to the
risk that the general level of stock prices may decline or that the underlying
indices decline. In addition, because SPDRs, MidCap SPDRs 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-concurrent price information with respect to some or even all of the stocks
in the underlying indices.
    

OPTIONS.

Each Fund may also write covered call options without limit on equity
securities. By writing an option on a security held in its portfolio, a Fund, in
return for the premium it receives, gives up the opportunity for profit from a
price increase in the underlying security above the exercise price, but it
retains the risk of loss should the price of the underlying security decline. In
order to close out an options position, the Fund may enter into a closing
purchase transaction, which is the purchase of a call option on the same
security with the same exercise price and expiration date as the call option
that the Fund has previously written. If the Fund is unable to effect a closing
purchase transaction, it will not be able to sell the underlying security until
the option expires or is exercised. The Fund may also write options on stock
indices, up to 5% of the value of its total assets.

ILLIQUID SECURITIES.

Each Fund may invest up to 15% of its net assets in securities that are
considered illiquid. An illiquid investment is generally a security which is not
registered under the U.S. securities laws or cannot be disposed of within seven
days in the normal course of business at approximately the amount at which the
Fund values it. The Fund may not be able to dispose of an illiquid security at
the desired time and price, and it may incur additional expenses if it has to
bear the cost of registering a security.

FOREIGN SECURITIES.

The Funds may invest in securities of foreign issuers, including Depositary
Receipts with respect to securities of foreign issuers. Up to 50% of a Fund's

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ROCKHAVEN ASSET MANAGEMENT             5                              PROSPECTUS

total assets may be invested in foreign securities which are listed on a
national securities exchange, but investments in other foreign securities are
not expected to exceed 5% of either Fund's total assets. There are additional
risks associated with investments in foreign securities, including fluctuations
in exchange rates, political or economic instability, and the possible
imposition of exchange controls or other laws or restrictions. Foreign companies
are also not generally subject to the same accounting, auditing and financial
reporting standards comparable to those applicable to U.S. companies. The Funds
may also invest in securities issued by companies within emerging or developing
countries, which involve greater risks than other foreign investments.
Additional information about foreign investments, including investment in
emerging markets, is contained in the SAI.

LOWER RATED SECURITIES.

Each Fund may invest in debt securities which are rated lower than investment
grade by a rating agency, but in no event will a Fund purchase a security rated
lower than "C" or the equivalent. (A description of the ratings of Moody's
Investors Service, Inc. and Standard and Poor's Corporation is included in the
SAI.) The Funds may also invest up to 50% of their total assets in convertible
securities rated as low as C. If a security held by a Fund is downgraded below
C, the Fund will dispose of it in an orderly manner. Lower-rated debt
securities, commonly referred to as "junk bonds," usually offer higher yields
than higher-rated securities because of the increased risk of default. These
securities are also more likely to react to developments affecting market and
credit risks than are more highly rated securities. In the past, economic
downturns or increases in interest rates have caused a higher incidence of
default by the issuers of junk bonds than by issuers of investment grade
securities. More information about debt securities is contained in the SAI.

INVESTMENT RESTRICTIONS.

Each Fund has adopted certain investment restrictions, which are described fully
in the SAI. Like the Funds' investment objectives, certain of these restrictions
are fundamental and may be changed only by a majority vote of each Fund's
outstanding shares. As a fundamental policy, each Fund is a diversified mutual
fund.

MANAGEMENT OF THE FUNDS

The Board of Trustees of the Trust establishes the Funds' policies and
supervises and reviews the management of the Funds.

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ROCKHAVEN ASSET MANAGEMENT             6                              PROSPECTUS

THE ADVISOR.

The Funds' Advisor, Rockhaven Asset Management, LLC, 100 First Avenue, Suite
1050, Pittsburgh, Pennsylvania 15222, was organized in February, 1997, to
provide asset management services to individuals and institutional investors.
Christopher H. Wiles is principally responsible for the management of the Funds'
portfolios. Mr. Wiles (who along with AmSouth Bank of Alabama and its parent,
AmSouth Bancorporation, controls the Advisor) is the President of the Advisor
and has been active in the investment field professionally since 1984.

THE FUNDS' PERFORMANCE.

The following tables highlight the Fund's performance since inception:

                         Rockhaven Fund      S&P Barra Value Index      S&P 500
- --------------------------------------------------------------------------------
One Year Since Inception
11/3/97-11/3/98              6.70%                   10.01%              20.14%
- --------------------------------------------------------------------------------
* The S&P Barra Value Index is an unmanaged capitalization-weighted index that
contains approximately 50% of the stocks in the S&P 500 with lower price-to-book
ratios.

* The S&P 500 Composite Stock Price Index is an unmanaged capitalization-
weighted index of 500 stocks designed to represent the broad domestic economy.

                           Rockhaven Premier                Merrill Lynch
                             Dividend Fund              All-Convertible Index
- --------------------------------------------------------------------------------
One Year Since Inception
11/3/97-11/3/98                  6.22%                          -0.78%
- --------------------------------------------------------------------------------
* The Merrill Lynch All-Convertible Index includes U.S. dollar-denominated
convertibles of $50 million or more in size, and incorporates both traditional
and mandatory conversion structure.

** Past performance is not predictive of future performance.

PRIOR PERFORMANCE OF THE PORTFOLIO MANAGER.

Prior to founding the Advisor, Mr. Wiles was Senior Vice President of Federated
Investors, where he was the portfolio manager of Federated Utility Fund. He was
also portfolio manager of Federated Equity-Income Fund from August 1, 1991, to
January 31, 1997, and had full discretionary authority over the selection of
investments for that fund. The cumulative total return for the Federated
Equity-Income Fund Class A Shares from August 1, 1991 through January 31, 1997
was 139.82%, absent the imposition of a sales charge. The cumulative total
return for the same period for the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500 Index") was 135.09%.

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ROCKHAVEN ASSET MANAGEMENT             7                              PROSPECTUS

At January 31, 1997, the Federated Equity-Income Fund had approximately $970
million in total net assets. Average annual returns for the one-year, three-year
and five-year periods ended January 31, 1997 and for the entire period during
which Mr. Wiles managed that fund compared with the performance of the Standard
& Poor's 500 Index were:

                          Federated Equity-    S&P 500       Lipper Equity
                           Income Fund (a)    Index (b)    Income Fund Index (c)
- --------------------------------------------------------------------------------
One Year                      23.26%           26.34%           19.48%
Three Years                   17.03%           20.72%           15.09%
Five Years                    16.51%           17.02%           14.73%
August 1, 1991 through
  January 31, 1997            17.25%           16.78%           14.99%
- --------------------------------------------------------------------------------
(a) Average annual total return reflects changes in share prices and
reinvestment of dividends and distributions and is net of fund expenses. The
returns shown are those of the Class A Shares and do not include the effect of
sales charges applicable to the Class A Shares. If an investor had paid the
maximum sales charge on Class A Shares, the average annual returns of the
Federated Equity Income Fund would have been 16.48%. 14.85%, 15.20% and 16.05%,
respectively. The Rockhaven Fund is a no-load fund, without any sales charge on
its shares. During the period from August 1, 1991 through January 31, 1997, the
operating expense ratio of the Federated Equity-Income Fund ranged from .95% to
1.05% of that fund's average daily net assets. The expense ratio for The
Rockhaven Fund is expected to be higher, and the effect of those expenses may
result in less favorable performance.

(b) The Standard & Poor's 500 Index is an unmanaged index of common stocks that
is considered to be generally representative of the United States stock market.
The Index is adjusted to reflect reinvestment of dividends.

(c) The Lipper Equity Income Fund Index is equally weighted and composed of the
largest mutual funds within its investment objective. These funds seek high
current income and growth of income through investing 60% of more of their
respective portfolios in equity securities.

Historical performance is not indicative of future performance. The Federated
Equity-Income Fund is a separate fund and its historical performance is not

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ROCKHAVEN ASSET MANAGEMENT             8                              PROSPECTUS

indicative of the potential performance of The Rockhaven Fund. Share prices and
investment returns will fluctuate reflecting market conditions, as well as
changes in company-specific fundamentals of portfolio securities.

The Advisor provides the Funds with advice on buying and selling securities,
manages the investments of the Funds, furnishes the Funds with office space and
certain administrative services, and provides most of the personnel needed by
the Funds. As compensation, each Fund pays the Advisor a monthly management fee
based upon the average daily net assets of the Fund at the annual rate of 0.75%.

THE ADMINISTRATOR.

Investment Company Administration, LLC (the "Administrator") prepares various
federal and state regulatory filings, reports and returns for the Funds,
prepares reports and materials to be supplied to the trustees, monitors the
activities of the Funds' custodian, shareholder servicing agent and accountants,
and coordinates the preparation and payment of Fund expenses and reviews the
Funds' expense accruals. For its services, the Administrator receives a monthly
fee at the annual rate of 0.20%, subject to a $30,000 annual minimum.

OTHER OPERATING EXPENSES.

The Fund is responsible for its own operating expenses. The advisor has agreed
to reduce fees payable to it by the Fund and to pay Fund operating expenses to
the extent necessary to limit the Fund's aggregate annual operating 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
Fund's obligation are subject to reimbursement by the Fund to the Advisor, if so
requested by the Advisor, in subsequent fiscal years if the aggregate amount
actually paid by the Fund toward the operating expenses for such fiscal year
(taking into account the reimbursement) does 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.

- --------------------------------------------------------------------------------
ROCKHAVEN ASSET MANAGEMENT             9                              PROSPECTUS

Pursuant to a plan of distribution adopted by the Trust, on behalf of the Fund,
pursuant to Rule 12b-1 under the 1940 Act (the "Plan"), the Fund may reimburse
the Advisor for distribution and related expenses incurred by the Advisor up to
0.25% of the Fund's average net assets. Expenses permitted to be paid 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 form time to
time by the Board of Trustees of the Trust.

The Plan allows excess distribution expenses to be carried forward by the
Advisor, as distribution coordinator, and resubmitted in a subsequent fiscal
year, provided that (i) distribution expenses cannot be carried forward for more
that three years following initial submission; (ii) the Trustees have made a
determination at the time of initial submission that the distribution expenses
are appropriate to be carried forward and (iii) the Trustees make a further
determination, at the time any distribution expenses which have been carried
forward are submitted for payment, that payment at the time is appropriate,
consistent with the objectives of the Plan and in the current best interests of
shareholders.

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 then annually.

BROKERAGE TRANSACTIONS.

The Advisor considers a number of factors in determining which brokers or
dealers to use for the Funds' portfolio transactions. While these are more fully
discussed in the Statement of Additional Information, the factors include, but
are not limited to, the reasonableness of commissions, quality of services and
execution, and the availability of research which the Advisor may lawfully and
appropriately use in its investment advisory capacities. Provided that a Fund
receives prompt execution at competitive

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ROCKHAVEN ASSET MANAGEMENT             10                             PROSPECTUS

prices, the Advisor may also consider the sale of Fund shares or the referral of
business to it as a factor in selecting broker-dealers for the Fund's portfolio
transactions. Subject to overall requirements of obtaining the best combination
of price and execution on a particular transaction, a Fund may place portfolio
transactions through an affiliate of the Advisor, in accordance with procedures
adopted by the Board of Trustees.

INVESTOR GUIDE

HOW TO PURCHASE SHARES OF A FUND.

There are several ways to purchase shares of either Fund. An Application Form,
which accompanies this Prospectus, is used if you send money directly to a Fund
by mail or by wire. If you have questions about how to invest, or about how to
complete the Application Form, please call an account representative at
888.229.2105. First Fund Distributors, Inc., 4455 E. Camelback Road, Suite 261E,
Phoenix, Arizona 85018, an affiliate of the Administrator, is the principal
underwriter ("Distributor") of the Funds' shares.

YOU MAY SEND MONEY TO THE FUNDS BY MAIL.

If you wish to invest by mail, simply complete the Application Form and mail it
with a check (made payable to either the Rockhaven Fund or the Rockhaven Premier
Dividend Fund) to the Funds' Shareholder Servicing Agent, American Data
Services, Inc. at the following address:

          Rockhaven Funds
          P.O. Box 640947
          Cincinnati, OH 45264-0947

YOU MAY WIRE MONEY TO THE FUNDS.

Before sending a wire, you should call the Funds at 888.229.2105 between 9:00
a.m. and 5:00 p.m., Eastern time, on a day when the New York Stock Exchange
("NYSE") is open for trading, in order to receive an account number. It is
important to call and receive this account number, because if your wire is sent
without it or without the name of the applicable Fund, there may be a delay in
investing the money you wire. You should then ask your bank to wire money to:

          Star Bank, N.A. Cinti/Trust
          ABA #0420-0001-3
          for credit to
             [Rockhaven Fund or Rockhaven
             Premier Dividend Fund]
          DDA #486444862
          for further credit to
             [your name and account number]

Your bank may charge you a fee for sending a wire to the Funds.

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ROCKHAVEN ASSET MANAGEMENT             11                             PROSPECTUS

YOU MAY PURCHASE SHARES THROUGH AN INVESTMENT DEALER.

You may be able to invest in and redeem shares in either Fund through an
investment broker or dealer, if the broker/dealer has made arrangements with the
Distributor. The broker/dealer is authorized to designate intermediaries to
accept orders on the Funds' behalf. The broker/dealer or the authorized designee
may place an order for you with a Fund; the Fund will be deemed to have received
the order when the authorized broker/dealer or authorized designee accepts the
order. The price you will pay will be the net asset value which is next
calculated after the acceptance of the order by the authorized broker/dealer or
the authorized designee. A broker/dealer, or other agent may charge you a fee
for placing your order, but you could avoid paying such a fee by sending an
Application Form and payment directly to the Fund. The broker/dealer may also
hold the shares you purchase in its omnibus account rather than in your name in
the records of the Funds' transfer agent. A Fund may reimburse the broker,
dealer, or other agent for maintaining records of your account as well as for
other services provided to you.

Your dealer is responsible for sending your money to a Fund promptly after
placing the order to purchase shares, and the Fund may cancel the order if
payment is not received from the dealer promptly.

MINIMUM INVESTMENTS.

The minimum initial investment in each Fund is $1,000. The minimum subsequent
investment is $100.

SUBSEQUENT INVESTMENTS.

You may purchase additional shares of a Fund by sending a check, with the stub
from an account statement, to the Fund at the address above. Please also write
your account number on the check. (If you do not have a stub from an account
statement, you can write your name, address and account number on a separate
piece of paper and enclose it with your check.) If you want to send additional
money for investment by wire, it is important for you to call the Fund at
888.229.2105. You may also make additional purchases through an investment
dealer, as described above.

WHEN IS MONEY INVESTED IN A FUND?

Any money received for invest-ment in a Fund from an investor, whether sent by
check or by wire, is invested at the net asset value of that Fund which is next
calculated after the money is received (assuming the check or wire correctly
identifies the Fund and account). Orders received from dealers are invested at
the net asset value next calculated after

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ROCKHAVEN ASSET MANAGEMENT             12                             PROSPECTUS

the order is received. The net asset value is calculated at the close of regular
trading of the NYSE, generally 4:00 p.m., Eastern time. A check or wire received
after the NYSE closes is invested as of the next calculation of the Fund's net
asset value.

WHAT IS THE NET ASSET VALUE OF A FUND?

Each Fund's net asset value per share is calculated by dividing the value of the
Fund's total assets, less its liabilities, by the number of its shares
outstanding. In calculating the net asset value, portfolio securities are valued
using current market values, if available. Securities for which market
quotations are not readily available are valued at fair values determined in
good faith by or under the supervision of the Board of Trustees of the Trust.
The fair value of short-term obligations with remaining maturities of 60 days or
less is considered to be their amortized cost.

OTHER INFORMATION.

The Distributor may waive the minimum investment requirements for purchases by
certain group or retirement plans; for employees and family members of
affiliated persons of the Funds; for IRA accounts of existing shareholders; and
for clients of financial intermediaries eligible to sell shares of the Funds.
Checks must be drawn on U.S. banks. Third party checks will not be accepted. A
charge may be imposed if a check used to make an investment does not clear. The
Funds and the Distributor reserve the right to reject any investment, in whole
or in part. Federal tax law requires that investors provide a certified taxpayer
identification number and other certifications on opening an account in order to
avoid backup withholding of taxes. See the Application Form for more information
about backup withholding. The Funds are not required to issue share
certificates; all shares are normally held in non-certificated form on the books
of the Fund, for the account of the shareholder. The Funds, under certain
circumstances, may accept investments of securities appropriate for a Fund's
portfolio, in lieu of cash. Prior to making such a purchase, you should call the
Advisor to determine if such an investment may be made. Investments must be made
either in U.S. dollars or in securities acceptable to the Advisor.

SERVICES AVAILABLE TO SHAREHOLDERS

RETIREMENT PLANS.

You may obtain prototype IRA plans from the Funds. Shares of the Funds are also
eligible investments for other types of retirement plans.

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ROCKHAVEN ASSET MANAGEMENT             13                             PROSPECTUS

AUTOMATIC INVESTING BY CHECK.

You may make regular monthly investments in the Funds using the "Automatic
Investment Plan." A check is automatically drawn on your personal checking
account each month for a predetermined amount (but not less than $100), as if
you had written it directly. Upon receipt of the withdrawn funds, a Fund
automatically invests the money in additional shares of the Fund at the current
net asset value. Applications for this service are available from the Funds.
There is no charge by a Fund for this service. Either Fund may terminate or
modify this privilege at any time, and shareholders may terminate their
participation by notifying the Shareholder Servicing Agent in writing,
sufficiently in advance of the next withdrawal.

AUTOMATIC WITHDRAWALS.

Each Fund offers an Automatic Withdrawal Plan whereby shareholders may request
that a check drawn in a predetermined amount be sent to them each month or
calendar quarter. To start this Program, your account must have Fund shares with
a value of at least $10,000, and the minimum amount that may be withdrawn each
month or quarter is $50. This Program may be terminated or modified by a
shareholder or a Fund at any time without charge or penalty. A withdrawal under
the Automatic Withdrawal Plan involves a redemption of shares of the Fund, and
may result in a gain or loss for federal income tax purposes. In addition, if
the amount withdrawn exceeds the dividends credited to your account, the account
ultimately may be depleted.

EXCHANGE PRIVILEGE.

You may exchange your shares of either of the Funds (in amounts of $1,000 or
more) for shares of the other Fund. For more information, call the Shareholder
Servicing Agent at 888.229.2105.

HOW TO REDEEM YOUR SHARES

You have the right to redeem all or any portion of your shares of a Fund at
their net asset value on each day the NYSE is open for trading.

REDEMPTION IN WRITING.

You may redeem your shares by simply sending a written request to the Fund which
you own. You should give your account number and state whether you want all or
part of your shares redeemed. The letter should be signed by all of the
shareholders whose names appear in the account registration. You should send
your redemption request to:

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ROCKHAVEN ASSET MANAGEMENT             14                             PROSPECTUS

          [Rockhaven Fund or Rockhaven
           Premier Dividend Fund]
          c/o American Data Services
          150 Motor Parkway
          Hauppauge, NY 11788

SIGNATURE GUARANTEE.

If the value of the shares you wish to redeem exceeds $5,000, the signatures on
the redemption request must be guaranteed by an "eligible guarantor
institution." These institutions include banks, broker-dealers, credit unions
and savings institutions. A broker-dealer guaranteeing a signature must be a
member of a clearing corporation or maintain net capital of at least $100,000.
Credit unions must be authorized to issue signature guarantees. Signature
guarantees will be accepted from any eligible guarantor institution which
participates in a signature guarantee program. A notary public is not an
acceptable guarantor.

REDEMPTION BY TELEPHONE.

If you complete the Redemption by Telephone portion of a Fund's Application
Form, you may redeem shares on any business day the NYSE is open by calling the
Funds' Shareholder Servicing Agent at 888.229.2105 before 4:00 p.m. Eastern
time. Redemption proceeds will be mailed or wired, at your direction, on the
next business day to the bank account you designated on the Application Form.
The minimum amount that may be wired is $1,000 (wire charges, if any, will be
deducted from redemption proceeds). Telephone redemptions cannot be made for IRA
accounts.

By establishing telephone redemption privileges, you authorize the Fund and its
Shareholder Servicing Agent to act upon the instruction of any person who makes
the telephone call to redeem shares from your account and transfer the proceeds
to the bank account designated in the Application Form. The Funds and the
Shareholder Servicing Agent will use procedures to confirm that redemption
instructions received by telephone are genuine, including recording of telephone
instructions and requiring a form of personal identification before acting on
these instructions. If these normal identification procedures are followed,
neither the Fund nor the Shareholder Servicing Agent will be liable for any
loss, liability, or cost which results from acting upon instructions of a person
believed to be a shareholder with respect to the telephone redemption privilege.
Either Fund may change, modify, or terminate these privileges at any time upon
at least 60-days' notice to shareholders.

You may request telephone redemption privileges after your account is opened;
however, the authorization form will require

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ROCKHAVEN ASSET MANAGEMENT             15                             PROSPECTUS

a separate signature guarantee. Shareholders may experience delays in exercising
telephone redemption privileges during periods of abnormal market activity.

WHAT PRICE IS USED FOR A REDEMPTION?

The redemption price is the net asset value of a Fund's shares, next determined
after shares are validly tendered for redemption. All signatures of account
holders must be included in the request, and a signature guarantee, if required,
must also be included for the request to be valid.

WHEN ARE REDEMPTION PAYMENTS MADE?

As noted above, redemption payments for telephone redemptions are sent on the
day after the telephone call is received. Payments for redemptions sent in
writing are normally made promptly, but no later than seven days after the
receipt of a request that meets requirements described above. However, either
Fund may suspend the right of redemption under certain extraordinary
circumstances in accordance with rules of the SEC.

If shares were purchased by wire, they cannot be redeemed until the day after
the Application Form is received. If shares were purchased by check and then
redeemed shortly after the check is received, a Fund may delay sending the
redemption proceeds until it has been notified that the check used to purchase
the shares has been collected, a process which may take up to 15 days. This
delay may be avoided by investing by wire or by using a certified or official
bank check to make the purchase.

REPURCHASES FROM DEALERS.

A Fund may accept orders to repurchase shares from an investment dealer on
behalf of a dealer's customers. The net asset value for a repurchase is that
next calculated after receipt of the order from the dealer. The dealer is
responsible for forwarding any documents required in connection with a
redemption, including a signature guarantee, promptly, and the Fund may cancel
the order if these documents are not received promptly.

OTHER INFORMATION ABOUT REDEMPTIONS.

A redemption may result in recognition of a gain or loss for federal income tax
purposes. Due to the relatively high cost of maintaining smaller accounts, the
shares in your account (unless it is a retirement plan or Uniform Gifts or
Transfers to Minors Act account) may be redeemed by a Fund if, due to
redemptions you have made, the total value of your account is reduced to less
than $500. If a Fund determines to

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ROCKHAVEN ASSET MANAGEMENT             16                             PROSPECTUS

make such an involuntary redemption, you will first be notified that the value
of your account is less than $500, and you will be allowed 30 days to make an
additional investment to bring the value of your account to at least $500 before
the Fund takes any action.

If the Board of Trustees should determine that it would be detrimental to the
best interests of the remaining shareholders of the Fund to make payment wholly
or partly in cash, the Fund may pay redemption proceeds in whole or in part by a
distribution in kind of securities form the portfolio of the Fund, in compliance
with the Trust's election to be governed by Rule 18f-1 under the 1940 Act.
Pursuant to Rule 18f-1, the Fund is obligated to redeem shares solely in cash up
to the lesser of $250,000 or 1% of the net asset value of the Fund during any
90-day period for any one shareholder. If shares are redeemed in kind, the
redeeming shareholder will likely incur brokerage costs in converting the assets
into cash.

DISTRIBUTIONS AND TAXES

DIVIDENDS AND OTHER DISTRIBUTIONS.

Dividends from net investment income, if any, are normally declared and paid by
each Fund each quarter. Capital gains distributions, if any, are also normally
made in December, but a Fund may make an additional payment of dividends or
distributions if it deems it desirable at another time during any year.

Dividends and capital gain distributions (net of any required tax withholding)
are automatically reinvested in additional shares of a Fund at the net asset
value per share on the reinvestment date unless you have previously requested in
writing to the Shareholder Servicing Agent that payment be made in cash.

Any dividend or distribution paid by a Fund has the effect of reducing the net
asset value per share on the record date by the amount of the dividend or
distribution. You should note that a dividend or distribution paid on shares
purchased shortly before that dividend or distribution was declared will be
subject to income taxes even though the dividend or distribution represents, in
substance, a partial return of capital to you.

TAXES.

Each Fund intends to qualify and elect to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986 (the "Code"). As
long as a Fund continues to qualify, and as long as the Fund distributes all of
its income each year to the shareholders, that

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ROCKHAVEN ASSET MANAGEMENT             17                             PROSPECTUS

Fund will not be subject to any federal income or excise taxes. Distributions
made by a Fund will be taxable to shareholders whether received in shares
(through dividend reinvestment) or in cash. Distributions derived from net
investment income, including net short-term capital gains, are taxable to
shareholders as ordinary income. A portion of these distributions may qualify
for the intercorporate dividends-received deduction. Distributions designated as
capital gains dividends are taxable as long-term capital gains regardless of the
length of time shares of a Fund have been held. Although distributions are
generally taxable when received, certain distributions made in January are
taxable as if received the prior December. You will be informed annually of the
amount and nature of a Fund's distributions. Additional information about taxes
is set forth in the Statement of Additional Information. You should consult your
own advisers concerning federal, state and local taxation of distributions from
the Funds.

GENERAL INFORMATION

THE TRUST.

The Trust was organized as a Delaware business trust on October 3, 1996. The
Agreement and Declaration of Trust permits the Board of Trustees to issue an
unlimited number of full and fractional shares of beneficial interest, par value
$0.01 per share, which may be issued in any number of series. The Board of
Trustees may from time to time issue other series, the assets and liabilities of
which will be separate and distinct from any other series. The fiscal year of
each Fund ends on September 30.

SHAREHOLDER RIGHTS.

Shares issued by the Funds have no preemptive, conversion, or subscription
rights. Shareholders have equal and exclusive rights as to dividends and
distributions as declared by the Funds and to the net assets of the Funds upon
liquidation or dissolution. Each Fund, as a separate series of the Trust, votes
separately on matters affecting only that Fund (e.g., approval of the Investment
Advisory Agreement); all series of the Trust vote as a single class on matters
affecting all series jointly or the Trust as a whole (e.g., election or removal
of Trustees). Voting rights are not cumulative, so that the holders of more than
50% of the shares voting in any election of Trustees can, if they so choose,
elect all of the Trustees. While the Trust is not required and does not intend
to hold annual meetings of shareholders, such meetings may be called by the
Trustees in their discretion, or upon demand by the holders of 10% or more of
the outstanding shares of the Trust

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ROCKHAVEN ASSET MANAGEMENT             18                             PROSPECTUS

for the purpose of electing or removing Trustees.

YEAR 2000 RISK.

Like other business organizations around the world, the Fund could be adversely
affected if the computer systems used by its investment advisor, Rockhaven Asset
Management, LLC and other service providers do not properly process and
calculate information related to dates beginning January 1, 2000. This is
commonly known as the "Year 2000 Issue." The Fund's advisor has taken steps that
it believes are reasonably designed to address the Year 2000 Issue with respect
to its own computer systems, and the Fund has obtained assurances from the
Fund's other service providers that they are taking comparable steps. However,
there can be no assurance that these actions will be sufficient to avoid any
adverse impact on the Fund.

PERFORMANCE INFORMATION.

From time to time, each Fund may publish its total return in advertisements and
communications to investors. Total return information will include the Fund's
average annual compounded rate of return over the most recent year and over the
period from the Fund's inception of operations. The Funds may also advertise
aggregate and average total return information over different periods of time. A
Fund's total return will be based upon the value of the shares acquired through
a hypothetical $1,000 investment at the beginning of the specified period and
the net asset value of those shares at the end of the period, assuming
reinvestment of all distributions. Total return figures will reflect all
recurring charges against Fund income. You should note that the investment
results of the Funds will fluctuate over time, and any presentation of a Fund's
total return for any prior period should not be considered as a representation
of what an investor's total return may be in any future period.

SHAREHOLDER INQUIRIES.

Shareholder inquiries should be directed to the Shareholder Servicing Agent at
888.229.2105.