ROCKLAND FUNDS TRUST, 497, 1998-02-25

ROCKLAND FUNDS TRUST
497, 1998-02-25

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Registration Nos. 333-3935; 811-7743
Rule 497(c)

PROSPECTUS

February 20, 1998

Greenville Capital Management, Inc.
Presents

The Rockland Growth Fund
a Series of

The Rockland Funds Trust

P. O. Box 701
Milwaukee, Wisconsin 53201-0701

1-800-497-3933

The Rockland Growth Fund (the "Fund") is a series of
The Rockland Funds Trust (the "Trust"), an open-end,
diversified, management investment company commonly
referred to as a mutual fund. The investment objective
of the Fund is to seek capital appreciation. The Fund
will seek, under normal market conditions, to achieve
its investment objective by investing its assets
primarily in equity securities of domestic companies.
The Fund is structured for flexibility and risk
reduction, but centered around investment in high
quality growth stocks with an emphasis on those
companies whose growth potential, in the opinion of the
Fund's investment adviser, Greenville Capital
Management, Inc., has been overlooked by Wall Street
analysts.

This Prospectus sets forth concisely the information
that you should be aware of prior to investing in the
Fund's Institutional shares. Two classes of shares of
the Fund are currently offered to the public:
Institutional shares and Retail shares. This
prospectus relates only to the Institutional shares.
Information about the Retail shares may be obtained by
calling 1-800-497-3933. Please read this Prospectus
carefully and retain it for future reference.
Additional information regarding the Fund is included
in the Statement of Additional Information dated
February 20, 1998, which has been filed with the
Securities and Exchange Commission and is incorporated
in this Prospectus by reference. A copy of the Fund's
Statement of Additional Information is available
without charge by writing to the Fund at the address
listed above or by calling 1-800-497-3933.

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

<PAGE>

TABLE OF CONTENTS
Page No.

SUMMARY 4

SUMMARY OF FUND EXPENSES 5

FINANCIAL HIGHLIGHTS 6

INVESTMENT OBJECTIVE AND POLICIES 6

INVESTMENT TECHNIQUES AND RISKS 7
IN GENERAL 7
SHORT-TERM FIXED INCOME SECURITIES 7
ILLIQUID SECURITIES 7
ADRS 8
OPTIONS AND FUTURES TRANSACTIONS 8
SHORT SALES 8
REPURCHASE AGREEMENTS 8
CONVERTIBLE SECURITIES 9
PORTFOLIO TURNOVER 9

MANAGEMENT 9

HOW TO PURCHASE FUND SHARES 10
INITIAL INVESTMENT - MINIMUM $100,000 10
WIRE PURCHASES 10
TELEPHONE PURCHASES 11
AUTOMATIC INVESTMENT PLAN 11
SUBSEQUENT INVESTMENTS - MINIMUM $1,000 11

DETERMINATION OF NET ASSET VALUE 11

HOW TO REDEEM SHARES 12
IN GENERAL 12
WRITTEN REDEMPTION 12
TELEPHONE REDEMPTION 13
SIGNATURE GUARANTEES 13

SHAREHOLDER REPORTS 13

INDIVIDUAL RETIREMENT ACCOUNTS 13

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT 15

FUND ORGANIZATION 16

ADMINISTRATOR 16

CUSTODIAN, TRANSFER AGENT, AND FUND ACCOUNTANT 16

<PAGE>

DISTRIBUTOR 16

COMPARISON OF INVESTMENT RESULTS 17

No person has been authorized to give any information
or to make any representations other than those
contained in this Prospectus and the Statement of
Additional Information, and if given or made, such
information or representations may not be relied upon
as having been authorized by the Fund. This prospectus
does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such
offer in such state.

<PAGE>

SUMMARY

Investment Objective

The investment objective of the Fund is to seek
capital appreciation. The Fund will seek to achieve
its investment objective by investing its assets
primarily in equity securities of domestic companies
that, in the opinion of Greenville Capital Management
("GCM"), have been overlooked by Wall Street analysts.
The Fund's investments are subject to market risk and
the value of its shares will fluctuate with changing
market valuations of its portfolio holdings. See
"INVESTMENT OBJECTIVE AND POLICIES" and "INVESTMENT
TECHNIQUES AND RISKS."

Investment Advisor

GCM is the investment advisor to the Fund. GCM
was organized in 1989 and acts as the investment
advisor to individual and institutional clients with
investment portfolios of approximately $450 million.
See "MANAGEMENT."

Purchase and Redemptions

Institutional shares of the Fund are sold and
redeemed at net asset value, without the imposition of
any sales or redemption charges. The minimum initial
investment required by the Fund is $100,000. The
minimum subsequent investment is $1,000. These
minimums may be changed or waived at any time at the
discretion of the Fund. Once the initial investment is
made, investors may use the Automatic Investment Plan
to make regular investments in the Fund from a bank
checking or NOW account in amounts of $250 or more.
See "HOW TO PURCHASE FUND SHARES" and "HOW TO REDEEM
SHARES."

Shareholder Services

Questions regarding the Institutional shares or
the Retail shares may be directed to the Fund at the
address and telephone number on the front page of this
Prospectus.

<PAGE>

SUMMARY OF FUND EXPENSES

Institutional Class

Shareholder Transaction Expenses

Sales Load Imposed on Purchases NONE
Sales Load Imposed on Reinvested Dividends NONE
Deferred Sales Load Imposed on Redemptions NONE
Redemption Fees NONE*

Annual Fund Operating Expenses (after waivers or
reimbursements) (as a percentage of average net
assets)

Management Fee 1.00%
12b-1 Fees NONE
Other Expenses (net of reimbursement) 0.75%(1)
TOTAL FUND OPERATING EXPENSES 1.75%(1)
(after waivers or reimbursements)

_________________________

(1) For the period ended September 30, 1997, GCM
voluntarily agreed to waive its management fee
and/or reimburse the Fund's operating expenses to
the extent necessary to ensure that the
Institutional Class' Total Operating Expenses did
not exceed 1.75% of the Fund's average daily net
assets. Absent these waivers/reimbursements,
Other Expenses and Total Fund Operating Expenses
would have been 2.98% and 3.98%, respectively.
GCM has voluntarily agreed to continue this
waiver/reimbursement policy for the year ending
September 30, 1998, and for an indefinite amount
of time beyond that date. The Fund's management
fee is higher than that paid by other similar
investment companies. For additional information
concerning management fees and operating expenses,
see "MANAGEMENT."

*There are certain charges associated with certain
services offered by the Fund, such as a service fee of
$12.00 for redemptions effected via wire transfer.

Example

You would pay the following expenses on a $1,000
investment, assuming (i) 5% annual return, and (ii)
redemption at the end of each time period.

1 Year 3 Years 5 Years 10 Years

$18 $55 $95 $206

The Example is based on the Total Fund Operating
Expenses specified in the table above. The amounts in
the Example may increase absent the waivers or
reimbursements. Please remember that the Example
should not be considered representative of past or
future expenses and that actual expenses may be greater
or lesser than those shown. The assumption in the
Example of a 5% annual rate of return is required by
regulations of the Securities and Exchange Commission
("SEC") applicable to all mutual funds. This return is
hypothetical and should not be considered
representative of past or future performance of the
Institutional shares.

<PAGE>

FINANCIAL HIGHLIGHTS

The financial information relating to the
Institutional shares of the Fund during the period from
December 2, 1996 (commencement of operations) to
September 30, 1997 included in this table has been
derived from the financial records of the Fund which
have been audited by KPMG Peat Marwick LLP, the Fund's
independent accountants. The table should be read in
conjunction with the financial statements, and related
notes and auditor's report included in the Fund's
Annual Report to Shareholders, which is available
without charge by writing to the Fund at P.O. Box 701,
Milwaukee, Wisconsin, 53201-0701, or by calling, toll-
free, 1-800-497-3933.

Per Share Data:

Net asset value, beginning of period $ 10.00

Income from investment operations:
Net investment loss (1) (0.11)
Net realized and unrealized gains on investments 4.56
Total from investment operations 4.45

Less distributions:
Dividends in excess of net investment income (0.02)

Net asset value, end of period $ 14.43

Total return (2) 44.53%

Supplemental data and ratios:
Net assets, end of period $10,858,957
Ratio of operating expenses to
average net assets (3)(4) 1.75%
Ratio of net investment loss to
average net assets (3)(4) (1.11)%
Portfolio turnover rate (5) 204.05%
Average commission rate paid (5) $0.0509
____________________

(1)Net investment loss per share represents net
investment loss divided by the monthly average
shares of beneficial interest outstanding
throughout the period December 2, 1996 through
September 30, 1997.
(2)Not annualized for the period December 2, 1996
through September 30, 1997.
(3)Annualized for the period December 2, 1996
through September 30, 1997.
(4)Without expense reimbursements of $120,419 for
the period December 2, 1996 through September
30, 1997, the ratio of operating expenses to
average net assets would have been 3.98%, and
the ratio of net investment loss to average net
assets would have been (3.35)%.
(5)Portfolio turnover and average commission rate
paid are calculated on the basis of the Fund as
a whole without distinguishing between the
classes of shares issued.

INVESTMENT OBJECTIVE AND POLICIES

The Fund is the first and presently, the only
series of the Trust, an open-end, diversified
management company. The Fund's investment objective is
to seek capital appreciation. The generation of
investment income is not an investment objective and,
therefore, any income earned by the Fund will be
incidental to the Fund's objective. The Fund will seek,
under normal market conditions, to achieve its
investment objective by investing its assets primarily
in equity securities of domestic companies, which
include but are not limited to common stocks; preferred
stocks; warrants to purchase common stocks or preferred
stocks; and securities convertible into common or
preferred stocks, such as convertible bonds and
debentures. The Fund may, when GCM deems a more
conservative approach is warranted, or pending
investment or reinvestment, invest up to 35% of its
total assets in short-term, fixed income securities.
For temporary, defensive purposes the Fund may invest
up to 100% of its total assets in such securities.
Since the Fund's assets will, under normal market
conditions, consist primarily of equity securities, the
net asset value of the Institutional shares may be
subject to greater principal fluctuation than a
portfolio containing a substantial amount of fixed
income securities.

<PAGE>

The Fund is designed to take advantage of
investment and trading opportunities that investors
might not otherwise have the time, expertise or
inclination to exploit themselves. The Fund is
structured for flexibility and risk reduction, but
centered around investment in high quality growth
stocks with an emphasis on those companies whose growth
potential, in GCM's opinion, has been overlooked by
Wall Street analysts. In addition, the Fund may sell
short up to 25% of its portfolio. The Fund only
intends to use short positions for brief periods of
time in smaller position sizes to reduce the Fund's
overall risk and to increase the Fund's pool of
potential investment ideas. (See "INVESTMENT
TECHNIQUES AND RISKS - Short Sales").

When making investment decisions, GCM utilizes
information and analyses from numerous sources
regarding a company's sales and earnings growth;
earnings power, trends and predictability; industry,
economic and political trends; relative valuation; and
liquidity, to determine whether the security has the
growth potential suitable for the Fund. The Fund will
generally invest in companies with market
capitalizations ranging from $100 million to $2
billion. The Fund is only intended to be an investment
vehicle for that part of an investor's capital which
can appropriately be exposed to above average risk in
anticipation of greater rewards. The Fund is not
designed to offer a balanced investment program
suitable for all investors.

Except for the Fund's investment objective and the
investment restrictions contained in the Statement of
Additional Information, the Fund's policies may be
changed without a vote of the Institutional class'
shareholders.

INVESTMENT TECHNIQUES AND RISKS

In General

The Fund will not invest more than 5% of its net
assets in any one of the following types of
investments: preferred stocks; warrants; and
securities purchased on a when-issued or delayed
delivery basis. For a more extensive discussion of
certain of these investments and techniques and the
risks associated therewith, see the Fund's Statement of
Additional Information.

Short-Term Fixed Income Securities

When GCM believes that adverse economic or market
conditions justify such action, up to 100% of the
Fund's assets may be held temporarily in short-term
fixed-income securities, including without limitation:
U.S. government securities, including bills, notes and
bonds, differing as to maturity and rate of interest,
which are either issued or guaranteed by the U.S.
Treasury or by U.S. governmental agencies or
instrumentalities; certificates of deposit issued
against funds deposited in a U.S. bank or savings and
loan association; bank time deposits, which are monies
kept on deposit with U.S. banks or savings and loan
associations for a stated period of time at a fixed
rate of interest; bankers' acceptances which are short-
term credit instruments used to finance commercial
transactions; repurchase agreements entered into only
with respect to obligations of the U.S. government, its
agencies or instrumentalities; or commercial paper and
commercial paper master notes (which are demand
instruments without a fixed maturity bearing interest
at rates which are fixed to known lending rates and
automatically adjusted when such lending rates change)
rated A-1 or better by S&P, Prime-1 or better by
Moody's, Duff 2 or higher by D&P, or Fitch 2 or higher
by Fitch.

Illiquid Securities

The Fund may invest up to 10% of the value of its
net assets in illiquid securities, which include, but
are not limited to, restricted securities (securities
the disposition of which is restricted under the
federal securities laws); securities which may only be
resold pursuant to Rule 144A under the Securities Act
of 1933; and repurchase agreements with maturities in
excess of seven days. Risks associated with restricted
securities include the potential obligation to pay all
or part of the registration expenses in order to sell
restricted securities. A considerable period of time
may elapse between the time of the decision to sell a
restricted security and the time the Fund may be
permitted to sell under an effective registration
statement or otherwise. If, during such a period,
adverse conditions were to develop, the Fund might
obtain a less favorable price than that which prevailed
when it decided to sell. The Board of Trustees of the
Trust, or its delegate, has the ultimate authority to
determine, to the extent permissible under the federal
securities laws, which securities are liquid or
illiquid. The Board of Trustees has adopted guidelines
and delegated this determination to GCM.

<PAGE>

ADRs

The Fund may invest up to 25% of the value of its
net assets in ADRs or other instruments denominated in
U.S. dollars. ADRs are receipts typically issued by a
U.S. bank or trust company evidencing ownership of the
underlying foreign security and denominated in U.S.
dollars. Some institutions issuing ADRs may not be
sponsored by the issuer. A non-sponsored depository
may not provide the same shareholder information that a
sponsored depository is required to provide under its
contractual arrangements with the issuer, including
reliable financial statements.

Investments in securities of foreign issuers
involve risks which are in addition to the usual risks
inherent in domestic investment. In many countries
there is less publicly available information about
issuers than is available in the reports and ratings
published about companies in the U.S. Additionally,
foreign companies are not subject to uniform
accounting, auditing and financial reporting standards.
Other risks inherent in foreign investment include
expropriation; confiscatory taxation; withholding taxes
on dividends and interest; less extensive regulation of
foreign brokers, securities markets and issuers; costs
incurred in conversions between currencies; the
possibility of delays in settlement in foreign
securities markets; limitations on the use or transfer
of assets (including suspension of the ability to
transfer currency from a given country); the difficulty
of enforcing obligations in other countries; diplomatic
developments; and political or social instability.
Foreign economies may differ favorably or unfavorably
from the U.S. economy in various respects, and many
foreign securities are less liquid and their prices are
more volatile than comparable U.S. securities. From
time to time, foreign securities may be difficult to
liquidate rapidly without adverse price effects.
Certain costs attributable to foreign investing, such
as custody charges and brokerage costs, are higher than
those attributable to domestic investing.

Options and Futures Transactions

The Fund may engage in options and futures
transactions which are sometimes referred to as
derivative transactions. The Fund's options and
futures transactions may include instruments such as
stock index options and futures contracts. Such
transactions may be used for several reasons, including
hedging unrealized portfolio gains. The Fund will only
engage in futures and options transactions which must,
pursuant to regulations promulgated by the Commodity
Futures Trading Commission (the "CFTC"), constitute
bona fide hedging or other permissible risk management
transactions and will not enter into such transactions
if the sum of the initial margin deposits and premiums
paid for unexpired options exceeds 5% of the Fund's net
assets. In addition, the Fund will not enter into
options and futures transactions if more than 50% of
the Fund's net assets would be committed to such
instruments. The Fund may hold a futures or options
position until its expiration, or it may close out such
a position before then at current value if a liquid
secondary market is available. If the Fund cannot
close out a position, it may suffer a loss apart from
any loss or gain experienced at the time the Fund
decided to close the position. When required by
guidelines of the SEC or the CFTC, the Fund will set
aside permissible liquid assets in a segregated account
to secure its potential obligations under its futures
or options positions. Such liquid assets may include
cash, U.S. government securities and high-grade liquid
debt securities. The ability of the Fund to
effectively use options and futures is largely
dependent upon GCM's ability to correctly use such
instruments which may involve different skills than are
associated with securities generally. For a further
discussion of options and futures transactions, please
see the Statement of Additional Information.

Short Sales

The Fund may engage in short sale transactions in
securities listed on one or more national securities
exchanges, or in unlisted securities. Short selling
involves the sale of borrowed securities. At the time
a short sale is effected, the Fund incurs an obligation
to replace the borrowed security at whatever its price
may be at the time the Fund purchases it for delivery
to the lender. When a short sale transaction is closed
out, any gain or loss on the transaction is taxable as
a short term capital gain or loss. All short sales
will be fully collateralized, and no short sale will be
effected which would cause the aggregate market value
of all securities sold short to exceed 25% of the value
of the Fund's net assets. The Fund limits short sales
of any one issuer's securities to 2% of the Fund's
total assets and to 2% of any one class of the issuer's
securities.

Repurchase Agreements

<PAGE>

seven days). The repurchase
agreement determines the yield during the purchaser's
holding period, while the seller's obligation to
repurchase is secured by the value of the underlying
security. GCM will monitor, on an ongoing basis, the
value of the underlying securities to ensure that the
value always equals or exceeds the repurchase price
plus accrued interest. Repurchase agreements could
involve certain risks in the event of a default or
insolvency of the other party to the agreement
including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
Although no definitive criteria are used, GCM reviews
the creditworthiness of the banks and non-bank dealers
with which the Fund enters into repurchase agreements
to evaluate those risks.

Convertible Securities

The Fund may invest up to 25% of its net assets in
securities convertible into common stocks. A
convertible security entitles the holder to receive
interest normally paid or accrued on the debt or the
dividend paid on preferred stock until the convertible
security matures or is redeemed, converted, or
exchanged. Convertible securities have unique
investment characteristics in that they generally have
higher yields than common stocks, but lower yields than
comparable non-convertible securities, are less subject
to fluctuation in value than the underlying stock, and
provide the potential for capital appreciation if the
market price of the underlying common stock increases.
A convertible security might be subject to redemption
at the option of the issuer at a price established in
the security's governing instrument. If a convertible
security held by the Fund is called for redemption, the
Fund will be required to permit the issuer to redeem
the security, convert it into the underlying common
stock or sell it to a third party.

Portfolio Turnover

The portfolio turnover rate indicates changes in
the Fund's investments. The turnover rate may vary
from year to year, as well as within a year. Under
normal market conditions, the Fund anticipates that its
portfolio turnover rate is not expected to exceed 110%
and is expected to range between 70 and 110%. The
Fund's portfolio turnover rate for the period from
December 2, 1996 to September 30, 1997 was 204.05% due
to compliance with the short-short test which has since
been repealed. A turnover rate of 100% would occur,
for example, if all of the securities held by the Fund
were replaced within one year. It may be affected by
sales of portfolio securities necessary to meet cash
requirements for redemption of shares. In the event
the Fund were to have a turnover rate of 100% or more
in any year, it would result in the payment by the Fund
of above average transaction costs and could result in
the payment by shareholders of above average amounts of
taxes on realized investment gains. The Fund's
portfolio turnover rate is included under "FINANCIAL
HIGHLIGHTS."

MANAGEMENT

Under the laws of the State of Delaware, the Board
of Trustees of the Trust is responsible for managing
its business and affairs. The Trust, on behalf of the
Fund, has entered into an investment advisory agreement
with GCM pursuant to which GCM manages the Fund's
investments and business affairs, subject to the
supervision of the Trust's Board of Trustees (the
"Investment Advisory Agreement"). The Board of
Trustees also oversees duties required by applicable
state and federal law.

GCM, a growth equity capital management firm, is
the investment advisor to the Fund. GCM was founded in
1989 and is located at 100 South Rockland Falls Road,
Rockland, Delaware 19732. Under the Investment
Advisory Agreement, the Trust, on behalf of the Fund,
compensates GCM for its investment advisory services at
the annual rate of 1.00% of the Fund's average daily
net assets for the fiscal year ended September 30, 1998
and an indefinite amount of time thereafter, GCM has
voluntarily agreed to waive its management fee and/or
reimburse the operating expenses to the extent
necessary to ensure that the Institutional class' total
operating expenses do not exceed 1.75% of the Fund's
average daily net assets. Any such waiver or
reimbursement will have the effect of lowering the
overall expense ratio for the Institutional class and
increasing the Institutional class' overall return to
investors at the time any such amounts were waived
and/or reimbursed.

The Fund is currently co-managed by Charles S.
Cruice and Richard H. Gould. Mr. Cruice has been the
President of GCM since 1989. Mr. Cruice began his
career at Dean Witter Reynolds, Inc. in 1974 and joined
Friess Associates Inc., an investment management
company, in 1978. Mr. Cruice holds a BA from the
University of Denver. Mr. Gould has been a Vice
President of GCM since 1994. Prior to joining GCM, Mr.
Gould was an equity analyst with PNC Investment
Management and co-managed the PNC Small Cap Growth
Fund, currently called the Compass Small

<PAGE>

Cap Growth
Fund. Mr. Gould is a Chartered Financial Analyst and a
Chartered Market Technician. Mr. Gould received his BS
in 1982 and his MBA in Finance in 1985 from The
Pennsylvania State University.

GCM provides continuous advice and recommendations
concerning the Fund's investments, and is responsible
for selecting the broker-dealers who execute the
portfolio transactions for the Fund. GCM provides
office space for the Trust and pays the salaries, fees
and expenses of all the Trust's officers and Trustees
who are interested persons of GCM. In addition to
providing investment advice to the Fund, GCM serves as
investment advisor to pension and profit-sharing plans,
and other institutional and private investors. As of
February 15, 1998, GCM had approximately $450 million
under management. Mr. Charles S. Cruice owns shares
representing more than 51% of the voting rights of GCM.

HOW TO PURCHASE FUND SHARES

The minimum initial investment in the Fund's
Institutional class is $100,000. Subsequent
investments in the amount of at least $1,000 may be
made by mail or by wire. For individual retirement
accounts ("IRAs"), the minimum initial investment is
$2,000. Applications will not be accepted unless they
are accompanied by payment in U.S. funds. Payment
should be made by check or money order drawn on a U.S.
bank, savings and loan, or credit union. Minimum
investments are waived for employee benefit plans
qualified under Sections 401, 403(b)(7) or 457 of the
Internal Revenue Code. These minimums can be changed
or waived by the Fund at any time. Shareholders will
be given at least 30 days' notice of any increase in
the minimum dollar amount of subsequent investments.

Initial Investment - Minimum $100,000

You may purchase Institutional class shares by
completing the enclosed application and mailing it
along with a check or money order payable to "The
Rockland Growth Fund Institutional Class," to your
securities dealer, the Distributor or the Transfer
Agent, as the case may be. If mailing to the Transfer
Agent, please use the following address: Firstar Trust
Company, Mutual Fund Services, P. O. Box 701,
Milwaukee, Wisconsin 53201-0701. In addition,
overnight mail should be sent to the following address:
The Rockland Growth Fund, Firstar Trust Company, Mutual
Fund Services, Third Floor, 615 East Michigan Street,
Milwaukee, Wisconsin 53202. The Fund does not consider
the U.S. Postal Service or other independent delivery
services to be its agents. Therefore, deposit in the
mail or with such services, or receipt at the Transfer
Agent's post office box, of purchase applications does
not constitute receipt by the Transfer Agent or the
Fund. Do not mail letters by overnight courier to the
post office box.

If your check does not clear, you will be charged
a $20.00 service fee. You will also be responsible for
any losses suffered by the Institutional class as a
result. Neither cash nor third-party checks will be
accepted. All applications to purchase Institutional
class shares are subject to acceptance by the Fund and
are not binding until so accepted. The Fund reserves
the right to decline or accept a purchase order
application in whole or in part.

Wire Purchases

You may purchase Institutional class shares by
wire. The following instructions should be followed
when wiring funds to the Transfer Agent for the
purchase of Fund shares:

Wire to: Firstar Bank
ABA Number 075000022

Credit: Firstar Trust Company
Account 112-952-137

Further Credit: The Rockland Growth Fund,
Institutional class
(shareholder account number)
(shareholder name/account registration)

Please call 1-800-497-3933 prior to wiring any funds to
notify the Transfer Agent that the wire is coming and
to verify the proper wire instructions so that the wire
is properly applied when received. The Fund is not
responsible for the consequences of delays resulting
from the banking or Federal Reserve wire system.

<PAGE>

Telephone Purchases

You may purchase Institutional class shares by
moving money from your bank account to your Fund
account. Only bank accounts held at domestic financial
institutions that are Automated Clearing House (ACH)
members can be used for telephone transactions. To
have your Institutional class shares purchased at the
net asset value determined as of the close of regular
trading on a given date, the Transfer Agent must
receive both the purchase order and payment by
Electronic Funds Transfer through the ACH System before
the close of regular trading on such date. Most
transfers are completed within 3 business days.
Telephone transactions may not be used for initial
purchases of Institutional class shares.

Automatic Investment Plan

Once you have made an initial investment in the
Institutional class, the Automatic Investment Plan
("AIP") allows you to make regular, systematic
investments in the Fund from your bank checking or NOW
account. To establish the AIP, complete the Fund's AIP
application. Under the AIP, you may choose to make
investments on the day of your choosing (or the next
business day thereafter) from your financial
institution in amounts of $250 or more. You can set up
the AIP with any financial institution that is a member
of the Automated Clearing House. There is no service
fee for participating in the AIP. However, a service
fee of $20 will be deducted from your Fund account for
any AIP purchase that does not clear due to
insufficient funds or, if prior to notifying the Fund
in writing or by telephone to terminate the plan, you
close your bank account or in any manner prevent
withdrawal of funds from the designated checking or NOW
account.

The AIP is a method of using dollar cost averaging
which is an investment strategy that involves investing
a fixed amount of money at a regular time interval.
However, a program of regular investment cannot ensure
a profit or protect against a loss from declining
markets. By always investing the same amount, you will
be purchasing more shares when the price is low and
fewer shares when the price is high. Since such a
program involves continuous investment regardless of
fluctuating share values, you should consider your
financial ability to continue the program through
periods of low share price levels.

Under certain circumstances (such as
discontinuation of the AIP before the Institutional
class minimum initial investment is reached, or, after
reaching the minimum initial investment, the account
balance is reduced to less than $10,000), the Fund
reserves the right to close the investor's account.
Prior to closing any account for failure to reach the
minimum initial investment, the Fund will give the
investor written notice and 60 days in which to
reinstate the AIP or otherwise reach the minimum
initial investment. You should consider your financial
ability to continue in the AIP until the minimum
initial investment amount is met because the Fund has
the right to close an investor's account for failure to
reach the minimum initial investment. Such closing may
occur in periods of declining share prices.

Subsequent Investments - Minimum $1,000

Additions to your account may be made by mail or
by wire. When making an additional purchase by mail,
enclose a check payable to "The Rockland Growth Fund
Institutional Class" along with the Additional
Investment Form provided on the lower portion of your
account statement. To make an additional purchase by
wire, please call 1-800-497-3933.

DETERMINATION OF NET ASSET VALUE

The net asset value per share for the
Institutional class is determined as of the close of
trading (currently 4:00 p.m. Eastern Time) on each day
the New York Stock Exchange ("NYSE") is open for
business. Purchase orders received or shares tendered
for redemption on a day the NYSE is open for trading,
prior to the close of trading on that day, will be
valued as of the close of trading on that day.
Applications for purchase of Institutional shares and
requests for redemption of Institutional shares
received after the close of trading on the NYSE will be
valued as of the close of trading on the next day the
NYSE is open. Net asset value is calculated by taking
the fair value of the Institutional class' total
assets, including interest or dividends accrued, but
not yet collected, less all liabilities, and dividing
by the total number of shares outstanding. The result,
rounded to the nearest cent, is the net asset value per
share. In determining net asset value, expenses are
accrued and applied daily and securities and other
assets for which market

<PAGE>

quotations are available are
valued at market value. Common stocks, other equity-
type securities, and securities sold short are valued
at the last sales price on the national securities
exchange or NASDAQ on which such securities are
primarily traded; provided, however, securities traded
on an exchange or NASDAQ for which there were no
transactions on a given day, any security sold short
for which there were no transactions on a given day and
securities not listed on an exchange or NASDAQ, are
valued at the most recent mean between the bid and
asked price. Options purchased or written by the Fund
are valued at the average of the current bid and asked
prices. Any securities or other assets for which
market quotations are not readily available are valued
at fair value as determined in good faith by the Board
of Trustees. Debt securities having remaining
maturities of 60 days or less when purchased are valued
by the amortized cost method when the Board of Trustees
determines that the fair market value of such
securities is their amortized cost. Under this method
of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any
discount or premium is assumed each day, regardless of
the impact of fluctuating interest rates on the market
value of the security.

HOW TO REDEEM SHARES

In General

Investors may request redemption of part or all of
their Institutional class shares at any time at the
next determined net asset value. See "DETERMINATION OF
NET ASSET VALUE." No redemption request will become
effective until all documents have been received in
proper form by Firstar Trust Company. An investor
should contact Firstar Trust Company for further
information concerning documentation required for a
redemption of Institutional class shares. The Fund
normally will mail your redemption proceeds the next
business day and, in any event, no later than seven
business days after receipt of a redemption request in
good order. However, when a purchase has been made by
check, the Fund may hold payment on redemption proceeds
until it is reasonably satisfied that the check has
cleared; this may take up to twelve days.

Redemptions may also be made through brokers or
dealers. Such redemptions will be effected at the net
asset value next determined after receipt by the
Institutional class of the broker or dealer's
instruction to redeem shares. In addition, some
brokers or dealers may charge a fee in connection with
such redemptions.

Investors who have an Individual Retirement
Account ("IRA") must indicate on their redemption
request whether or not federal income tax should be
withheld. Redemption requests failing to indicate an
election will be subject to withholding.

Written Redemption

For most redemption requests, an investor need
only furnish a written, unconditional request to redeem
his or her Institutional class shares at net asset
value to the Fund's Transfer Agent: Firstar Trust
Company, Mutual Fund Services, P. O. Box 701,
Milwaukee, Wisconsin 53201-0701. Overnight mail should
be sent to The Rockland Growth Fund, Firstar Trust
Company, Mutual Fund Services, Third Floor, 615 East
Michigan Street, Milwaukee, Wisconsin 53202. Requests
for redemption must be signed exactly as the
Institutional class shares are registered, including
the signature of each joint owner. You must also
specify the number of shares or dollar amount to be
redeemed. Redemption proceeds made by written
redemption request may also be wired to a commercial
bank that you have authorized on your account
application. The Transfer Agent charges a $12.00
service fee for wire transactions. Additional
documentation may be requested from corporations,
executors, administrators, trustees, guardians, agents,
or attorneys-in-fact. The Fund does not consider the
U.S. Postal Service or other independent delivery
services to be its agents. Therefore, deposit in the
mail or with such services, or receipt at the Transfer
Agent's post office box, of redemption requests does
not constitute receipt by the Transfer Agent or the
Fund. Do not mail letters by overnight courier to the
post office box. Any written redemption requests
received within 15 days after an address change must be
accompanied by a signature guarantee.

<PAGE>

Telephone Redemption

Institutional class shares may also be redeemed by
calling the Transfer Agent at 1-800-497-3933. In order
to utilize this procedure, a shareholder must have
previously elected this option in writing, which
election will be reflected in the records of the
Transfer Agent, and the redemption proceeds must be
mailed directly to the shareholder or transmitted to
the shareholder's predesignated account. To change the
designated account, send a written request with
signature(s) guaranteed to the Transfer Agent. To
change the address, call the Transfer Agent or send a
written request with signature(s) guaranteed to the
Transfer Agent. Additional documentation may be
requested from corporations, executors, administrators,
trustees, guardians, agents or attorneys-in-fact. No
telephone redemptions will be allowed within 15 days of
any address change. The Fund reserves the right to
limit the number of telephone redemptions by an
investor. Once made, telephone redemption requests may
not be modified or canceled.

The Transfer Agent will employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include
requiring some form of personal identification prior to
acting upon telephone instructions, providing written
confirmations of all such transactions, and/or tape
recording all telephone instructions. Assuming
procedures such as the above have been followed,
neither the Fund nor the Transfer Agent will be liable
for any loss, cost or expense for acting upon an
investor's telephone instructions or for any
unauthorized telephone redemption. The Fund reserves
the right to refuse a telephone redemption request if
so advised.

Signature Guarantees

Signature guarantees are required for: (i)
redemption requests to be mailed or wired to a person
other than the registered owner(s) of the shares; (ii)
redemption requests to be mailed or wired to other than
the address of record and (iii) any redemption request
if a change of address request has been received by the
Fund or Transfer Agent within the preceding 15 days. A
signature guarantee may be obtained from any eligible
guarantor institution, as defined by the SEC. These
institutions include banks, savings associations,
credit unions, brokerage firms and others.

Your account may be terminated by the Fund on not
less than 30 days' written notice if, at the time of
any redemption of shares in your account, the value of
the remaining shares in the account falls below
$10,000. Upon any such termination, a check for the
redemption proceeds will be sent to the account of
record within seven days of the redemption.

SHAREHOLDER REPORTS

You will be provided at least semi-annually with a
report showing the Fund's holdings and annually after
the close of the Trust's fiscal year, which ends
September 30, with an annual report containing audited
financial statements. An individual account statement
will be sent to you by the Transfer Agent after each
purchase or redemption of Institutional class shares as
well as on a quarterly basis. You will also receive an
annual statement after the end of the calendar year
listing all of your transactions in Institutional class
shares during such year.

If you have questions about your account, you
should call the Transfer Agent at 1-800-497-3933.
Investors who have general questions about the Fund or
the Trust or desire additional information should write
to The Rockland Funds Trust, P.O. Box 701, Milwaukee,
WI 53201-0701.

INDIVIDUAL RETIREMENT ACCOUNTS

Individuals may establish their own tax-sheltered
IRAs. The Fund offers three types of IRAs, including
the Traditional IRA, that can be adopted by executing
the appropriate Internal Revenue Service ("IRS") Form.

Traditional IRA

<PAGE>

distribution represents a return of
the investor's own contributions for which the investor
did not claim (or was not eligible to claim) a
deduction. Distributions prior to age 59-1/2 may be
subject to an additional 10% tax applicable to certain
premature distributions. Distributions must commence
by April 1 following the calendar year in which the
investor attains age 70-1/2. Failure to begin
distributions by this date (or distributions that do
not equal certain minimum thresholds) may result in
adverse tax consequences.

Roth IRA

In a Roth IRA (sometimes known as the American
Dream IRA), amounts contributed to the IRA are taxed at
the time of contribution, but distributions from the
IRA are not subject to tax if the investor has held the
IRA for certain minimum periods of time (generally,
until age 59-1/2). Investors whose income exceeds
certain limits are ineligible to contribute to a Roth
IRA. Distributions that do not satisfy the
requirements for tax-free withdrawal are subject to
income taxes (and possibly penalty taxes) to the extent
that the distribution exceeds the investor's
contributions to the IRA. The minimum distribution
rules applicable to Traditional IRAs do not apply
during the lifetime of the investor. Following the
death of the investor, certain minimum distribution
rules apply.

For Traditional and Roth IRAs, the maximum annual
contribution generally is equal to the lesser of $2,000
or 100% of the investor's compensation (earned income).
An individual may also contribute to a Traditional IRA
or Roth IRA on behalf of his or her spouse provided
that the individual has sufficient compensation (earned
income). Contributions to a Traditional IRA reduce the
allowable contributions under a Roth IRA, and
contributions to a Roth IRA reduce the allowable
contribution to a Traditional IRA.

Education IRA

In an Education IRA, contributions are made to an
IRA maintained on behalf of a beneficiary under age 18.
The maximum annual contribution is $500 per
beneficiary. The contributions are not tax deductible
when made. However, if amounts are used for certain
educational purposes, neither the contributor nor the
beneficiary of the IRA are taxed upon distribution.
The beneficiary is subject to income (and possibly
penalty taxes) on amounts withdrawn from an Education
IRA that are not used for qualified educational
purposes. Investors whose income exceeds certain
limits are ineligible to contribute to an Education
IRA.

Under current IRS regulations, IRA applicants must
be furnished a disclosure statement containing
information specified by the IRS. Applicants generally
have the right to revoke their account within seven
days after receiving the disclosure statement and
obtain a full refund of their contributions. The
custodian may, in its discretion, hold the initial
contribution uninvested until the expiration of the
seven-day revocation period. The custodian does not
anticipate that it will exercise its discretion but
reserves the right to do so.

Simplified Employee Pension Plan

A Traditional IRA may also be used in conjunction
with a Simplified Employee Pension Plan ("SEP-IRA"). A
SEP-IRA is established through execution of Form 5305-
SEP together with a Traditional IRA established for
each eligible employee. Generally, a SEP-IRA allows an
employer (including a self-employed individual) to
purchase shares with tax deductible contributions not
exceeding annually for any one participant 15% of
compensation (disregarding for this purpose
compensation in excess of $160,000 per year). The
$160,000 compensation limit applies for 1998 and is
adjusted periodically for cost of living increases. A
number of special rules apply to SEP Plans, including a
requirement that contributions generally be made on
behalf of all employees of the employer (including for
this purpose a sole proprietorship or partnership) who
satisfy certain minimum participation requirements.

SIMPLE IRA

<PAGE>

Traditional IRA with the exceptions described below.
Under a SIMPLE Plan, the investor may elect to have his
or her employer make salary reduction contributions of
up to $6,000 per year to the SIMPLE IRA. The $6,000
limit is adjusted periodically for cost of living
increases. In addition, the employer will contribute
certain amounts to the investor's SIMPLE IRA, either as
a matching contribution to those participants who make
salary reduction contributions or as a non-elective
contribution to all eligible participants whether or
not making salary reduction contributions. A number of
special rules apply to SIMPLE Plans, including (1) a
SIMPLE Plan generally is available only to employers
with fewer than 100 employees; (2) contributions must
be made on behalf of all employees of the employer
(other than bargaining unit employees) who satisfy
certain minimum participation requirements; (3)
contributions are made to a special SIMPLE IRA that is
separate and apart from the other IRAs of employees;
(4) the distribution excise tax (if otherwise
applicable) is increased to 25% on withdrawals during
the first two years of participation in a SIMPLE IRA;
and (5) amounts withdrawn during the first two years of
participation may be rolled over tax-free only into
another SIMPLE IRA (and not to a Traditional IRA or to
a Roth IRA). A SIMPLE IRA is established by executing
Form 5304-SIMPLE together with an IRA established for
each eligible employee.

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT

The Trust intends to qualify for treatment as a
"Regulated Investment Company" under Subchapter M of
the Internal Revenue Code, and, if so qualified, will
not be liable for federal income taxes to the extent
earnings are distributed on a timely basis.

For federal income tax purposes, all dividends
paid by the Trust, on behalf of the Fund's
Institutional class, and net realized short-term
capital gains are taxable to you as ordinary income
whether reinvested or received in cash unless you are
exempt from taxation or entitled to a tax deferral.
Dividends and other distributions on both classes of
Fund shares are calculated at the same time and in the
same manner. Dividends on Institutional class shares
are expected to be higher than those on the Retail
class because of the higher expenses resulting from the
distribution and sales charges borne by the Retail
class shares. Distributions paid by the Trust, on
behalf of the Fund's Institutional class, from net
realized long-term capital gains, whether received in
cash or reinvested in additional shares, are taxable as
such. The capital gain holding period is determined by
the length of time the Institutional class has held the
security and not the length of time you have held
shares in the Institutional class. Investors are
informed annually as to the amount and nature of all
dividends and capital gains paid during the prior year.
Such gains and dividends may also be subject to state
or local taxes. If you are not required to pay taxes
on your income, you will not be required to pay federal
income taxes on the amounts distributed to you.

Dividends are usually paid, and capital gains, if
any, are usually distributed annually in December.
When a dividend or capital gain is distributed, the
Institutional class' net asset value will decrease by
the amount of the payment. A dividend paid shortly
after the purchase of Institutional shares will reduce
the net asset value of the shares purchased by the
amount of the dividend. All dividends or capital gains
distributions paid on the Institutional class shares
will automatically be reinvested in additional shares
of the Institutional class at the then prevailing net
asset value unless an investor specifically requests
that either dividends or capital gains or both be paid
in cash. The election to receive dividends or reinvest
them may be changed by writing to the Fund at P. O. Box
701, Milwaukee, Wisconsin 53201-0701. Such notice must
be received at least 10 days prior to the record date
of any dividend or capital gain distribution.

If you do not furnish the Fund with your correct
social security number or taxpayer identification
number, the Fund is required by federal law to withhold
federal income tax at a rate of 31% from your
distributions and redemption proceeds. If you do not
have a social security number, you should indicate on
the purchase application that an application to obtain
a number is pending. The Fund will withhold taxes if a
number is not delivered to the Fund within 7 days.

This section is not intended to be a full
discussion of federal income tax laws and the effect of
such laws on you. There may be other federal, state,
or local tax considerations applicable to a particular
investor. You are urged to consult your own tax
advisor.

<PAGE>

FUND ORGANIZATION

The Trust was organized as a Delaware business
trust under Delaware law by Certificate of Trust on
July 31, 1996. The Board of Trustees is authorized to
issue an unlimited number of shares of beneficial
interest in separate series, par value $0.001 per
share, and to create classes of shares within each
series. Currently the Fund is the only series of the
Trust. Shares of the Retail class are offered to
investors through the Fund's underwriter, subject to a
$10,000 minimum initial investment and certain sales
charges. Each class of shares represent interests in
the assets of the Fund and have identical voting,
dividend, liquidation and other rights on the same
terms and conditions, except that the distribution fees
related to the Retail class shares are borne solely by
that class. If the Trust issues additional series, the
assets belonging to each series of shares will be held
separately by the Custodian, and in effect each series
will be a separate fund.

Each share, irrespective of series or class, is
entitled to one vote on all questions, except that
certain matters must be voted on separately by the
series or class of shares affected, and matters
affecting only one series or class are voted upon only
by that series or class. All shares have non-
cumulative voting rights, which means that the holders
of more than 50% of the shares voting for the election
of Trustees can elect all of the Trustees if they
choose to do so, and in such event, the holders of the
remaining shares will not be able to elect any person
or persons to the Board of Trustees.

The Trust will not hold annual shareholders'
meetings except when required by the Investment Company
Act. There will normally be no meetings of
shareholders for the purpose of electing Trustees
unless and until such time as less than a majority of
the Trustees holding office have been elected by the
shareholders, at which time the Trustees then in office
will call a shareholders' meeting for the election of
Trustees. The Trust has adopted procedures in its
Bylaws for the removal of Trustees by the shareholders.
As of February 1, 1998, Mr. Cruice owned a controlling
interest in the Fund.

ADMINISTRATOR

Pursuant to the Fund Administration Servicing
Agreement, Firstar Trust Company (the "Administrator"),
Mutual Fund Services, Third Floor, 615 East Michigan
Street, Milwaukee, Wisconsin 53202, prepares and files
all federal and state tax returns, oversees the Fund's
insurance relationships, participates in the
preparation of the registration statement, proxy
statements and reports, prepares compliance filings
relating to the registration of the securities of the
Institutional class pursuant to state securities laws,
compiles data for and prepares notices to the SEC,
prepares the financial statements for the annual and
semi-annual reports to the SEC and current investors,
monitors the Institutional class' expense accruals and
performs securities valuations, monitors the Trust's
status as a registered investment company under
Subchapter M of the Internal Revenue Code and monitors
compliance with the Fund's investment policies and
restrictions, from time to time, and generally assists
in the Fund's administrative operations. The
Administrator, at its own expense and without
reimbursement from the Fund, furnishes office space and
all necessary office facilities, equipment, supplies
and clerical and executive personnel for performing the
services required to be performed by it under the Fund
Administration Servicing Agreement. For the foregoing
services, the Administrator receives from the Fund a
fee, computed daily and payable monthly based on the
Fund's average net assets at the annual rate of .06 of
1% on the Fund's average net assets, subject to an
annual minimum of $50,000, plus out-of-pocket expenses.

CUSTODIAN, TRANSFER AGENT, AND FUND ACCOUNTANT

Firstar Trust Company, Mutual Fund Services, Third
Floor, 615 East Michigan Street, Milwaukee, Wisconsin
53202, acts as custodian of the Fund's assets and as
dividend-disbursing, transfer agent and fund accountant
for the Fund.

DISTRIBUTOR

<PAGE>

COMPARISON OF INVESTMENT RESULTS

The Institutional class may from time to time
compare its investment results to various passive
indices or other mutual funds and cite such comparisons
in reports to shareholders, sales literature, and
advertisements. The results may be calculated on the
basis of average annual total return, total return, or
cumulative total return.

Average annual total return and total return
figures assume the reinvestment of all dividends and
measure the net investment income generated by, and the
effect of, any realized and unrealized appreciation or
depreciation of the underlying investments in the
Institutional class over a specified period of time.
Average annual total return figures are annualized and
therefore represent the average annual percentage
change over the specified period. Total return figures
are not annualized and represent the aggregate
percentage or dollar value change over the period.
Cumulative total return simply reflects the
Institutional class' performance over a stated period
of time.

Average annual total return, total return and
cumulative total return are based upon the historical
results of the Institutional class and are not
necessarily representative of the future performance of
the Institutional class. Additional information
concerning the Institutional class' performance appears
in the Statement of Additional Information.

The Fund reserves the right to change any of
its policies, practices and procedures
described in this Prospectus, including the
Statement of Additional Information, without
shareholder approval except in those
instances where shareholder approval is
expressly required.

<PAGE>

TRUSTEES

Mr. Charles Cruice
Mr. Richard Gould
Mr. Robert Harrison
Dr. Peter Utsinger
Mr. Richard Vague

OFFICERS

Mr. Charles Cruice, President
Mr. Richard Gould, Treasurer
Mr. Jeffrey Rugen, Secretary

INVESTMENT ADVISOR

Greenville Capital Management, Inc.
100 South Rockland Falls Road
Rockland, DE 19732

CUSTODIAN, ADMINISTRATOR, TRANSFER AGENT
AND DIVIDEND-DISBURSING AGENT

Firstar Trust Company
Mutual Fund Services
Third Floor
615 East Michigan Street
Milwaukee, WI 53202

INDEPENDENT ACCOUNTANTS

KPMG Peat Marwick LLP
777 E. Wisconsin Avenue
Milwaukee, WI 53202

LEGAL COUNSEL

Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, WI 53202

<PAGE>

Registration Nos. 333-3935; 811-7743
Rule 497(c)

PROSPECTUS

February 20, 1998

Greenville Capital Management, Inc.
Presents

The Rockland Growth Fund
a Series of

The Rockland Funds Trust

P. O. Box 701
Milwaukee, Wisconsin 53201-0701

1-800-497-3933

This Prospectus sets forth concisely the information
that you should be aware of prior to investing in the
Fund's Retail shares. Two classes of shares of the
Fund are currently offered to the public:
Institutional shares and Retail shares. This
prospectus relates only to the Retail shares.
Information about the Institutional shares may be
obtained by calling 1-800-497-3933. Please read this
Prospectus carefully and retain it for future
reference. Additional information regarding the Fund
is included in the Statement of Additional Information
dated February 20, 1998, which has been filed with the
Securities and Exchange Commission and is incorporated
in this Prospectus by reference. A copy of the Fund's
Statement of Additional Information is available
without charge by writing to the Fund at the address
listed above or by calling 1-800-497-3933.

<PAGE>

TABLE OF CONTENTS

Page No.

SUMMARY 4

SUMMARY OF FUND EXPENSES 5

FINANCIAL HIGHLIGHTS 6

INVESTMENT OBJECTIVE AND POLICIES 6

MANAGEMENT 9

HOW TO PURCHASE FUND SHARES 10
OFFERING PRICE 10
PURCHASES AT NET ASSET VALUE 11
QUANTITY DISCOUNT IN THE SALES CHARGE 11
INITIAL INVESTMENT - MINIMUM $10,000 12
WIRE PURCHASES 12
TELEPHONE PURCHASES 13
AUTOMATIC INVESTMENT PLAN - MINIMUM $100 13
SUBSEQUENT INVESTMENTS - MINIMUM $100 13

DETERMINATION OF NET ASSET VALUE 13

HOW TO REDEEM SHARES 14
IN GENERAL 14
WRITTEN REDEMPTION 14
TELEPHONE REDEMPTION 14
SIGNATURE GUARANTEES 15

DISTRIBUTION PLAN 15

SHAREHOLDER REPORTS 16

INDIVIDUAL RETIREMENT ACCOUNTS 16

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT 17

FUND ORGANIZATION 18

ADMINISTRATOR 18

<PAGE>

CUSTODIAN, TRANSFER AGENT, AND FUND ACCOUNTANT 19

DISTRIBUTOR 19

COMPARISON OF INVESTMENT RESULTS 19

No person has been authorized to give any
information or to make any representations other than
those contained in this Prospectus and the Statement of
Additional Information, and if given or made, such
information or representations may not be relied upon
as having been authorized by the Fund. This prospectus
does not constitute an offer to sell securities in any
state to any person to whom it is unlawful to make such
offer in such state.

<PAGE>

SUMMARY

Investment Objective

The investment objective of the Fund is to seek
capital appreciation. The Fund will seek to achieve
its investment objective by investing its assets
primarily in equity securities of domestic companies
that, in the opinion of Greenville Capital Management,
Inc. ("GCM"), have been overlooked by Wall Street
analysts. The Fund's investments are subject to market
risk and the value of its shares will fluctuate with
changing market valuations of its portfolio holdings.
See "INVESTMENT OBJECTIVE AND POLICIES" and "INVESTMENT
TECHNIQUES AND RISKS."

Investment Advisor

Purchase and Redemptions

Retail class shares of the Fund are offered at net
asset value per share plus a maximum initial sales
charge of 3.00% of the offering price. See "HOW TO
PURCHASE FUND SHARES." In addition, the Retail class
adopted a distribution plan under Rule 12b-1 of the
Investment Company Act of 1940, as amended (the
"Investment Company Act"), which authorizes the Retail
class to pay a distribution fee of up to 0.25% per
annum of the Retail class' average daily net assets.
See "DISTRIBUTION PLAN." The minimum initial
investment required by the Retail class is $10,000.
The minimum subsequent investment is $100. The minimum
initial investment for individual retirement accounts
is $2,000, and for investors using the Automatic
Investment Plan, the minimum initial investment is
$100. These minimums may be changed or waived at any
time at the discretion of the Fund. Retail class
shares may be redeemed using either written or
telephone redemption procedures at net asset value
without the imposition of any redemption charges. See
"HOW TO REDEEM SHARES."

Shareholder Services

Questions regarding the Retail shares or the
Institutional shares may be directed to the Fund at the
address and telephone number on the front page of this
Prospectus.

<PAGE>

SUMMARY OF FUND EXPENSES

The purpose of the following table is to assist
you in understanding the various costs and expenses
that an investor in the Retail class will bear directly
(shareholder transaction expenses) and indirectly
(annual fund operating expenses).

Fee Table

Retail Class

Shareholder Transaction Expenses

Sales Load Imposed on Purchases 3.00% (1),(2)
Sales Load Imposed on Reinvested Dividends NONE
Deferred Sales Load Imposed on Redemptions NONE
Redemption Fees NONE *

Annual Fund Operating Expenses (after waivers or
reimbursements) (as a percentage of average net
assets)

Management Fee 1.00%
12b-1 Fees 0.25% (2),(3)
Other Expenses (net of reimbursement) 0.75% (4)
TOTAL FUND OPERATING EXPENSES 2.00% (4)
(after waivers or reimbursements)

_________________________

(1)Certain investors may be exempt from paying some or
all of this load. See "HOW TO PURCHASE FUND
SHARES."

(2)Consistent with the National Association of
Securities Dealers, Inc.'s rules, it is possible
that the combination of the front-end sales load
and Rule 12b-1 fees could cause long-term investors
of the Retail class to pay more than the economic
equivalent of the maximum front-end sales charges
permitted under those rules.

(3)See "DISTRIBUTION PLAN" for more details.

(4)For the period ended September 30, 1997, GCM
voluntarily agreed to waive its management fee
and/or reimburse the Fund's operating expenses to
the extent necessary to ensure that the Retail
Class' Total Operating Expenses did not exceed
2.00% of the Fund's average daily net assets.
Absent these reimbursements, Other Expenses and
Total Fund Operating Expenses would have been 2.98%
and 4.23%, respectively. GCM has voluntarily
agreed to continue this waiver/reimbursement policy
for the year ending September 30, 1998, and for an
indefinite amount of time beyond that date. The
Fund's management fee is higher than that paid by
other similar investment companies. For additional
information concerning management fees and
operating expenses, see "MANAGEMENT."

* There are certain charges associated with certain
services offered by the Fund, such as a service fee
of $12.00 for redemptions effected via wire
transfer.

Example

You would pay the following expenses on a $1,000
investment, assuming (i) 5% annual return, and (ii)
redemption at the end of each time period.

1 Year 3 Years 5 Years 10 Years

$50 $91 $135 $256

<PAGE>

FINANCIAL HIGHLIGHTS

The financial information relating to the Retail
shares of the Fund during the period from December 2,
1996 (commencement of operations) to September 30, 1997
included in this table has been derived from the
financial records of the Fund which have been audited
by KPMG Peat Marwick LLP, the Fund's independent
accountants. The table should be read in conjunction
with the financial statements, and related notes and
auditor's report included in the Fund's Annual Report
to Shareholders, which is available without charge by
writing to the Fund at P.O. Box 701, Milwaukee,
Wisconsin 53201-0701, or by calling, toll-free,
1-800-497-3933.

Per Share Data:

Net asset value, beginning of period $10.00

Income from investment operations:
Net investment loss (1) (0.15)
Net realized and unrealized gains on investments 4.57
Total from investment operations 4.42

Net asset value, end of period $14.42

Total return (2) (3) 44.20%

Supplemental data and ratios:

Net assets, end of period $921,991

Ratio of operating expenses to
average net assets(4) (5) 2.00%

Ratio of net investment loss to
average net assets(4) (5) (1.36%)

Portfolio turnover rate (6) 204.05%

Average commission rate paid (6) $0.0509
__________

(1)Net investment loss per share represents net
investment loss divided by the monthly average
shares of beneficial interest outstanding
throughout the period December 2, 1996 through
September 30, 1997.
(2)Not annualized for the period December 2, 1996
through September 30, 1997.
(3)The total return does not reflect the 3% front-end
sales charge.
(4)Annualized for the period December 2, 1996 through
September 30, 1997.
(5)Without expense reimbursements of $120,419 for the
period December 2, 1996 through September 30, 1997,
the ratio of operating expenses to average net
assets would have been 4.23%, and the ratio of net
investment loss to average net assets would have
been (3.60)%.
(6)Portfolio turnover and average commission rate paid
are calculated on the basis of the Fund as a whole
without distinguishing between the classes of
shares issued.

INVESTMENT OBJECTIVE AND POLICIES

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assets primarily
in equity securities of domestic companies, which
include but are not limited to common stocks; preferred
stocks; warrants to purchase common stocks or preferred
stocks; and securities convertible into common or
preferred stocks, such as convertible bonds and
debentures. The Fund may, when GCM deems a more
conservative approach is warranted, or pending
investment or reinvestment, invest up to 35% of its
total assets in short-term, fixed income securities.
For temporary, defensive purposes the Fund may invest
up to 100% of its total assets in such securities.
Since the Fund's assets will, under normal market
conditions, consist primarily of equity securities, the
net asset value of the Retail shares may be subject to
greater principal fluctuation than a portfolio
containing a substantial amount of fixed income
securities.

INVESTMENT TECHNIQUES AND RISKS

In General

The Fund will not invest more than 5% of its net
assets in any one of the following types of
investments: preferred stocks; warrants; and
securities purchased on a when-issued or delayed
delivery basis. For a more extensive discussion of
certain of these investments and techniques and risks
associated therewith, see the Fund's Statement of
Additional Information.

Short-Term Fixed Income Securities

Illiquid Securities

<PAGE>

of time
may elapse between the time of the decision to sell a
restricted security and the time the Fund may be
permitted to sell under an effective registration
statement or otherwise. If, during such a period,
adverse conditions were to develop, the Fund might
obtain a less favorable price than that which prevailed
when it decided to sell. The Board of Trustees of the
Trust, or its delegate, has the ultimate authority to
determine, to the extent permissible under the federal
securities laws, which securities are liquid or
illiquid. The Board of Trustees has adopted guidelines
and delegated this determination to GCM.

ADRs

Options and Futures Transactions

The Fund may engage in options and futures
transactions which are sometimes referred to as
derivative transactions. The Fund's options and
futures transactions may include instruments such as
stock index options and futures contracts. Such
transactions may be used for several reasons, including
hedging unrealized portfolio gains. The Fund will only
engage in futures and options transactions which must,
pursuant to regulations promulgated by the Commodity
Futures Trading Commission (the "CFTC"), constitute
bona fide hedging or other permissible risk management
transactions and will not enter into such transactions
if the sum of the initial margin deposits and premiums
paid for unexpired options exceeds 5% of the Fund's net
assets. In addition, the Fund will not enter into
options and futures transactions if more than 50% of
the Fund's net assets would be committed to such
instruments. The Fund may hold a futures or options
position until its expiration, or it can close out such
a position before then at current value if a liquid
secondary market is available. If the Fund cannot
close out a position, it may suffer a loss apart from
any loss or gain experienced at the time the Fund
decided to close the position. When required by
guidelines of the SEC or the CFTC, the Fund will set
aside permissible liquid assets in a segregated account
to secure its potential obligations under its futures
or options positions. Such liquid assets may include
cash, U.S. government securities and high-grade liquid
debt securities. The ability of the Fund to
effectively use options and futures is largely
dependent upon GCM's ability to correctly use such
instruments which may involve different skills than are
associated with securities generally. For a further
discussion of options and futures transactions, please
see the Statement of Additional Information.

Short Sales

<PAGE>

Repurchase Agreements

The Fund may invest up to 25% of its net assets in
repurchase agreements entered into with Federal Reserve
Bank member banks and certain non-bank dealers. In a
repurchase agreement, the Fund buys a security at one
price, and at the time of sale, the seller agrees to
repurchase the obligation at a mutually agreed upon
time and price (usually seven days). The repurchase
agreement determines the yield during the purchaser's
holding period, while the seller's obligation to
repurchase is secured by the value of the underlying
security. GCM will monitor, on an ongoing basis, the
value of the underlying securities to ensure that the
value always equals or exceeds the repurchase price
plus accrued interest. Repurchase agreements could
involve certain risks in the event of a default or
insolvency of the other party to the agreement
including possible delays or restrictions upon the
Fund's ability to dispose of the underlying securities.
Although no definitive criteria are used, GCM reviews
the creditworthiness of the banks and non-bank dealers
with which the Fund enters into repurchase agreements
to evaluate those risks.

Convertible Securities

Portfolio Turnover

MANAGEMENT

GCM, a growth equity capital management firm, is
the investment advisor to the Fund. GCM was founded in
1989 and is located at 100 South Rockland Falls Road,
Rockland, Delaware 19732. Under the Investment
Advisory Agreement, the Trust, on behalf of the Fund,
compensates GCM for its investment advisory services at
the annual rate of 1.00% of the Fund's average daily
net assets for fiscal year ended September 30, 1998 and
an indefinite amount of time thereafter, GCM has
voluntarily agreed to waive its management fee and/or
reimburse the operating expenses to the extent
necessary to ensure that the Retail class' total
operating expenses do not exceed 2.00% of the Fund's
average daily net assets. Any such waiver or
reimbursement will have the effect of lowering the
overall expense ratio for the Retail class and
increasing the Retail class' overall return to
investors at the time any such amounts were waived
and/or reimbursed.

<PAGE>

HOW TO PURCHASE FUND SHARES

Retail class shares of the Fund may be purchased
at the Offering Price (as defined below) through any
dealer which has entered into a sales agreement with
AmeriPrime Financial Securities, Inc., in its capacity
as principal underwriter of the Fund's shares (the
"Distributor"), or through the Distributor directly.
Firstar Trust Company, the Fund's transfer agent (the
"Transfer Agent"), may also accept purchase
applications.

The minimum initial investment in the Fund's
Retail class is $10,000. Subsequent investments in the
amount of at least $100 may be made by mail or by wire.
For individual retirement accounts, the minimum initial
investment is $2,000. For investors using the
Automatic Investment Plan, the minimum investment is
$100. Applications will not be accepted unless they
are accompanied by payment in U.S. funds. Payment
should be made by check or money order drawn on a U.S.
bank, savings and loan, or credit union. Minimum
investments are waived for employee benefit plans
qualified under Sections 401, 403(b)(7) or 457 of the
Internal Revenue Code. These minimums can be changed
or waived by the Fund at any time. Shareholders will
be given at least 30 days' notice of any increase in
the minimum dollar amount of subsequent investments.

Offering Price

Retail class shares are sold on a continual basis
at the next Offering Price, which is the sum of the net
asset value per share (next computed following (i)
receipt of an order in proper form by a dealer, the
Distributor or the Transfer Agent, as the case may be,
and (ii) acceptance of such order by the Fund) and the
sales charge as set forth below. Net asset value per
share is calculated once daily as of the close of
trading (currently 4:00 p.m., Eastern Time) on each day
the New York Stock Exchange is open. See
"DETERMINATION OF NET ASSET VALUE." The sales charge
imposed on purchases of Fund shares is as follows:

Total Sales Charge

<TABLE>

As a Percentage of As a Percentage of Portion of Total Offering
Amount of Sale at Offering Price ofNet Asset Value of Price Retained by
Offering Price the Shares Purchased the Shares Purchased Dealers*
<S> <C> <C> <C>
Less than $100,000 3.00% 3.09% 3.00%
$100,000 but less than $250,000 2.00% 2.04% 2.00%
$250,000 but less than $500,000 1.00% 1.01% 1.00%
$500,000 and above No sales charge No sales charge No sales charge

</TABLE>
______________________________

* At the discretion of the Distributor, all sales
charges may at times be paid to the securities
dealer, if any, involved in the trade. A
securities dealer which is paid all or
substantially all of the sales charges may be
deemed an "underwriter" under the Securities Act of
1933, as amended.

<PAGE>

Investors described under "Purchases at Net Asset
Value," below, may purchase shares of the Retail class
without the imposition of a sales charge. In addition,
no sales charge is imposed on the reinvestment of
dividends or capital gains. A confirmation indicating
the details of each purchase transaction will be sent
to you promptly following each transaction. If a
purchase order is placed through a dealer, the dealer
must promptly forward the order, together with payment,
to the Transfer Agent. In addition, investors
described under "Quantity Discounts in the Sales
Charge," below, may purchase shares of the Retail class
with reduced or waived sales charges.

Purchases at Net Asset Value

Retail class shares may be purchased at net asset
value without the imposition of a sales charge, upon
the written assurance that the purchase is made for
investment purposes and that the shares will not be
transferred or resold except through redemption or
repurchase by or on behalf of the Fund, by any of the
following: (i) employee benefit plans qualified under
Section 401(k) of the Internal Revenue Code of 1986, as
amended, subject to minimum requirements with respect
to the number of employees or amount of purchase, which
may be established by the Fund (currently, those
criteria require that the employer establishing the
plan have 1,000 or more eligible employees); (ii)
trustees, officers, and full-time employees of the
Trust, the Fund, GCM and the Distributor, and to
employees and principals of related organizations and
their families and certain parties related thereto,
including clients and related accounts of GCM; (iii)
registered securities brokers and dealers which have
entered into a sales agreement with the Distributor,
and their affiliates, for their investment account
only; (iv) registered personnel and employees of such
securities brokers and dealers referred to in (iii)
above, and their spouses and family members, in
accordance with the internal policies and procedures of
the employing securities dealer; (v) investment
advisers, financial planners and their clients who are
charged a management, consulting or other fee for their
services and clients of such investment advisers or
financial planners who place trades for their own
accounts if the accounts are linked to the master
account of such investment adviser or financial planner
on the books and records of the broker or agent; and
(vi) in connection with acquisition of the assets of or
merger or consolidation with a personal holding company
or a public or private investment company. Please call
1-800-497-3933 for more information on purchases at net
asset value.

Quantity Discount in the Sales Charge

Right of Accumulation

The Fund permits sales charges on Retail class
shares to be reduced through rights of accumulation.
The reduced sales charges will be applicable once the
accumulated value of the account has reached $100,000.
For this purpose, the dollar amount of the qualifying
concurrent or subsequent purchase is added to the net
asset value of any other Retail class shares owned at
the time. The sales charge imposed on the Retail class
shares being purchased will then be at the rate
applicable to the aggregate of Retail class shares
purchased. For example, if the investor held Retail
class shares valued at $99,999 and purchased an
additional $20,000 of shares, the sales charge for the
$20,000 purchase would be at the next lower sales
charge on the schedule. There can be no assurance that
an investor will receive the cumulative discounts to
which the investor may be entitled unless the investor
or the investor's dealer makes a written request for
the discount at the time of placing the purchase order.
The right of accumulation may be amended or terminated
at any time. This particular privilege does not
entitle an investor to any adjustment in the sales
charge paid previously on purchases or shares of the
Fund. If the investor knows that additional purchases
will be made in the future, the investor may wish to
consider executing a Letter of Intent.

Letter of Intent

Reduced sales charges are also available to Retail
class investors who enter into a written Letter of
Intent providing for the purchase of Retail class
shares within a 13 month period. Retail class shares
purchased within a 90 day period prior to the date of
receipt of the Letter of Intent by the Fund which are
still owned by the investor may also be included in
determining the applicable reduction in sales charge,
provided the investor or the investor's dealer notifies
the Fund of the prior purchases. However, the sales
charges on the shares purchased before your Letter of
Intent will not be recalculated.

A Letter of Intent permits a Retail class investor
to establish an aggregate investment goal over a 13
month period. Each investment made during the period
will receive the reduced sales charge applicable to the
amount represented by the goal as a single investment.
A number of shares equaling 5% of the dollar amount of
the goal

<PAGE>

stated in the Letter of Intent will be held in
escrow by the Fund in the name of the investor. The
initial purchase under a Letter of Intent must be equal
to at least 5% of the investment goal.

The Letter of Intent does not obligate the
investor to purchase, or the Fund to sell, the
indicated amount of the investment goal. In the event
the Letter of Intent goal is not achieved within the 13
month period, the investor is required to pay the
difference between the sales charge otherwise
applicable to the purchases made during the period and
sales charges actually paid. The Fund is authorized by
the investor to liquidate a sufficient number of
escrowed shares to obtain such difference. If the goal
is exceeded and purchases pass the next sales charge
level, the sales charge on the entire amount of the
purchase that results in passing that level and on
subsequent purchases will be subject to further reduced
sales charges in the same manner as set forth under
"Right of Accumulation," but there will be no
retroactive reduction of sales charges on previous
purchases. At any time while a Letter of Intent is in
effect, an investor may increase the amount of the goal
by written notice to the Fund. In that event, shares
purchased during the previous 90 day period and still
owned by the investor will be included in determining
the applicable sales charge reduction. The 5% escrow
and minimum purchase requirements will be applicable to
the new stated goal. Investors electing to purchase
Retail class shares pursuant to a Letter of Intent
should carefully read the application for Letter of
Intent which is available from the Fund.

Initial Investment - Minimum $10,000

You may purchase Retail class shares by completing
the enclosed application and mailing it along with a
check or money order payable to "The Rockland Growth
Fund Retail Class," to your securities dealer, the
Distributor or the Transfer Agent, as the case may be.
If mailing to the Transfer Agent, please use the
following address: Firstar Trust Company, Mutual Fund
Services, P. O. Box 701, Milwaukee, Wisconsin 53201-
0701. In addition, overnight mail should be sent to
the following address: The Rockland Growth Fund,
Firstar Trust Company, Mutual Fund Services, Third
Floor, 615 East Michigan Street, Milwaukee, Wisconsin
53202. The Fund does not consider the U.S. Postal
service or other independent delivery services to be
its agents. Therefore, deposit in the mail or with
such services, or receipt at the Transfer Agent's post
office box, of purchase applications does not
constitute receipt by the Transfer Agent or the Fund.
Do not mail letters by overnight courier to the post
office box.

If the securities dealer you have chosen to
purchase Retail class shares through has not entered
into a sales agreement with the Distributor, such
dealer may, nevertheless, offer to place your order for
the purchase of Fund shares. Purchases made through
such dealers will be affected at the Offering Price.
Such dealers may also charge a transaction fee, as
determined by the dealer. That fee will be in addition
to the sales charge payable by you upon purchase, and
may be avoided if shares are purchased through a dealer
who has entered into a sales agreement with the
Distributor or through the Transfer Agent.

If your check does not clear, you will be charged
a $20.00 service fee. You will also be responsible for
any losses suffered by the Retail class as a result.
Neither cash nor third-party checks will be accepted.
All applications to purchase Retail class shares are
subject to acceptance by the Fund and are not binding
until so accepted. The Fund reserves the right to
decline or accept a purchase order application in whole
or in part.

Wire Purchases

You may purchase Retail class shares by wire. The
following instructions should be followed when wiring
funds to the Transfer Agent for the purchase of Retail
class shares:

Wire to: Firstar Bank
ABA Number 075000022

Credit: Firstar Trust Company
Account 112-952-137

Further Credit: The Rockland Growth Fund,
Retail Class
(shareholder account number)
(shareholder name/account registration)

<PAGE>

Please call 1-800-497-3933 prior to wiring any
funds to notify the Transfer Agent that the wire is
coming and to verify the proper wire instructions so
that the wire is properly applied when received. The
Fund is not responsible for the consequences of delays
resulting from the banking or Federal Reserve wire
system.

Telephone Purchases

You may purchase Retail class shares by moving
money from your bank account to your Fund account.
Only bank accounts held at domestic financial
institutions that are Automated Clearing House (ACH)
members can be used for telephone transactions. To
have your Retail class shares purchased at the net
asset value determined as of the close of regular
trading on a given date, the Transfer Agent must
receive both the purchase order and payment by
Electronic Funds Transfer through the ACH System before
the close of regular trading on such date. Most
transfers are completed within 3 business days.
Telephone transactions may not be used for initial
purchases of Retail class shares.

Automatic Investment Plan - Minimum $100

The Automatic Investment Plan ("AIP") allows you
to make regular, systematic investments in the Fund
from your bank checking or NOW account. The Fund will
reduce the minimum initial investment to $100 for
investors using the AIP. To establish the AIP,
complete the appropriate section in the Fund's
application. Under certain circumstances (such as
discontinuation of the AIP before the Retail class
minimum initial investment is reached, or, after
reaching the minimum initial investment, the account
balance is reduced to less than $500), the Fund
reserves the right to close the investor's account.
Prior to closing any account for failure to reach the
minimum initial investment, the Fund will give the
investor written notice and 60 days in which to
reinstate the AIP or otherwise reach the minimum
initial investment. You should consider your financial
ability to continue in the AIP until the minimum
initial investment amount is met because the Fund has
the right to close an investor's account for failure to
reach the minimum initial investment. Such closing may
occur in periods of declining share prices.

Under the AIP, you may choose to make investments
on the day of your choosing (or the next business day
thereafter) from your financial institution in amounts
of $100 or more. There is no service fee for
participating in the AIP. However, a service fee of
$20 will be deducted from your Fund account for any AIP
purchase that does not clear due to insufficient funds
or, if prior to notifying the Fund in writing or by
telephone to terminate the plan, you close your bank
account or in any manner prevent withdrawal of funds
from the designated checking or NOW account. You can
set up the AIP with any financial institution that is a
member of the Automated Clearing House.

Subsequent Investments - Minimum $100

Additions to your account may be made by mail or
by wire. When making an additional purchase by mail,
enclose a check payable to "The Rockland Growth Fund
Retail Class" along with the Additional Investment Form
provided on the lower portion of your account
statement. To make an additional purchase by wire,
please call 1-800-497-3933 for complete wiring
instructions.

DETERMINATION OF NET ASSET VALUE

The net asset value per share for the Retail class
is determined as of the close of trading (currently
4:00 p.m. Eastern Time) on each day the New York Stock
Exchange ("NYSE") is open for business. Purchase
orders received or shares tendered for redemption on a
day the NYSE is open for trading, prior to the close of
trading on that day, will be valued as of the close of
trading on that day. Applications for purchase of
Retail shares and requests for redemption of Retail
shares received after the close of trading on the NYSE
will be valued as of the close of trading on the next
day the NYSE is open. Net asset value is calculated by
taking the fair value of the Retail class' total
assets, including interest or dividends accrued, but
not yet collected, less all liabilities, and

<PAGE>

dividing
by the total number of shares outstanding. The result,
rounded to the nearest cent, is the net asset value per
share. In determining net asset value, expenses are
accrued and applied daily and securities and other
assets for which market quotations are available are
valued at market value. Common stocks, other equity-
type securities, and securities sold short are valued
at the last sales price on the national securities
exchange or NASDAQ on which such securities are
primarily traded; provided, however, securities traded
on an exchange or NASDAQ for which there were no
transactions on a given day, any security sold short
for which there were no transactions on a given day and
securities not listed on an exchange or NASDAQ, are
valued at the most recent mean between the bid and
asked price. Options purchased or written by the Fund
are valued at the average of the current bid and asked
prices. Any securities or other assets for which
market quotations are not readily available are valued
at fair value as determined in good faith by the Board
of Trustees. Debt securities having remaining
maturities of 60 days or less when purchased are valued
by the amortized cost method when the Board of Trustees
determines that the fair market value of such
securities is their amortized cost. Under this method
of valuation, a security is initially valued at its
acquisition cost, and thereafter, amortization of any
discount or premium is assumed each day, regardless of
the impact of fluctuating interest rates on the market
value of the security.

HOW TO REDEEM SHARES

In General

Investors may request redemption of part or all of
their Retail class shares at any time at the next
determined net asset value. See "DETERMINATION OF NET
ASSET VALUE." No redemption request will become
effective until all documents have been received in
proper form by Firstar Trust Company. An investor
should contact Firstar Trust Company for further
information concerning documentation required for a
redemption of Retail class shares. The Fund normally
will mail your redemption proceeds the next business
day and, in any event, no later than seven business
days after receipt of a redemption request in good
order. However, when a purchase has been made by
check, the Fund may hold payment on redemption proceeds
until it is reasonably satisfied that the check has
cleared; this may take up to twelve days.

Redemptions may also be made through brokers or
dealers. Such redemptions will be effected at the net
asset value next determined after receipt by the Retail
class of the broker or dealer's instruction to redeem
shares. In addition, some brokers or dealers may charge
a fee in connection with such redemptions.

Investors who have an Individual Retirement
Account ("IRA") must indicate on their redemption
requests whether or not federal income tax should be
withheld. Redemption requests failing to make an
election will be subject to withholding.

Written Redemption

For most redemption requests, an investor need
only furnish a written, unconditional request to redeem
his or her Retail class shares at net asset value to
the Fund's Transfer Agent: Firstar Trust Company,
Mutual Fund Services, P. O. Box 701, Milwaukee,
Wisconsin 53201-0701. Overnight mail should be sent to
The Rockland Growth Fund, Firstar Trust Company, Mutual
Fund Services, Third Floor, 615 East Michigan Street,
Milwaukee, Wisconsin 53202. Requests for redemption
must be signed exactly as the Retail class shares are
registered, including the signature of each joint
owner. You must also specify the number of shares or
dollar amount to be redeemed. Redemption proceeds made
by written redemption request may also be wired to a
commercial bank that you have authorized on your
account application. The Transfer Agent charges a
$12.00 service fee for wire transactions. Additional
documentation may be requested from corporations,
executors, administrators, trustees, guardians, agents,
or attorneys-in-fact. The Fund does not consider the
U.S. Postal Service or other independent delivery
services to be its agents. Therefore, deposit in the
mail or with such services, or receipt at the Transfer
Agent's post office box, of redemption requests does
not constitute receipt by the Transfer Agent or the
Fund. Do not mail letters by overnight courier to the
post office box. Any written redemption requests
received within 15 days after an address change must be
accompanied by a signature guarantee.

Telephone Redemption

Retail class shares may also be redeemed by
calling the Transfer Agent at 1-800-497-3933. In order
to utilize this procedure, a shareholder must have
previously elected this option in writing, which
election will be reflected in the records of the
Transfer Agent, and the redemption proceeds must be
mailed directly to the shareholder or transmitted to
the shareholder's predesignated account. To change the
designated account, send a

<PAGE>

written request with
signature(s) guaranteed to the Transfer Agent. To
change the address, call the Transfer Agent or send a
written request with signature(s) guaranteed to the
Transfer Agent. Additional documentation may be
requested from corporations, executors, administrators,
trustees, guardians, agents or attorneys-in-fact. No
telephone redemptions will be allowed within 15 days of
such a change. The Fund reserves the right to limit
the number of telephone redemptions by an investor.
Once made, telephone redemption requests may not be
modified or canceled.

The Transfer Agent will employ reasonable
procedures to confirm that instructions communicated by
telephone are genuine. Such procedures may include
requiring some form of personal identification prior to
acting upon telephone instructions, providing written
confirmations of all such transactions, and/or tape
recording all telephone instructions. Assuming
procedures such as the above have been followed,
neither the Fund nor the Transfer Agent will be liable
for any loss, cost, or expense for acting upon an
investor's telephone instructions or for any
unauthorized telephone redemption. The Fund reserves
the right to refuse a telephone redemption request if
so advised.

Signature Guarantees

Signature guarantees are required for: (i)
redemption requests to be mailed or wired to a person
other than the registered owner(s) of the shares; (ii)
redemption requests to be mailed or wired to other than
the address of record and (iii) any redemption request
if a change of address request has been received by the
Fund or Transfer Agent within the last 15 days. A
signature guarantee may be obtained from any eligible
guarantor institution, as defined by the SEC. These
institutions include banks, savings associations,
credit unions, brokerage firms and others.

Your account may be terminated by the Fund on not
less than 30 days' notice if, at the time of any
redemption of shares in your account, the value of the
remaining shares in the account falls below $10,000.
Upon any such termination, a check for the redemption
proceeds will be sent to the account of record within
seven days of the redemption.

DISTRIBUTION PLAN

The Fund has adopted a plan pursuant to Rule 12b-1
under the Investment Company Act (the "Plan"), which
requires the Retail class to pay the Distributor a
distribution fee of up to 0.25% of its average daily
net assets computed on an annual basis. Under the
terms of the Plan, the Distributor is authorized to, in
turn, pay all or a portion of this fee to any
securities dealer, financial institution or any other
person (the "Recipient") who renders assistance in
distributing or promoting the sale of Retail class
shares pursuant to a written agreement (the "Related
Agreement"). To the extent such fee is not paid to
such persons, the Distributor may use the fee for its
own distribution expenses incurred in connection with
the sale of the shares, although it is the
Distributor's current intention to pay out all or most
of the fee. A form of the Related Agreement referred
to above has been approved by a majority of the Board
of Trustees of the Trust, and of the members of the
Board who are not "interested persons" of the Trust as
defined in the Investment Company Act and who have no
direct or indirect financial interest in the operation
of the Plan or any related agreements (the
"Disinterested Trustees") voting separately.
Accordingly, the Distributor may enter into Related
Agreements with securities dealers, financial
institutions or other persons without further Board
approval.

Payment of the distribution fee is to be made
quarterly, within 30 days after the close of the
quarter for which the fee is payable, upon the
Distributor forwarding to the Board of Trustees a
written report of all amounts expended pursuant to the
Plan; provided, however, that the aggregate payments by
the Retail class under the Plan in any month to the
Distributor and all Recipients may not exceed 0.25% of
the Retail class' average net assets for that quarter;
and provided further that no fee may be paid in excess
of the distribution expenses as set forth in the
quarterly written report. Thus, the Plan does not
provide for the payment of distribution fees in
subsequent periods that relate to expenses incurred in
prior periods.

The Plan, and any Related Agreement which is
entered into, will continue in effect for a period of
more than one year only so long as its continuance is
specifically approved at least annually by a vote of a
majority of the Trust's Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on the Plan, or the
Related Agreement, as applicable. In addition, the
Plan, and any Related Agreement, may be terminated at
any time, without penalty, by vote of a majority of the
outstanding voting securities of the Retail class, or
by vote of a majority of the Disinterested Trustees, on
not more than sixty (60) days' written notice.

<PAGE>

SHAREHOLDER REPORTS

You will be provided at least semi-annually with a
report showing the Fund's holdings and annually after
the close of the Trust's fiscal year, which ends
September 30, with an annual report containing audited
financial statements. An individual account statement
will be sent to you by the Transfer Agent after each
purchase or redemption of Retail class shares as well
as on a quarterly basis. You will also receive an
annual statement after the end of the calendar year
listing all of your transactions in Retail class shares
during such year.

INDIVIDUAL RETIREMENT ACCOUNTS

Traditional IRA

In a Traditional IRA, amounts contributed to the
IRA may be tax deductible at the time of contribution
depending on whether the investor is an "active
participant" in an employer-sponsored retirement plan
and the investor's income. Distributions from a
Traditional IRA will be taxed at distribution except to
the extent that the distribution represents a return of
the investor's own contributions for which the investor
did not claim (or was not eligible to claim) a
deduction. Distributions prior to age 59-1/2 may be
subject to an additional 10% tax applicable to certain
premature distributions. Distributions must commence
by April 1 following the calendar year in which the
investor attains age 70-1/2. Failure to begin
distributions by this date (or distributions that do
not equal certain minimum thresholds) may result in
adverse tax consequences.

Roth IRA

Education IRA

<PAGE>

Simplified Employee Pension Plan

SIMPLE IRA

An IRA may also be used in connection with a
SIMPLE Plan established by the investor's employer (or
by a self-employed individual). When this is done, the
IRA is known as a SIMPLE IRA, although it is similar to
a Traditional IRA with the exceptions described below.
Under a SIMPLE Plan, the investor may elect to have his
or her employer make salary reduction contributions of
up to $6,000 per year to the SIMPLE IRA. The $6,000
limit is adjusted periodically for cost of living
increases. In addition, the employer will contribute
certain amounts to the investor's SIMPLE IRA, either as
a matching contribution to those participants who make
salary reduction contributions or as a non-elective
contribution to all eligible participants whether or
not making salary reduction contributions. A number of
special rules apply to SIMPLE Plans, including (1) a
SIMPLE Plan generally is available only to employers
with fewer than 100 employees; (2) contributions must
be made on behalf of all employees of the employer
(other than bargaining unit employees) who satisfy
certain minimum participation requirements; (3)
contributions are made to a special SIMPLE IRA that is
separate and apart from the other IRAs of employees;
(4) the distribution excise tax (if otherwise
applicable) is increased to 25% on withdrawals during
the first two years of participation in a SIMPLE IRA;
and (5) amounts withdrawn during the first two years of
participation may be rolled over tax-free only into
another SIMPLE IRA (and not to a Traditional IRA or to
a Roth IRA). A SIMPLE IRA is established by executing
Form 5304-SIMPLE together with an IRA established for
each eligible employee.

INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT

For federal income tax purposes, all dividends
paid by the Trust, on behalf of the Fund's Retail
class, and net realized short-term capital gains are
taxable to you as ordinary income whether reinvested or
received in cash unless you are exempt from taxation or
entitled to a tax deferral. Dividends and other
distributions on both classes of Fund shares are
calculated at the same time and in the same manner.
Dividends on Institutional class shares are expected to
be higher than those on the Retail class because of the
higher expenses resulting from the distribution and
sales charges borne by the Retail class shares.
Distributions paid by the Trust, on behalf of the
Fund's Retail class, from net realized long-term
capital gains, whether received in cash or reinvested
in additional shares, are taxable as such. The capital
gain holding period is determined by the length of time
the Fund has held the security and not the length of
time you have held shares in the Retail class.
Investors are informed annually as to the amount and
nature of all dividends and capital gains paid during
the prior year. Such gains and dividends may also be

<PAGE>

subject to state or local taxes. If you are not
required to pay taxes on your income, you will not be
required to pay federal income taxes on the amounts
distributed to you.

Dividends are usually paid, and capital gains, if
any, are usually distributed annually in December.
When a dividend or capital gain is distributed, the
Retail class' net asset value will decrease by the
amount of the payment. A dividend paid shortly after
the purchase of Retail shares will reduce the net asset
value of the shares purchased by the amount of the
dividend. All dividends or capital gains distributions
paid on the Retail class shares will automatically be
reinvested in additional shares of the Retail class at
the then prevailing net asset value unless an investor
specifically requests that either dividends or capital
gains or both be paid in cash. The election to receive
dividends or reinvest them may be changed by writing to
the Fund at P.O. Box 701, Milwaukee, Wisconsin 53201-
0701. Such notice must be received at least 10 days
prior to the record date of any dividend or capital
gain distribution.

FUND ORGANIZATION

The Trust was organized as a Delaware business
trust under Delaware law by Certificate of Trust on
July 31, 1996. The Board of Trustees is authorized to
issue an unlimited number of shares of beneficial
interest in separate series, par value $0.001 per
share, and to create classes of shares within each
series. Currently the Fund is the only series of the
Trust. Shares of the Institutional class are offered
to investors subject to a $100,000 minimum initial
investment. Each class of shares represent interests
in the assets of the Fund and have identical voting,
dividend, liquidation and other rights on the same
terms and conditions, except that the distribution fees
related to the Retail class shares are borne solely by
that class. If the Trust issues additional series, the
assets belonging to each series of shares will be held
separately by the Custodian, and in effect each series
will be a separate fund.

The Trust will not hold annual shareholders'
meetings except when required by the Investment Company
Act of 1940. There will normally be no meetings of
shareholders for the purpose of electing Trustees
unless and until such time as less than a majority of
the Trustees holding office have been elected by the
shareholders, at which time the Trustees then in office
will call a shareholders' meeting for the election of
Trustees. The Trust has adopted procedures in its
Bylaws for the removal of Trustees by the shareholders.
As of February 1, 1998, Mr. Cruice owned a controlling
interest in the Fund.

ADMINISTRATOR

<PAGE>

investment policies and
restrictions, from time to time, and generally assists
in the Fund's administrative operations. The
Administrator, at its own expense and without
reimbursement from the Fund, furnishes office space and
all necessary office facilities, equipment, supplies
and clerical and executive personnel for performing the
services required to be performed by it under the Fund
Administration Servicing Agreement. For the foregoing
services, the Administrator receives from the Fund a
fee, computed daily and payable monthly based on the
Fund's average net assets at the annual rate of .06 of
1% on the Fund's average net assets, subject to an
annual minimum of $50,000, plus out-of-pocket expenses.

CUSTODIAN, TRANSFER AGENT, AND FUND ACCOUNTANT

DISTRIBUTOR

AmeriPrime Financial Securities, Inc. (the
"Distributor"), 1793 Kingswood Drive, Suite 200,
Southlake, Texas 76092, serves as the principal
underwriter to distribute the Fund's shares. Pursuant
to an Underwriting Agreement with the Fund, the
Distributor will be paid an annual fee of $18,000.
Pursuant to the Distribution Plan adopted by the Retail
class pursuant to Rule 12b-1 (the "Plan"), certain
distribution and shareholder servicing fees may be paid
to the Distributor. Under the Plan, the Retail class
may be required to pay the Distributor distribution and
shareholder servicing fees for the promotion and
distribution of shares and for personal services
provided to shareholders of up to 0.25% annually of the
Retail class' average daily net assets. The
Distributor is authorized to, in turn, pay all or a
portion of these fees to any registered securities
dealer, financial institution or other person
("Recipient") who renders assistance in distributing or
promoting the sale of Retail class shares, or who
provides certain shareholder services to Fund
shareholders, pursuant to a written agreement (the
"Related Agreement"). To the extent such fee is not
paid to such persons, the Distributor may use the fee
for its own distribution expenses incurred in
connection with the sale of Fund shares, or for any of
its shareholder servicing expenses.

Payment of the distribution and servicing fees is
to be made quarterly, within 30 days after the close of
the quarter for which the fee is payable, after the
Distributor forwards to the Board of Trustees a written
report of all amounts expensed pursuant to the Plan;
provided, however, that the aggregate payments by the
Retail class under the Plan to the Distributor and all
Recipients currently may not exceed 0.25% of the Retail
class' average net assets for the quarter; and provided
further that no fee may be paid in excess of the
distribution expenses as set forth in the quarterly
written report. Thus, the Plan does not provide for
the payment of distribution fees in subsequent periods
that relate to expenses incurred in prior periods.

The Plan, including a form of the Related
Agreement, has been approved by a majority of the Board
of Trustees, and of the Disinterested Trustees voting
separately.

The Plan, and any Related Agreement which is
entered into, will continue in effect for a period of
more than one year only so long as its continuance is
specifically approved at least annually by a vote of a
majority of the Fund's Board of Trustees, and of the
Disinterested Trustees, cast in person at a meeting
called for the purpose of voting on the Plan, or the
Related Agreement, as applicable. In addition, the
Plan and any Related Agreement, may be terminated at
any time, without penalty, by vote of a majority of the
outstanding securities of the Retail class, or by vote
of a majority of Disinterested Trustees, on not more
than sixty (60) days' written notice.

COMPARISON OF INVESTMENT RESULTS

The Retail class may from time to time compare its
investment results to various passive indices or other
mutual funds and cite such comparisons in reports to
shareholders, sales literature, and advertisements.
The results may be calculated on the basis of average
annual total return, total return, or cumulative total
return.

<PAGE>

figures
are not annualized and represent the aggregate
percentage or dollar value change over the period.
Cumulative total return simply reflects the Retail
class' performance over a stated period of time.

Average annual total return, total return and
cumulative total return are based upon the historical
results of the Retail class and are not necessarily
representative of the future performance of the Retail
class. Additional information concerning the Retail
class' performance appears in the Statement of
Additional Information.

<PAGE>

TRUSTEES

Mr. Charles Cruice
Mr. Richard Gould
Mr. Robert Harrison
Dr. Peter Utsinger
Mr. Richard Vague

OFFICERS

Mr. Charles Cruice, President
Mr. Richard Gould, Treasurer
Mr. Jeffrey Rugen, Secretary

INVESTMENT ADVISOR

Greenville Capital Management, Inc.
100 South Rockland Falls Road
Rockland, DE 19732

CUSTODIAN, ADMINISTRATOR, TRANSFER AGENT
AND DIVIDEND-DISBURSING AGENT

Firstar Trust Company
Mutual Fund Services
Third Floor
615 East Michigan Street
Milwaukee, WI 53202

INDEPENDENT ACCOUNTANTS

KPMG Peat Marwick LLP
777 E. Wisconsin Avenue
Milwaukee, WI 53202

LEGAL COUNSEL

Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, WI 53202