As filed with the Securities and Exchange Commission on January 26, 1999
Securities Act Registration No. 333-9355
Investment Company Act Registration No. 811-7743
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 4 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 5 [X]
THE ROCKLAND FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
100 South Rockland Falls Road
Rockland, Delaware 19732
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code:
(302) 429-9799
Charles S. Cruice
100 South Rockland Falls Road
Rockland, Delaware 19732
(Name and Address of Agent for Service)
Copies to:
Carol A. Gehl
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
It is proposed that this filing will become
effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
<PAGE>
PROSPECTUS
January 26, 1999
Greenville Capital Management, Inc.
Presents
The Retail Class of
The Rockland Growth Fund
a Series of
The Rockland Funds Trust
P. O. Box 701
Milwaukee, Wisconsin 53201-0701
Telephone: 1-800-497-3933
Website: www.greenvillecap.com
The investment objective of The Rockland Growth Fund
(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., ("GCM") has been overlooked by Wall
Street analysts.
Please read this Prospectus carefully and keep it for
future reference.
______________________________
Neither the Securities and Exchange Commission (the
"SEC") nor any state securities commission has approved
or disapproved of the securities offered by this
Prospectus, nor has the SEC or any state securities
commission passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal
offense.
<PAGE>
TABLE OF CONTENTS
Page No.
SUMMARY 3
FUND FEES AND EXPENSES 5
INVESTMENT OBJECTIVE 6
INVESTMENT STRATEGY 6
IMPLEMENTATION OF INVESTMENT OBJECTIVE 6
FUND MANAGEMENT 7
CUSTODIAN, TRANSFER AGENT, ADMINISTRATOR, AND FUND
ACCOUNTANT 8
DISTRIBUTOR 8
HOW TO PURCHASE FUND SHARES 8
HOW TO REDEEM SHARES 11
VALUATION OF FUND SHARES 12
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS, AND TAX
TREATMENT 12
YEAR 2000 ISSUE 12
FINANCIAL HIGHLIGHTS OF THE FUND 13
ADDITIONAL INFORMATION 15
______________________________
No person has been authorized to give any
information or to make any representations other than
those contained in this Prospectus and the Fund's
Statement of Additional Information ("SAI"), 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 an offer in such state.
______________________________
<PAGE>
SUMMARY
Investment Objective
The Fund's investment objective is to seek capital
appreciation.
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 $426 million.
See "FUND MANAGEMENT."
Investment Strategies
The Fund intends to invest primarily in high
quality growth companies with an emphasis on those
companies whose growth potential, in GCM's opinion, has
been overlooked by Wall Street analysts. The Fund will
emphasize investments in equity securities of small
capitalization companies. For temporary defensive
purposes the Fund may invest in cash and money market
instruments. The Fund may sell short up to 25% of its
portfolio. The Fund only intends to use short
positions for brief periods to reduce the Fund's
overall risk and to increase the Fund's pool of
potential investment ideas. For more information, see
"INVESTMENT STRATEGY" and "IMPLEMENTATION OF INVESTMENT
OBJECTIVE."
Principal Risks
Risks associated with investing in the Fund
include the risks that:
(1) the market value of a stock may fluctuate
unpredictably due to overall market trends;
and
(2) a strategy used by GCM, including using short
positions, may fail to produce the intended
result.
Market Conditions. Because the stock market and
individual stock prices fluctuate, you may receive more
or less money than you originally invested.
Accordingly, you may lose money on your investment.
Individual stock prices do not necessarily correlate to
overall market moves. The stock market has for a
number of years experienced strong growth, however, the
market is also subject to periods of poor performance.
Short Positions. The Fund intends to use short
positions to reduce the Fund's overall risk. However,
short positions are risky and there is no guarantee
that the stocks which are sold short by the Fund will
decline in value. If GCM is incorrect in determining
which stocks to sell short, the Fund will experience a
loss on the position.
Small-Cap Stocks. Small capitalization companies
may not have the size, resources or other assets of
large capitalization companies. Small capitalization
companies may be subject to greater market risks and
fluctuations in value than large capitalization
companies and may not correspond to changes in value of
the stock market in general.
Suitability. The Fund is not a short-term
investment vehicle. Rather, it is suitable for long-
term investors only who seek to invest a portion of
their overall portfolio in an aggressive equity mutual
fund. You must be willing to accept a high degree of
volatility and have no immediate financial requirements
for this investment. The Fund is designed for those
investors who are willing to accept a higher degree of
risk with the potential for higher returns in the
future.
You should be aware that you could lose money by
investing in the Fund.
<PAGE>
Past Performance
The performance information that follows gives
some indication of how the Fund's performance can vary.
The bar chart indicates the risks of investing in the
Fund by showing the changes in the Fund's performance
from year to year (on a calendar year basis). The
table shows the Fund's average annual return for one
year and since the Fund's inception, compared with a
broad measure of market performance. Please remember
that the Fund's past performance does not reflect how
the Fund may perform in the future.
1997 and 1998 Calendar Year Total Return
[bar chart]
50%
40%
30% 24.83%
20% 19.39%
10%
0%
1997 1998
* The bar chart does not reflect the sales load and if
reflected, the Fund's returns would be lower.
Best and Worst Quarterly Returns
32.77% (4th quarter, 1998)
-17.08% (3rd quarter, 1998)
Average Annual Total Returns
as of 12/31/98
1 Year Since Inception
Fund 21.06% 20.62%
Russell 2000 Index -2.24% 10.25%
S&P 500 Index 26.58% 28.32%
NASDAQ Composite Index 39.63% 29.25%
*The Russell 2000 Index is an unmanaged index
generally representative of the U.S. market for
small cap stocks. The S&P 500 Index is an
unmanaged index generally representative of the
U.S. stock market for large cap stocks. The
NASDAQ Composite Index is an unmanaged index
generally representative of the market for over-
the-counter stocks.
<PAGE>
FUND FEES AND EXPENSES
The table and footnotes which follow describe the
fees and expenses that you may pay if you buy and hold
shares of the Fund.
Retail Class
Shareholder Fees
(fees paid directly from your investment)*
Maximum Sales Charge (Load) Imposed on Purchases
(as a percentage of offering price) 3.00%(1)
Maximum Deferred Sales Charge (Load)
(as a percentage of offering price) NONE
Redemption Fee (as a percentage of
amount redeemed) NONE
Exchange Fee NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees 1.00%
Distribution and Service (12b-1) Fees 0.25%(2)
Other Expenses 1.60%(3)
TOTAL ANNUAL FUND OPERATING EXPENSES 2.85%(3)
_________________________
(1)Certain investors may be exempt from paying some or
all of this load. See "HOW TO PURCHASE FUND
SHARES."
(2)Because these fees are paid out of the Fund's
assets on an on-going basis, over time these fees
will increase the cost of your investment and could
cost long-term investors more than other types of
sales charges.
(3)For the fiscal year ended September 30, 1998, 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. GCM
has voluntarily agreed to continue this
waiver/reimbursement policy for the year ending
September 30, 1999. "Other expenses" are presented
before any waivers or reimbursements. If the
waivers and/or reimbursements are included in the
calculation of "other expenses" (i.e., if actual
"other expenses" are shown), other expenses and
total annual operating expenses would be 0.75% and
2.00%, respectively.
* 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
The following Example is intended to help you
compare the cost of investing in the Fund with the cost
of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund, minus the
3.00% maximum sales charge, for the time periods
indicated and then redeem all of your shares at the end
of those periods. The Example also assumes that you
have a 5% return each year and that the Fund's total
annual operating expenses remain the same each year.
Although your actual costs may be higher or lower,
based on these assumptions your costs would be as
follows:
1 Year 3 Years 5 Years 10 Years
$579 $1,156 $1,758 $3,381
<PAGE>
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek capital
appreciation. Under normal market conditions, the Fund
will attempt to achieve this objective by investing its
assets primarily in common stocks and other equity
securities of domestic companies. The Fund may also
invest in short-term fixed-income securities to provide
the Fund with liquidity and flexibility.
INVESTMENT STRATEGY
In managing the Fund's portfolio, GCM seeks to
make investments in 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 will generally invest in companies
with market capitalizations ranging from $100 million
to $2 billion. GCM's general strategy is to take
advantage of investment and trading opportunities that
investors might not otherwise have the time, expertise
or inclination to exploit themselves.
When making investment decisions, GCM generally
evaluates the fundamental and technical prospects for a
company using information and analyses from numerous
sources. GCM evaluates 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 buys securities GCM believes possess
earnings prospects that have been underestimated by
Wall Street analysts. The Fund typically sells a
security when it shows deteriorating fundamentals or
its earning power falls short of GCM's expectations.
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.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
In General
In implementing its investment objective, the Fund
may invest in the following securities and use the
following investment techniques. Some of these
securities and investment techniques involve special
risks, which are described below, elsewhere in the
Prospectus, and in the Fund's SAI.
Common Stock and Other Equity Securities
The Fund will invest in common stocks and other
equity securities. Other equity securities include
preferred stocks, warrants to purchase common stocks or
preferred stocks and securities convertible into common
or preferred stocks (such as convertible bonds and
debentures). Common stocks and other equity securities
generally increase or decrease in value based on the
earnings of a company and on general industry and
market conditions. The Fund is likely to have greater
fluctuations in share price than a fund that invests a
significant portion of its assets in fixed-income
securities.
Temporary Strategies
When GCM believes that adverse economic or market
conditions justify such action, the Fund may invest up
to 100% of its assets temporarily in short-term fixed-
income securities. Short-term fixed-income securities
include U.S. government securities, certificates of
deposit, bank time deposits, bankers' acceptances,
repurchase agreements and commercial paper and
commercial paper master notes 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. It is impossible to
predict when or for how long GCM may employ these
strategies for the Fund. To the extent the Fund
engages in any of these temporary strategies, the Fund
may not achieve its investment objective.
<PAGE>
Illiquid Securities
The Fund may invest up to 10% of the value of its
net assets in illiquid securities.
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.
Investments in ADRs may 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, many foreign companies are not
subject to uniform accounting, auditing and financial
reporting standards. From time to time, foreign
securities may be difficult to liquidate rapidly
without adverse price effects.
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 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.
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.
Short-Term Trading
The Fund trades actively and frequently. The
Fund's portfolio turnover rates for the fiscal year
ending September 30, 1998 and the fiscal period ending
September 30, 1997 were 353.27% and 204.05%,
respectively. The portfolio turnover rate indicates
changes in the Fund's securities holdings; generally if
all the securities in the Fund at the beginning of the
period are replaced by the end of the period, the
turnover rate would be 100%. You may realize taxable
gains as a result of such frequent trading of the
Fund's assets and the Fund will incur transaction costs
in connection with buying and selling securities. Tax
and transaction costs lower the Fund's effective return
for investors. Long-term capital gains (20% tax rate)
are desirable and GCM strives for these gains, where
possible. Trading focuses on low transaction costs and
efficient trading systems.
FUND MANAGEMENT
The Fund has entered into an Investment Advisory
Agreement with GCM under which GCM manages the Fund's
investments and business affairs, subject to the
supervision of the Fund's Board of Trustees.
GCM was founded in 1989 and serves as investment
advisor to individual and institutional clients. As of
December 31, 1998, GCM managed approximately $426
million in assets. GCM is located at 100 South
Rockland Falls Road, Rockland, Delaware 19732. Under
the Investment Advisory Agreement, the Fund
<PAGE>
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, GCM
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 did not
exceed 2.00% of the Fund's average daily net assets.
GCM has agreed to continue this waiver/reimbursement
policy for the fiscal year ending September 30, 1999.
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.
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 Blackrock Small 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.
CUSTODIAN, TRANSFER AGENT, ADMINISTRATOR, AND FUND
ACCOUNTANT
Firstar Bank Milwaukee, N.A. ("Firstar Bank"),
acts as custodian of the Fund's assets. Firstar Mutual
Fund Services, LLC ("Firstar") acts as transfer agent
(the "Transfer Agent") for the Fund and as the Fund's
Administrator and Fund Accountant.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc. (the
"Distributor"), 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. In addition, certain
distribution and shareholder servicing fees may be paid
to the Distributor.
HOW TO PURCHASE FUND SHARES
Initial Investment - Minimum $2,000
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. The minimum initial
investment in the Fund's Retail Class is $2,000.
Subsequent investments in the amount of at least $100
may be made by mail or by wire. 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.
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.
Please instruct your bank to use the following
instructions when wiring funds:
<PAGE>
Wire to: Firstar Bank Milwaukee, N.A.
ABA Number 075000022
Credit: Firstar Mutual Fund Services, LLC
Account 112-952-137
Further Credit: The Rockland Growth Fund, Retail 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 confirm the wire instructions. 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 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 before the close of regular
trading on such date. Most transfers are completed
within three 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 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
the AIP, you may choose to make investments on any
business day from your financial institution in amounts
of $100 or more.
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. Please refer to
the SAI for additional information regarding the AIP,
or call 1-800-497-3933.
Subsequent Investments - Minimum $100
Additions to your account may be made by mail,
wire or telephone. 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 use the wiring instructions listed above.
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 (generally 4:00 p.m., Eastern Time) on each day
the New York Stock Exchange is open. See "VALUATION OF
FUND SHARES." The sales charge imposed on purchases of
Fund shares is as follows:
Total Sales Charge
As a Percentage of As a Percentage of
Amount Invested Offering Price Your Investment
Less than $100,000 3.00% 3.09%
$100,000 but less than $250,000 2.00% 2.04%
$250,000 but less than $500,000 1.00% 1.01%
$500,000 and above No sales charge No sales charge
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.
Purchases at Net Asset Value
The following individuals and institutions may
purchase Retail class shares without the imposition of
a sales charge:
(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.
Reducing Sales Charges
There are two ways that you can combine multiple
purchases of Retail class shares to take advantage of
the breakpoints in the sales charge schedule: you may
participate in the Fund's Right of Accumulation or
execute a Letter of Intent. Both options are described
in detail in the SAI.
Distribution Plan
The Fund has adopted a plan pursuant to Rule 12b-1
under the Investment Company Act (the "Plan"), which
allows the Retail class to pay a distribution and
shareholder servicing fee for the promotion and
distribution of shares and for personal services
provided to shareholders. The Retail class may be
required to pay the Distributor
<PAGE>
a distribution and
shareholder servicing fee of up to 0.25% of its average
daily net assets computed on an annual basis.
HOW TO REDEEM SHARES
In General
You may request redemption of part or all of your
Retail class shares at any time. No redemption request
will become effective until all documents have been
received in proper form (as described below) by the
Transfer Agent. You should contact the Transfer Agent
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 days after receipt of a redemption request in
good order. However, if you make a purchase 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 from the purchase date.
Redemptions may also be made through brokers or
dealers. Such redemptions will be effected at the net
asset value next determined after the Fund receives the
broker or dealer's instructions to redeem shares. 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, you need only
furnish a written, unconditional request to the Fund's
Transfer Agent. Requests for redemption must be signed
exactly as the 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 request received within 15 days after an
address change must be accompanied by a signature
guarantee.
Telephone Redemption
You may also redeem your shares by calling the
Transfer Agent at 1-800-497-3933. In order to utilize
this procedure, you must have previously elected this
option on your account application and the redemption
proceeds must be mailed directly to you or a
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. No telephone redemptions may be made within 15
days of any address change. The Fund reserves the
right to limit the number of telephone redemptions you
may make. You may not modify or cancel a telephone
redemption request.
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.
Signature Guarantees
Signature guarantees are required for:
<PAGE>
(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 including banks, savings
associations, credit unions, brokerage firms and
others.
Termination of Accounts
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 $2,000.
Upon any such termination, a check for the redemption
proceeds will be sent to the account of record within
seven days of the redemption.
VALUATION OF FUND SHARES
The Fund's share price is determined as of the
close of trading (generally 4:00 p.m. Eastern Time) on
each day the New York Stock Exchange ("NYSE") is open
for business and 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 dividing by the total number of shares
outstanding. The Fund does not determine its net asset
value on days the NYSE is closed. Currently, the NYSE
is closed on New Year's Day, Martin Luther King, Jr.
Day, President's Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. If any of these holidays falls on a
Saturday, the NYSE is not open on the preceding Friday
and if a holiday falls on a Sunday, the NYSE is not
open on the following Monday, unless unusual business
conditions exist, such as the ending of a monthly or
yearly accounting period.
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS, AND TAX
TREATMENT
For federal income tax purposes, all dividends and
distributions of net realized short-term capital gains
you receive from the Fund are taxable to you as
ordinary income whether reinvested in additional shares
or received in cash. Distributions of net realized
long-term capital gains you receive from the Fund,
whether received in cash or reinvested in additional
shares, are taxable as a capital gain. The capital
gain holding period and the applicable tax rate 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. You will be informed
annually as to the amount and nature of all dividends
and capital gains paid during the prior year. Such
capital gains and dividends may also be subject to
state or local taxes. If you are not required to pay
taxes on your income, you are generally not required to
pay federal income taxes on the amounts distributed to
you.
Dividends 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 will automatically be
reinvested in additional shares of the Retail class at
the then prevailing net asset value unless you
specifically request that either dividends or capital
gains or both be paid in cash. The election to receive
dividends in cash or reinvest them in shares 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.
<PAGE>
YEAR 2000 ISSUE
The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of GCM, Firstar and
Firstar Bank. Many computer software systems in use
today cannot properly process date-related information
after December 31, 1999 due to the method by which
dates are encoded and calculated. This failure,
commonly referred to as the "Year 2000 Issue," could
adversely affect the handling of security trades,
pricing, and account servicing for the Fund.
GCM has made compliance with the Year 2000 Issue a
high priority and is taking steps that it believes are
reasonably designed to address the Year 2000 Issue with
respect to its computer systems. GCM has also been
informed that comparable steps are being taken by
Firstar and Firstar Bank. GCM does not currently
anticipate that the Year 2000 Issue will have a
material impact on its ability to continue to fulfill
its duties as investment adviser to the Fund. However,
there can be no assurance that the computer systems of
the companies in which the Fund invests will be timely
converted or that the value of such investments will
not be adversely affected by the Year 2000 Issue.
FINANCIAL HIGHLIGHTS OF THE FUND
The financial highlights table is intended to help
you understand the financial performance of the Fund's
Retail shares for the period from December 2, 1996
(commencement of operations) through September 30, 1997
and for the fiscal year ending September 30, 1998.
Certain information reflects financial results for a
single Fund share. The total returns presented in the
table represent the rate that an investor would have
earned on an investment in the Fund for the stated
periods (assuming reinvestment of all dividends and
distributions). This information has been audited by
KPMG LLP, whose report, along with the Fund's financial
statements, are included in the Fund's annual report,
which is available upon request.
December 2, 1996(1)
Fiscal Year Ended through
September 30, 1998 September 30,1997
Net asset value, beginning of
year or period $14.42 $10.00
Income from investment operations:
Net investment loss (0.20)(2) (0.15)(3)
Net realized and unrealized
gains (losses) on investments (2.73) 4.57
Total from investment operations (2.93) 4.42
Less distributions:
Dividends in excess of net
investment income --- ---
Distributions in excess of net
realized capital gains (0.18) ---
Return of capital (0.14) ---
Total distributions (0.32) ---
Net asset value, end of year
or period $11.17 $14.42
Total return (4) (5) (20.44%) 44.20%
Supplemental data and ratios
Net assets, end of period $1,137,385 $921,991
Ratio of operating expenses
to average net assets(6)(7) 2.00% 2.00%
Ratio of net investment loss
to average net assets(6)(7) (1.72%) (1.36%)
Portfolio turnover rate (8) 353.27% 204.05%
____________________
<PAGE>
(1)Commencement of operations.
(2)Net investment loss per share is calculated using
ending balances prior to consideration of
adjustments for permanent book and tax differences.
(3)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.
(4)Not annualized for the period December 2, 1996
through September 30, 1997.
(5)The total return does not reflect the 3% front-end
sales charge.
(6)Annualized for the period December 2, 1996 through
September 30, 1997.
(7)Without expense reimbursements of $107,092 and
$120,419 for the year ended September 30, 1998 and
the period December 2, 1996 through September 30,
1997, respectively, the ratio of operating expenses
to average net assets would have been 2.85% and
4.23%, respectively, and the ratio of net
investment loss to average net assets would have
been (2.57%) and (3.60%).
(8)Portfolio turnover is calculated on the basis of
the Fund as a whole without distinguishing between
the classes of shares issued.
<PAGE>
ADDITIONAL INFORMATION
TRUSTEES
Mr. Charles S. Cruice
Mr. Richard H. Gould
Mr. Robert D. Harrison
Dr. Peter Utsinger
Mr. Richard W. Vague
OFFICERS
Mr. Charles S. Cruice, President
Mr. Richard H. Gould, Treasurer
Mr. Jeffrey Rugen, Secretary
INVESTMENT ADVISOR
Greenville Capital Management, Inc.
100 South Rockland Falls Road
Rockland, DE 19732
CUSTODIAN
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, WI 53202
TRANSFER AGENT, ADMINISTRATOR AND FUND ACCOUNTANT
Firstar Mutual Fund Services, LLC
For overnight deliveries, use: For regular mail deliveries, use:
Third Floor P.O. Box 701
615 East Michigan Street Milwaukee, WI 53201-0701
Milwaukee, WI 53202
1-800-497-3933
INDEPENDENT ACCOUNTANTS
KPMG LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
DISTRIBUTOR
AmeriPrime Financial Securities Inc.
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
<PAGE>
The SAI contains additional information about the
Fund. Additional information about the Fund's
investments is contained in the Fund's annual and semi-
annual reports to shareholders. The Fund's annual
report provides a discussion of the market conditions
and investment strategies that significantly affected
the Fund's performance during its last fiscal year.
The Fund's SAI, which is incorporated by reference into
this Prospectus, annual reports and semi-annual reports
are available without charge upon request to the
address, toll-free telephone number, or Website noted
on the cover page of this Prospectus. These documents
may also be obtained from certain financial
intermediaries who purchase or sell Fund shares.
General inquiries regarding the Fund can be directed to
the Fund at the address and toll-free telephone number
on the cover page of this Prospectus.
Information about the Fund (including the SAI) can
be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. Please call the SEC at 1-800-
SEC-0330 for information relating to the operation of
the Public Reference Room. Reports and other
information about the Fund are also available on the
SEC's Internet Website located at http://www.sec.gov.
Alternatively, copies of this information may be
obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington,
D.C. 20549-6009.
The Fund's 1940 Act File Number is 811-7743.
<PAGE>
PROSPECTUS
January 26, 1999
Greenville Capital Management, Inc.
Presents
The Institutional Class of
The Rockland Growth Fund
a Series of
The Rockland Funds Trust
P. O. Box 701
Milwaukee, Wisconsin 53201-0701
Telephone: 1-800-497-3933
Website: www.greenvillecap.com
The investment objective of The Rockland Growth Fund
(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., ("GCM") has been overlooked by Wall
Street analysts.
Please read this Prospectus carefully and keep it for
future reference.
______________________________
Neither the Securities and Exchange Commission (the
"SEC") nor any state securities commission has approved
or disapproved of the securities offered by this
Prospectus, nor has the SEC or any state securities
commission passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal
offense.
<PAGE>
TABLE OF CONTENTS
Page No.
SUMMARY 3
FUND FEES AND EXPENSES 5
INVESTMENT OBJECTIVE 5
INVESTMENT STRATEGY 6
IMPLEMENTATION OF INVESTMENT OBJECTIVE 6
FUND MANAGEMENT 7
CUSTODIAN, TRANSFER AGENT, ADMINISTRATOR AND FUND
ACCOUNTANT 8
DISTRIBUTOR 8
HOW TO PURCHASE FUND SHARES 8
HOW TO REDEEM SHARES 9
VALUATION OF FUND SHARES 10
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT 10
YEAR 2000 ISSUE 11
FINANCIAL HIGHLIGHTS OF THE FUND 11
ADDITIONAL INFORMATION 13
No person has been authorized to give any
information or to make any representations other than
those contained in this Prospectus and the Fund's
Statement of Additional Information ("SAI"), 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.
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 $426 million.
See "FUND MANAGEMENT."
Investment Strategies
The Fund intends to invest primarily in high
quality growth companies with an emphasis on those
companies whose growth potential, in GCM's opinion, has
been overlooked by Wall Street analysts. The Fund will
emphasize investments in equity securities of small
capitalization companies. For temporary defensive
purposes the Fund may invest in cash and money market
instruments. The Fund may sell short up to 25% of its
portfolio. The Fund only intends to use short
positions for brief periods to reduce the Fund's
overall risk and to increase the Fund's pool of
potential investment ideas. For more information, see
"INVESTMENT STRATEGY" and "IMPLEMENTATION OF INVESTMENT
OBJECTIVE."
Principal Risks
Risks associated with investing in the Fund
include the risks that:
(1) the market value of a stock may fluctuate
unpredictably due to overall market trends;
and
(2) a strategy used by GCM, including using short
positions, may fail to produce the intended
result.
Market Conditions. Because the stock market and
individual stock prices fluctuate, you may receive more
or less money than you originally invested.
Accordingly, you may lose money on your investment.
Individual stock prices do not necessarily correlate to
overall market moves. The stock market has for a
number of years experienced strong growth, however, the
market is also subject to periods of poor performance.
Short Positions. The Fund intends to use short
positions to reduce the Fund's overall risk. However,
short positions are risky and there is no guarantee
that the stocks which are sold short by the Fund will
decline in value. If GCM is incorrect in determining
which stocks to sell short, the Fund will experience a
loss on the position.
Small-Cap Stocks. Small capitalization companies
may not have the size, resources or other assets of
large capitalization companies. Small capitalization
companies may be subject to greater market risks and
fluctuations in value than large capitalization
companies and may not correspond to changes in value of
the stock market in general.
Suitability. The Fund is not a short-term
investment vehicle. Rather, it is suitable for long-
term investors only who seek to invest a portion of
their overall portfolio in an aggressive equity mutual
fund. You must be willing to accept a high degree of
volatility and have no immediate financial requirements
for this investment. The Fund is designed for those
investors who are willing to accept a higher degree of
risk with the potential for higher returns in the
future.
You should be aware that you could lose money by
investing in the Fund.
<PAGE>
Past Performance
The performance information that follows gives
some indication of how the Fund's performance can vary.
The bar chart indicates the risks of investing in the
Fund by showing the changes in the Fund's performance
from year to year (on a calendar year basis). The
table shows the Fund's average annual return for one
year and since the Fund's inception, compared with a
broad measure of market performance. Please remember
that the Fund's past performance does not reflect how
the Fund may perform in the future.
1997 and 1998 Calendar Year Total Return
[bar chart]
50%
40%
30% 25.13%
20% 19.59%
10%
0%
1997 1998
Best and Worst Quarterly Returns
32.83% (4th quarter, 1998)
-17.02% (3rd quarter, 1998)
Average Annual Total Returns
as of 12/31/98
1 Year Since Inception
Fund 25.13% 22.73%
Russell 2000 Index -2.24% 10.25%
S&P 500 Index 26.58% 28.32%
NASDAQ Composite Index 39.63% 29.25%
*The Russell 2000 Index is an unmanaged index
generally representative of the U.S. market for
small cap stocks. The S&P 500 Index is an
unmanaged index generally representative of the
U.S. stock market for large cap stocks. The
NASDAQ Composite Index is an unmanaged index
generally representative of the market for over-
the-counter stocks.
<PAGE>
FUND FEES AND EXPENSES
The table and footnotes which follow describe the
fees and expenses that you may pay if you buy and hold
shares of the Fund.
Institutional Class
Shareholder Fees
(fees paid directly from your investment)*
Maximum Sales Charge (Load) Imposed on Purchases NONE
(as a percentage of offering price)
Maximum Deferred Sales Charge (Load) NONE
(as a percentage of offering price)
Redemption Fee (as a percentage of amount
redeemed) NONE
Exchange Fee NONE
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee 1.00%
Distribution and Service (12b-1) Fees NONE
Other Expenses 1.60%(1)
TOTAL ANNUAL FUND OPERATING EXPENSES 2.60%
_________________________
(1)For the fiscal year ended September 30, 1998, 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. GCM has voluntarily agreed to continue this
waiver/reimbursement policy for the year ending
September 30, 1999. "Other expenses" are presented
before any waivers or reimbursements. If the
waivers and/or reimbursements are included in the
calculation of "other expenses" (i.e., if actual
"other expenses" are shown), other expenses and
total annual operating expenses would be 0.75% and
1.75%, respectively.
*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
The following Example is intended to help you
compare the cost of investing in the Fund with the cost
of investing in other mutual funds. The Example
assumes that you invest $10,000 in the Fund for the
time periods indicated and then redeem all of your
shares at the end of those periods. The Example also
assumes that you have a 5% return each year and that
the Fund's total annual operating expenses remain the
same each year. Although your actual costs may be
higher or lower, based on these assumptions your costs
would be as follows:
1 Year 3 Years 5 Years 10 Years
$263 $808 $1,380 $2,934
INVESTMENT OBJECTIVE
The Fund's investment objective is to seek capital
appreciation. Under normal market conditions, the Fund
will attempt to achieve this objective by investing its
assets primarily in common stocks and other equity
securities of domestic companies. The Fund may also
invest in short-term fixed-income securities to provide
the Fund with liquidity and flexibility.
<PAGE>
INVESTMENT STRATEGY
In managing the Fund's portfolio, GCM seeks to
make investments in 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 will generally invest in companies
with market capitalizations ranging from $100 million
to $2 billion. GCM's general strategy is to take
advantage of investment and trading opportunities that
investors might not otherwise have the time, expertise
or inclination to exploit themselves.
When making investment decisions, GCM generally
evaluates the fundamental and technical prospects for a
company using information and analyses from numerous
sources. GCM evaluates 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 buys securities GCM believes possess
earnings prospects that have been underestimated by
Wall Street analysis. The Fund typically sells a
security when it shows deteriorating fundamentals or
its earning power falls short of GCM's expectations.
The Fund is only intended to be an investment
vehicle for that part of your 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.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
In General
In implementing its investment objective, the Fund
may invest in the following securities and use the
following investment techniques. Some of these
securities and investment techniques involve special
risks, which are described below, elsewhere in the
Prospectus, and in the Fund's SAI.
Common Stock and Other Equity Securities
The Fund will invest in common stocks and other
equity securities. Other equity securities include
preferred stocks, warrants to purchase common stocks or
preferred stocks and securities convertible into common
or preferred stocks (such as convertible bonds and
debentures). Common stocks and other equity securities
generally increase or decrease in value based on the
earnings of a company and on general industry and
market conditions. The Fund is likely to have greater
fluctuations in share price than a fund that invests a
significant portion of its assets in fixed-income
securities.
Temporary Strategies
When GCM believes that adverse economic or market
conditions justify such action, the Fund may invest up
to 100% of its assets temporarily in short-term fixed-
income securities. Short-term fixed-income securities
include U.S. government securities, certificates of
deposit, bank time deposits, bankers' acceptances,
repurchase agreements and commercial paper and
commercial paper master notes 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. It is impossible to
predict when or for how long GCM may employ these
strategies for the Fund. To the extent the Fund
engages in any of these temporary strategies, the Fund
may not achieve its investment objective.
Illiquid Securities
The Fund may invest up to 10% of the value of its
net assets in illiquid securities.
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.
<PAGE>
Investments in ADRs may 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, many foreign companies are not
subject to uniform accounting, auditing and financial
reporting standards. From time to time, foreign
securities may be difficult to liquidate rapidly
without adverse price effects.
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 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.
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.
Short-Term Trading
The Fund trades actively and frequently. The
Fund's portfolio turnover rates for the fiscal year
ending September 30, 1998 and the fiscal period ending
September 30, 1997 were 353.27% and 204.05%,
respectively. The portfolio turnover rate indicates
changes in the Fund's securities holdings; generally if
all the securities in the Fund at the beginning of the
period are replaced by the end of the period, the
turnover rate would be 100%. You may realize taxable
gains as a result of such frequent trading of the
Fund's assets and the Fund will incur transaction costs
in connection with buying and selling securities. Tax
and transaction costs lower the Fund's effective return
for investors. Long-term capital gains (20% tax rate)
are desirable and GCM strives for these gains, where
possible. Trading focuses on low transaction costs and
efficient trading systems.
FUND MANAGEMENT
The Fund has entered into an Investment Advisory
Agreement with GCM under which GCM manages the Fund's
investments and business affairs, subject to the
supervision of the Fund's Board of Trustees.
GCM was founded in 1989 and serves as investment
advisor to individual and institutional clients. As of
December 31, 1998, GCM managed approximately $426
million in assets. GCM is located at 100 South
Rockland Falls Road, Rockland, Delaware 19732. Under
the Investment Advisory Agreement 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, GCM
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
did not exceed 1.75% of the Fund's average daily net
assets. GCM has agreed to continue this
waiver/reimbursement policy for the fiscal year ending
September 30, 1999. 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.
<PAGE>
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 Blackrock Small 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.
CUSTODIAN, TRANSFER AGENT, ADMINISTRATOR AND FUND
ACCOUNTANT
Firstar Bank Milwaukee, N.A. ("Firstar Bank"),
acts as custodian of the Fund's assets. Firstar Mutual
Fund Services, LLC ("Firstar") acts as transfer agent
(the "Transfer Agent") for the Fund and as the Fund's
Administrator and Fund Accountant.
DISTRIBUTOR
AmeriPrime Financial Securities, Inc. (the
"Distributor"), 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.
HOW TO PURCHASE FUND SHARES
Initial Investment - Minimum $10,000
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. The minimum initial investment in the Fund's
Institutional class is $10,000. Subsequent investments
in the amount of at least $250 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.
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. Please instruct your bank to use the following
instructions when wiring funds:
Wire to: Firstar Bank Milwaukee, N.A.
ABA Number 075000022
Credit: Firstar Mutual Fund Services, LLC
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 confirm the wire instructions. 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 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 before the close of regular
trading on such date. Most transfers are completed
within three business days. Telephone transactions may
not be used for initial purchases of Institutional
class shares.
Automatic Investment Plan - Minimum $250
The Automatic Investment Plan ("AIP") allows you
to make regular, systematic investments in the Fund
from your bank checking account. To establish the AIP,
complete the Fund's AIP application. Under the AIP,
you may choose to make investments on any business day
from your financial institution in amounts of $250 or
more.
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. Please refer to
the SAI for additional information regarding the AIP,
or call 1-800-497-3933.
Subsequent Investments - Minimum $250
Additions to your account may be made by mail,
wire or telephone. 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 use the wiring
instructions listed above.
HOW TO REDEEM SHARES
In General
You may request redemption of part or all of your
Institutional class shares at any time. No redemption
request will become effective until all documents have
been received in proper form (as described below) by
the Transfer Agent. You should contact the Transfer
Agent 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 days after receipt of a redemption
request in good order. However, if you make a purchase
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 from
the purchase date.
Redemptions may also be made through brokers or
dealers. Such redemptions will be effected at the net
asset value next determined after the Fund receives the
broker or dealer's instruction to redeem shares. 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 indicate an
election will be subject to withholding.
Written Redemption
For most redemption requests, you need only
furnish a written, unconditional request to the Fund's
Transfer Agent. Requests for redemption must be signed
exactly as the 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
<PAGE>
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
You may also redeem your shares by calling the
Transfer Agent at 1-800-497-3933. In order to utilize
this procedure, you must have previously elected this
option on your account application, and the redemption
proceeds must be mailed directly to you or a
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. No telephone redemptions may be made within 15
days of any address change. The Fund reserves the
right to limit the number of telephone redemptions you
may make. You may not modify or cancel a telephone
redemption request.
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.
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 including banks, savings
associations, credit unions, brokerage firms and
others.
Termination of Accounts
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.
VALUATION OF FUND SHARES
The Fund's share price is determined as of the
close of trading (generally 4:00 p.m. Eastern Time) on
each day the New York Stock Exchange ("NYSE") is open
for business and 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 Fund does not determine its
net asset value on days the NYSE is closed. Currently,
the NYSE is closed on New Year's Day, Martin Luther
King, Jr. Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. If any of these holidays falls on a
Saturday, the NYSE is not open on the preceding Friday
and if a holiday falls on a Sunday, the NYSE is not
open on the following Monday, unless unusual business
conditions exist, such as the ending of a monthly or
yearly accounting period.
<PAGE>
DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT
For federal income tax purposes, all dividends and
distributions of net realized short-term capital gains
you receive from the Fund are taxable to you as
ordinary income whether reinvested in additional shares
or received in cash. Distributions of net realized
long-term capital gains you receive from the Fund,
whether received in cash or reinvested in additional
shares, are taxable as a capital gain. The capital
gain holding period and the applicable tax rate 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 Institutional class. You will be
informed annually as to the amount and nature of all
dividends and capital gains paid during the prior year.
Such capital gains and dividends may also be subject to
state or local taxes. If you are not required to pay
taxes on your income, you are generally not required to
pay federal income taxes on the amounts distributed to
you.
Dividends 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 will
automatically be reinvested in additional shares of the
Institutional class at the then prevailing net asset
value unless you specifically request that either
dividends or capital gains or both be paid in cash.
The election to receive dividends in cash or reinvest
them in shares 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.
YEAR 2000 ISSUE
The Fund's operations depend on the seamless
functioning of computer systems in the financial
service industry, including those of GCM, Firstar and
Firstar Bank. Many computer software systems in use
today cannot properly process date-related information
after December 31, 1999 due to the method by which
dates are encoded and calculated. This failure,
commonly referred to as the "Year 2000 Issue," could
adversely affect the handling of security trades,
pricing, and account servicing for the Fund.
GCM has made compliance with the Year 2000 Issue a
high priority and is taking steps that it believes are
reasonably designed to address the Year 2000 Issue with
respect to its computer systems. GCM has also been
informed that comparable steps are being taken by
Firstar and Firstar Bank. GCM does not currently
anticipate that the Year 2000 Issue will have a
material impact on its ability to continue to fulfill
its duties as investment adviser to the Fund. However,
there can be no assurance that the computer systems of
the companies in which the Fund invests will be timely
converted or that the value of such investments will
not be adversely affected by the Year 2000 Issue.
FINANCIAL HIGHLIGHTS OF THE FUND
The financial highlights table is intended to help
you understand the Fund's financial performance for the
Fund's Institutional shares for the period from
December 2, 1996 (commencement of operations) through
September 30, 1997 and for the fiscal year ending
September 30, 1998. Certain information reflects
financial results for a single Fund share. The total
returns presented in the table represent the rate that
an investor would have earned on an investment in the
Fund for the stated periods (assuming reinvestment of
all dividends and distributions). This information has
been audited by KPMG LLP, whose report, along with the
Fund's financial statements, are included in the Fund's
annual report, which is available upon request.
<PAGE>
December 2, 1996(1)
Fiscal Year Ended through
September 30, 1998 September 30,1997
Per Share Data:
Net asset value, beginning of period $ 14.43 $ 10.00
Income from investment operations:
Net investment loss (0.17)(2) (0.11)(3)
Net realized and unrealized
gains (losses) on investments (2.73) 4.56
Total from investment operations (2.90) 4.45
Less distributions:
Dividends in excess of net
investment income --- (0.02)
Distributions in excess of net
realized gains (0.18) ---
Return of capital (0.14) ---
Total distributions (0.32) (0.02)
Net asset value, end of period $ 11.21 $ 14.43
Total return (4) (20.21%) 44.53%
Supplemental data and ratios:
Net assets, end of period $10,681,337 $10,858,957
Ratio of operating expenses
to average net assets (5)(6) 1.75% 1.75%
Ratio of net investment loss
to average net assets (5)(6) (1.47%) (1.11)%
Portfolio turnover rate (7) 353.27% 204.05%
____________________
(1) Commencement of operations.
(2)Net investment loss per share is calculated
using ending balances prior to consideration of
adjustments for permanent book and tax
differences.
(3)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.
(4)Not annualized for the period December 2, 1996
through September 30, 1997.
(5)Annualized for the period December 2, 1996
through September 30, 1997.
(6)Without expense reimbursements of $107,092 and
$120,419 for the year ended September 30, 1998
and the period December 2, 1996 through
September 30, 1997, respectively, the ratio of
operating expenses to average net assets would
have been 2.60% and 3.98%, respectively, and
the ratio of net investment loss to average net
assets would have been (2.32%) and (3.35%),
respectively.
(7)Portfolio turnover is calculated on the basis
of the Fund as a whole without distinguishing
between the classes of shares issued.
<PAGE>
ADDITIONAL INFORMATION
TRUSTEES
Mr. Charles S. Cruice
Mr. Richard H. Gould
Mr. Robert D. Harrison
Dr. Peter Utsinger
Mr. Richard W. Vague
OFFICERS
Mr. Charles S. Cruice, President
Mr. Richard H. Gould, Treasurer
Mr. Jeffrey Rugen, Secretary
INVESTMENT ADVISOR
Greenville Capital Management, Inc.
100 South Rockland Falls Road
Rockland, DE 19732
CUSTODIAN
Firstar Bank Milwaukee, N.A.
777 East Wisconsin Avenue
Milwaukee, WI 53202
TRANSFER AGENT, ADMINISTRATOR AND FUND ACCOUNTANT
Firstar Mutual Fund Services, LLC
For overnight deliveries, use: For regular mail deliveries, use:
Third Floor P.O. Box 701
615 East Michigan Street Milwaukee, WI 53201-0701
Milwaukee, WI 53202
1-800-497-3933
INDEPENDENT ACCOUNTANTS
KPMG LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202
DISTRIBUTOR
AmeriPrime Financial Securities Inc.
1793 Kingswood Drive, Suite 200
Southlake, Texas 76092
<PAGE>
LEGAL COUNSEL
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
The SAI contains additional information about the
Fund. Additional information about the Fund's
investments is contained in the Fund's annual and semi-
annual reports to shareholders. The Fund's annual
report provides a discussion of the market conditions
and investment strategies that significantly affected
the Fund's performance during its last fiscal year.
The Fund's SAI, which is incorporated by reference into
this Prospectus, annual reports and semi-annual reports
are available without charge upon request to the
address, toll-free telephone number, or Website noted
on the cover page of this Prospectus. These documents
may also be obtained from certain financial
intermediaries who purchase or sell Fund shares.
General inquiries regarding the Fund can be directed to
the Fund at the address and toll-free telephone number
on the cover page of this Prospectus.
Information about the Fund (including the SAI) can
be reviewed and copied at the SEC's Public Reference
Room in Washington, D.C. Please call the SEC at 1-800-
SEC-0330 for information relating to the operation of
the Public Reference Room. Reports and other
information about the Fund are also available on the
SEC's Internet Website located at http://www.sec.gov.
Alternatively, copies of this information may be
obtained, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC, Washington,
D.C. 20549-6009.
The Fund's 1940 Act File Number is 811-7743.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
The Rockland Growth Fund
a series of
The Rockland Funds Trust
sponsored by
Greenville Capital Management, Inc.
P. O. Box 701
Milwaukee, Wisconsin 53201-0701
Telephone: 1-800-497-3933
Website: www. greenvillecap.com
This Statement of Additional Information is not a
prospectus and should be read in conjunction with a
Retail or Institutional class Prospectus of The
Rockland Growth Fund (the "Fund"), dated January 26,
1999. The Fund is a series of The Rockland Funds Trust
(the "Trust").
The Fund's audited financial statements for the
year ended September 30, 1998 are incorporated herein
by reference to the Fund's 1998 Annual Report.
A copy of the Prospectus is available without
charge upon request to the above-noted address, toll-
free telephone number or website.
This Statement of Additional Information is dated
January 26, 1999.
THE ROCKLAND GROWTH FUND
TABLE OF CONTENTS
Page No.
FUND ORGANIZATION 3
INVESTMENT RESTRICTIONS 4
IMPLEMENTATION OF INVESTMENT OBJECTIVE 5
TRUSTEES AND OFFICERS OF THE TRUST 16
PRINCIPAL SHAREHOLDERS 18
INVESTMENT ADVISOR 18
PORTFOLIO TRANSACTIONS AND BROKERAGE 19
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT 20
ADMINISTRATOR AND FUND ACCOUNTANT 20
UNDERWRITER 21
DISTRIBUTION PLAN 21
PURCHASE AND PRICING OF SHARES 23
TAXATION OF THE FUND 26
PERFORMANCE INFORMATION 26
INDEPENDENT ACCOUNTANTS 28
FINANCIAL STATEMENTS 28
No person has been authorized to give any
information or to make any representations other than
those contained in this Statement of Additional
Information and related Prospectuses, and if given or
made, such information or representations may not be
relied upon as having been authorized by the Fund.
This Statement of Additional Information does not
constitute an offer to sell securities in any state or
jurisdiction in which such offering may not lawfully be
made.
<PAGE>
FUND ORGANIZATION
The Trust is an open-end, diversified, management
investment company commonly referred to as a mutual
fund. The Fund is a series of common stock of the
Trust, a Delaware business trust organized on July 31,
1996. The Trust is authorized to issue an unlimited
number of shares of beneficial interest in separate
series and to create classes of shares within each
series. Currently, the Fund is the only series of the
Trust, which consists of an Institutional class and a
Retail class. Each class of shares represents
interests in the assets of the Fund and has identical
voting, dividend, liquidation and other rights on the
same terms and conditions, except that the distribution
fees relating to the Retail class shares are borne
separately by that class. If the Trust issues
additional series, the assets belonging to each series
of shares will be held separately by the Trust's
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'
meeting except when required by the Investment Company
Act of 1940, as amended (the "1940 Act"). There will
normally be no meeting 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's Bylaws also contain procedures for the
removal of Trustees by shareholders. At any meeting of
shareholders, duly called and at which a quorum is
present, the shareholders may, by the affirmative vote
of the holders of a majority of the votes entitled to
be cast thereon, remove any Trustees from office and
may elect a successor or successors to fill any
resulting vacancies for the unexpired terms of removed
Trustees.
Upon the written request of the holders of shares
entitled to not less than ten percent (10%) of all the
votes entitled to be cast at such meeting, the
Secretary of the Trust shall promptly call a special
meeting of shareholders for the purpose of voting upon
the question of removal of any Trustee. Whenever ten
or more shareholders of record who have been such for
at least six months preceding the date of application,
and who hold in the aggregate either shares having a
net asset value of at least $25,000 or at least one
percent (1%) of the total outstanding shares, whichever
is less, shall apply to the Trust's Secretary in
writing, stating that they wish to communicate with
other shareholders with a view to obtaining signatures
to a request for a meeting as described above and
accompanied by a form of communication and request
which they wish to transmit, the Secretary shall within
five business days after such application either: (1)
afford to such applicants access to a list of the names
and addresses of all shareholders as recorded on the
books of the Trust; or (2) inform such applicants as to
the approximate number of shareholders of record and
the approximate cost of mailing to them the proposed
communication and form of request.
If the Secretary elects to follow the course
specified in clause (2) of the last sentence of the
preceding paragraph, the Secretary, upon the written
request of such applicants, accompanied by a tender of
the material to be mailed and of the reasonable
expenses of mailing, shall, with reasonable promptness,
mail such material to all shareholders of record at
their addresses as recorded on the books unless within
five business days after such tender the Secretary
shall mail to such applicants and file with the SEC,
together with a copy of the material to be mailed, a
written statement signed by at least a majority of the
Board of Trustees to the effect that in their opinion
either such material contains untrue statements of fact
or omits to state facts necessary to make the
statements contained therein not misleading, or would
be in violation of applicable law, and specifying the
basis of such opinion.
After opportunity for hearing upon the objections
specified in the written statement so filed, the SEC
may, and if demanded by the Board of Trustees or by
such applicants shall, enter an order either sustaining
one or more of such objections or refusing to sustain
any of them. If the SEC shall enter an order refusing
to sustain any of such objections, or if, after the
entry of an order sustaining one or more of such
objections, the SEC shall find, after notice and
opportunity for hearing, that all objections so
sustained have been met, and shall enter an order so
declaring, the Secretary shall mail copies of such
material to all shareholders with reasonable promptness
after the entry of such order and the renewal of such
tender.
<PAGE>
INVESTMENT RESTRICTIONS
The investment objective of The Rockland Growth
Fund (the "Fund") is to seek capital appreciation. The
following is a complete list of the Fund's fundamental
investment limitations which cannot be changed without
the approval of a majority of the Fund's outstanding
voting securities. As used herein, a "majority of the
Fund's outstanding voting securities" means the lesser
of (i) 67% of the shares of common stock of the Fund
represented at a meeting at which more than 50% of the
outstanding shares are present; or (ii) more than 50%
of the outstanding shares of common stock of the Fund.
The Fund may not:
1. With respect to 75% of its total assets,
purchase securities of any issuer (except
securities of the U.S. government or any agency or
instrumentality thereof) if, as a result, (i) more
than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii)
the Fund would hold more than 10% of the
outstanding voting securities of that issuer.
2. Borrow money, except that the Fund may
(i) borrow money from banks for temporary or
emergency purposes (but not for leverage or the
purchase of investments) and (ii) make other
investments or engage in other transactions
permissible under the 1940 Act which may involve a
borrowing, provided that the combination of (i)
and (ii) shall not exceed 33 1/3% of the value of
the Fund's total assets (including the amount
borrowed), less the Fund's liabilities (other than
borrowings).
3. Act as an underwriter of another issuer's
securities, except to the extent that the Fund may
be deemed to be an underwriter within the meaning
of the Securities Act of 1933 in connection with
the purchase and sale of portfolio securities.
4. Make loans to other persons, except
through (i) the purchase of investments
permissible under the Fund's investment policies,
(ii) repurchase agreements, or (iii) the lending
of portfolio securities, provided that no such
loan of portfolio securities may be made by the
Fund if, as a result, the aggregate of such loans
would exceed 33 1/3% of the value of the Fund's
total assets.
5. Purchase or sell physical commodities
unless acquired as a result of ownership of
securities or other instruments (but this shall
not prevent the Fund from purchasing or selling
options, futures contracts, or other derivative
instruments, or from investing in securities or
other instruments backed by physical commodities).
6. Purchase or sell real estate unless
acquired as a result of ownership of securities or
other instruments (but this shall not prohibit the
Fund from purchasing or selling securities or
other instruments backed by real estate or of
issuers engaged in real estate activities).
7. Issue senior securities, except as
permitted under the 1940 Act.
8. Purchase the securities of any issuer if,
as a result, more than 25% of the Fund's total
assets would be invested in the securities of
issuers whose principal business activities are in
the same industry.
Except for the fundamental investment limitations
listed above and the Fund's investment objective, the
Fund's other investment policies are not fundamental
and may be changed with approval of the Trust's Board
of Trustees. With the exception of the investment
restriction set out in item 2 above, if a percentage
restriction is adhered to at the time of investment, a
later increase in percentage resulting from a change in
market value of the investment or the total assets will
not constitute a violation of that restriction.
The following investment limitations may be
changed by the Trust's Board of Trustees without
shareholder approval.
<PAGE>
The Fund may not:
1. Sell more than 25% of the Fund's assets
short, unless the Fund owns or has the right to
obtain securities equivalent in kind and amount to
the securities sold short, and provided that
transactions in options, futures contracts,
options on futures contracts, or other derivative
instruments are not deemed to constitute selling
securities short.
2. Purchase securities on margin, except
that the Fund may obtain such short-term credits
as are necessary for the clearance of
transactions; and provided that margin deposits in
connection with futures contracts, options on
futures contracts, or other derivative instruments
shall not constitute purchasing securities on
margin.
3. Pledge, mortgage or hypothecate any
assets owned by the Fund except as may be
necessary in connection with permissible
borrowings or investments and then such pledging,
mortgaging, or hypothecating may not exceed 33
1/3% of the Fund's total assets at the time of the
borrowing or investment.
4. Invest in illiquid securities if, as a
result of such investment, more than 10% of the
Fund's net assets would be invested in illiquid
securities.
5. Purchase securities of open-end or closed-
end investment companies except in compliance with
the 1940 Act and applicable state law.
6. Enter into futures contracts or related
options if more than 50% of the Fund's net assets
would be represented by futures contracts or more
than 5% of the Fund's net assets would be
committed to initial margin deposits and premiums
on futures contracts and related options.
7. Invest in direct interests in oil, gas or
other mineral exploration programs or leases;
however, the Fund may invest in the securities of
issuers that engage in these activities.
8. Purchase securities when borrowings
exceed 5% of its total assets.
IMPLEMENTATION OF INVESTMENT OBJECTIVE
The following information supplements the
discussion of the Fund's investment objective and
strategy described in the Prospectuses under the
captions "INVESTMENT OBJECTIVE" and "IMPLEMENTATION OF
INVESTMENT OBJECTIVE."
Illiquid Securities
The Fund may invest up to 10% of its net assets in
illiquid securities (i.e., securities that are not
readily marketable). For purposes of this restriction,
illiquid securities include restricted securities
(securities the disposition of which is restricted
under the federal securities laws). The Board of
Trustees or its delegate has the ultimate authority to
determine, to the extent permissible under the federal
securities laws, which securities are liquid or
illiquid for purposes of this 10% limitation. Certain
securities exempt from registration or issued in
transactions exempt from registration under the
Securities Act of 1933, as amended (the "Securities
Act"), including securities that may be resold pursuant
to Rule 144A under the Securities Act, may be
considered liquid. The Board of Trustees of the Trust
has delegated to Greenville Capital Management, Inc.
("GCM") the day-to-day determination of the liquidity
of any Rule 144A security, although it has retained
oversight and ultimate responsibility for such
determinations. Although no definitive liquidity
criteria are used, the Board of Trustees has directed
GCM to look to such factors as (i) the nature of the
market for a security (including the institutional
private resale market), (ii) the terms of certain
securities or other instruments allowing for the
disposition to a third party or the issuer thereof
(e.g., certain repurchase obligations and demand
instruments), (iii) the availability of market
quotations (e.g., for securities quoted in the PORTAL
system), and (iv) other permissible relevant factors.
<PAGE>
Restricted securities may be sold only in
privately negotiated transactions or in a public
offering with respect to which a registration statement
is in effect under the Securities Act. Where
registration is required, the Fund may be obligated to
pay all or part of the registration expenses and a
considerable period may elapse between the time of the
decision to sell and the time the Fund may be permitted
to sell a security under an effective registration
statement. If, during such a period, adverse market
conditions were to develop, the Fund might obtain a
less favorable price than prevailed when it decided to
sell. Restricted securities will be priced at fair
value as determined in good faith by the Board of
Trustees of the Trust. If through the appreciation of
restricted securities or the depreciation of
unrestricted securities, the Fund should be in a
position where more than 10% of the value of its net
assets are invested in illiquid securities, including
restricted securities which are not readily marketable,
the Fund will take such steps as is deemed advisable,
if any, to protect liquidity.
Temporary Strategies
When GCM believes that adverse economic or market
conditions justify such action, the Fund may invest up
to 100% of its assets in short-term fixed income
securities, including without limitation, the
following:
1. U.S. government securities, including
bills, notes and bonds differing as to maturity
and rates of interest, which are either issued or
guaranteed by the U.S. Treasury or by U.S.
government agencies or instrumentalities. U.S.
government agency securities include securities
issued by (a) the Federal Housing Administration,
Farmers Home Administration, Export-Import Bank of
the United States, Small Business Administration,
and the Government National Mortgage Association,
whose securities are supported by the full faith
and credit of the United States; (b) the Federal
Home Loan Banks, Federal Intermediate Credit
Banks, and the Tennessee Valley Authority, whose
securities are supported by the right of the
agency to borrow from the U.S. Treasury; (c) the
Federal National Mortgage Association, whose
securities are supported by the discretionary
authority of the U.S. government to purchase
certain obligations of the agency or
instrumentality; and (d) the Student Loan
Marketing Association, the Inter-American
Development Bank, and the International Bank for
Reconstruction and Development, whose securities
are supported only by the credit of such agencies.
While the U.S. government provides financial
support to such U.S. government-sponsored agencies
or instrumentalities, no assurance can be given
that it always will do so since it is not so
obligated by law. The U.S. government, its
agencies, and instrumentalities do not guarantee
the market value of their securities, and
consequently, the value of such securities may
fluctuate.
2. Certificates of Deposit issued against
funds deposited in a bank or savings and loan
association. Such certificates are for a definite
period of time, earn a specified rate of return,
and are normally negotiable. If such certificates
of deposit are non-negotiable, they will be
considered illiquid securities and be subject to
the Fund's 10% restriction on investments in
illiquid securities. Pursuant to the certificate
of deposit, the issuer agrees to pay the amount
deposited plus interest to the bearer of the
certificate on the date specified thereon. Under
current FDIC regulations, the maximum insurance
payable as to any one certificate of deposit is
$100,000; therefore, certificates of deposit
purchased by the Fund will not generally be fully
insured.
3. Bankers' acceptances which are short-term
credit instruments used to finance commercial
transactions. Generally, an acceptance is a time
draft drawn on a bank by an exporter or an
importer to obtain a stated amount of funds to pay
for specific merchandise. The draft is then
"accepted" by a bank that, in effect,
unconditionally guarantees to pay the face value
of the instrument on its maturity date. The
acceptance may then be held by the accepting bank
as an asset or it may be sold in the secondary
market at the going rate of interest for a
specific maturity.
4. Repurchase agreements which involve
purchases of debt securities. In such a
transaction, at the time the Fund purchases the
security, it simultaneously agrees to resell and
redeliver the security to the seller, who also
simultaneously agrees to buy back the security at
a fixed price and time. This assures a
predetermined yield for the Fund during its
holding period since the resale price is always
greater than the purchase price and reflects an
agreed-upon market rate. Such transactions afford
an opportunity for the Fund to invest temporarily
available cash. The Fund may enter into
repurchase agreements only with respect to
obligations of the U.S. government, its agencies
or instrumentalities; certificates of deposit; or
bankers acceptances in which the Fund may invest.
Repurchase agreements may be considered loans to
the seller, collateralized by the underlying
securities. The risk to the Fund is limited to
the ability of the seller to pay the
<PAGE>
agreed-upon
sum on the repurchase date; in the event of
default, the repurchase agreement provides that
the Fund is entitled to sell the underlying
collateral. If the value of the collateral
declines after the agreement is entered into,
however, and if the seller defaults under a
repurchase agreement when the value of the
underlying collateral is less than the repurchase
price, the Fund could incur a loss of both
principal and interest. GCM monitors the value of
the collateral at the time the transaction is
entered into and at all times during the term of
the repurchase agreement. GCM does so in an
effort to determine that the value of the
collateral always equals or exceeds the agreed-
upon repurchase price to be paid to the Fund. If
the seller were to be subject to a federal
bankruptcy proceeding, the ability of the Fund to
liquidate the collateral could be delayed or
impaired because of certain provisions of the
bankruptcy laws.
5. Bank time deposits, which are monies kept
on deposit with banks or savings and loan
associations for a stated period of time at a
fixed rate of interest. There may be penalties
for the early withdrawal of such time deposits, in
which case the yields of these investments will be
reduced.
6. Commercial paper, which are short-term
unsecured promissory notes, including variable
rate master demand notes issued by corporations to
finance their current operations. Master demand
notes are direct lending arrangements between the
Fund and the corporation. There is no secondary
market for the notes. However, they are
redeemable by the Fund at any time. GCM will
consider the financial condition of the
corporation (e.g., earning power, cash flow, and
other liquidity ratios) and will continuously
monitor the corporation's ability to meet all of
its financial obligations, because the Fund's
liquidity might be impaired if the corporation
were unable to pay principal and interest on
demand. Investments in commercial paper will be
limited to commercial paper rated in the two
highest categories by a major rating agency or
unrated commercial paper which is, in the opinion
of GCM, of comparable quality.
Hedging Strategies
General Description of Hedging Strategies
The Fund may engage in hedging activities in the
future without obtaining shareholder approval. GCM may
cause the Fund to utilize a variety of financial
instruments, including options, futures contracts
(sometimes referred to as "futures") and options on
futures contracts to attempt to hedge the Fund's
portfolio.
Hedging instruments on securities generally are
used to hedge against price movements in one or more
particular securities positions that the Fund owns or
intends to acquire. Hedging instruments on stock
indices, in contrast, generally are used to hedge
against price movements in broad equity market sectors
in which the Fund has invested or expects to invest.
The use of hedging instruments is subject to applicable
regulations of the Securities and Exchange Commission
(the "SEC"), the several options and futures exchanges
upon which they are traded, the Commodity Futures
Trading Commission (the "CFTC") and various state
regulatory authorities. In addition, the Fund's
ability to use hedging instruments will be limited by
tax considerations.
General Limitations on Futures and Options
Transactions
The Fund has filed a notice of eligibility for
exclusion from the definition of the term "commodity
pool operator" with the CFTC and the National Futures
Association, which regulate trading in the futures
markets. Pursuant to Section 4.5 of the regulations
under the Commodities Exchange Act (the "CEA"), the
notice of eligibility for the Fund includes the
following representation that the Fund will use futures
contracts and related options solely for bona fide
hedging purposes within the meaning of CFTC
regulations, provided that the Fund may hold other
positions in futures contracts and related options that
do not fall within the definition of bona fide hedging
transactions if aggregate initial margins and premiums
paid do not exceed 5% of the net asset value of the
Fund. In addition, the Fund will not enter into
futures contracts and futures options transactions if
more than 50% of its net assets would be committed to
such instruments. The Fund will not purchase or write
over-the-counter options.
The foregoing limitations are not fundamental
policies of the Fund and may be changed without
shareholder approval as regulatory agencies permit.
Various exchanges and regulatory authorities have
undertaken reviews of options and futures trading in
light of market volatility. Among the possible
transactions that have been presented are
<PAGE>
proposals to
adopt new or more stringent daily price fluctuation
limits for futures and options transactions and
proposals to increase the margin requirements for
various types of futures transactions.
Asset Coverage for Futures and Options Positions
The Fund will comply with regulatory requirements
of the SEC and the CFTC with respect to coverage of
options and futures positions by registered investment
companies and, if the guidelines so require, will set
aside cash and/or liquid assets permitted by the SEC
and CFTC in a segregated custodial account in the
amount prescribed. Securities held in a segregated
account cannot be sold while the futures or options
position is outstanding, unless replaced with other
permissible assets and will be marked-to-market daily.
Purchasing Put and Call Options
Put Options. The Fund may purchase put options.
As the holder of a put option, the Fund would have the
right to sell the underlying security at the exercise
price at any time during the option period. The Fund
may enter into closing sale transactions with respect
to such options, exercise them or permit them to
expire. The Fund may purchase put options for
defensive purposes in order to protect against an
anticipated decline in the value of its securities or
to profit from a decline in the value of securities it
does not own. This protection is provided only during
the exercise period. For example, the Fund may
purchase a put option to protect unrealized
appreciation of a security where GCM deems it desirable
to continue to hold the security because of tax
considerations. The premium paid for the put option
and any transaction costs would reduce any capital gain
otherwise available for distribution when the security
is eventually sold.
The Fund may also purchase put options at a time
when the Fund does not own the underlying security. By
purchasing put options on a security it does not own,
the Fund seeks to benefit from a decline in the market
price of the underlying security. If the put option is
not sold when it has remaining value, and if the market
price of the underlying security remains equal to or
greater than the exercise price during the life of the
put option, the Fund will lose its entire investment in
the put option. In order for the purchase of a put
option to be profitable, the market price of the
underlying security must decline sufficiently below the
exercise price to cover the premium and transaction
costs, unless the put option is sold in a closing sale
transaction.
The premium paid by the Fund when purchasing a put
option will be recorded as an asset of the Fund and
will be adjusted daily to the option's current market
value, which will be the latest sale price at the time
at which the net asset value per share of the Fund is
computed (close of the New York Stock Exchange), or, in
the absence of such sale, the latest bid price. This
asset will be terminated upon exercise, the selling
(writing) of an identical option in a closing action,
or the delivery of the underlying security upon the
exercise of the option.
Call Options. The Fund may purchase call options.
As the holder of a call option, the Fund would have the
right to purchase the underlying security at the
exercise price at any time during the exercise period.
The Fund may enter into closing sale transactions with
respect to such options, exercise them or permit them
to expire. The Fund may purchase call options for the
purpose of hedging against a possible increase in the
price of securities at a time when the Fund has a
significant cash position. The Fund may also purchase
call options in order to acquire the underlying
securities.
The Fund may purchase call options on underlying
securities owned by it. A call option may be purchased
when tax considerations make it inadvisable to realize
gains through a closing purchase transaction. Call
options may also be purchased at times to avoid
realizing losses that would result in a reduction of
the Fund's current return. For example, where the Fund
has written a call option on an underlying security
having a current market value below the price at which
such security was purchased by the Fund, an increase in
the market price would result in the exercise of the
call option written by the Fund and the realization of
a loss on the underlying security with the same
exercise price and expiration date as the option
previously written.
The Fund may also purchase call options for the
purpose of acquiring the underlying securities for its
portfolio. Utilized in this fashion, the purchase of
call options enables the Fund to acquire the securities
at the exercise price of the call option plus the
premium paid. At times the net cost of acquiring
securities in this manner may be less than the cost of
acquiring securities directly; the net cost may also
exceed the cost of acquiring securities directly. This
<PAGE>
technique may also be useful to the Fund in purchasing
a large block of securities that would be more
difficult to acquire by direct market purchases. So
long as the Fund holds such a call option rather than
the underlying security itself the Fund is partially
protected from any unexpected decline in the market
price of the underlying security and in such event
could allow the call option to expire, incurring a loss
only to the extent of the premium paid for the option.
Stock Index Options
The Fund may (i) purchase stock index options for
any purpose, (ii) sell stock index options in order to
close out existing positions, and/or (iii) write
covered options on stock indexes for hedging purposes.
Stock index options are put options and call options on
various stock indexes. In most respects, they are
identical to listed options on common stocks. The
primary difference between stock options and index
options occurs when index options are exercised. In
the case of stock options, the underlying security,
common stock, is delivered. However, upon the exercise
of an index option, settlement does not occur by
delivery of the securities comprising the index. The
option holder who exercises the index option receives
an amount of cash if the closing level of the stock
index upon which the option is based is greater than,
in the case of a call, or less than, in the case of a
put, the exercise price of the option. This amount of
cash is equal to the difference between the closing
price of the stock index and the exercise price of the
option expressed in dollars times a specified multiple.
A stock index fluctuates with changes in the
market values of the stocks included in the index. For
example, some stock index options are based on a broad
market index, such as the Standard & Poor's 500 or the
Value Line Composite Index or a narrower market index,
such as the Standard & Poor's 100. Indexes may also be
based on an industry or market segment, such as the
AMEX Oil and Gas Index or the Computer and Business
Equipment Index. Options on stock indexes are
currently traded on the following exchanges: the
Chicago Board Options Exchange, the New York Stock
Exchange, the American Stock Exchange, the Pacific
Stock Exchange, and the Philadelphia Stock Exchange.
The Fund will sell (write) stock index options for
hedging purposes or in order to close out positions in
stock index options which the Fund has purchased. The
Fund may only write covered options. The Fund may
cover a call option on a stock index it writes by, for
example, having a portfolio of securities which
approximately correlates with the stock index.
Put options may be purchased in order to hedge
against an anticipated decline in stock market prices
that might adversely affect the value of the Fund's
portfolio securities or in an attempt to capitalize on
an anticipated decline in stock market prices. If the
Fund purchases a put option on a stock index, the
amount of the payment it receives upon exercising the
option depends on the extent of any decline in the
level of the stock index below the exercise price.
Such payments would tend to offset a decline in the
value of the Fund's portfolio securities. If, however,
the level of the stock index increases and remains
above the exercise price while the put option is
outstanding, the Fund will not be able to profitably
exercise the option and will lose the amount of the
premium and any transaction costs. Such loss may be
offset by an increase in the value of the Fund's
portfolio securities.
Call options on stock indexes may be purchased in
order to participate in an anticipated increase in
stock market prices or to hedge against higher prices
for securities that the Fund intends to buy in the
future. If the Fund purchases a call option on a stock
index, the amount of the payment it receives upon
exercising the option depends on the extent of any
increase in the level of the stock index above the
exercise price. Such payments would in effect allow
the Fund to benefit from stock market appreciation even
though it may not have had sufficient cash to purchase
the underlying stocks. Such payments may also offset
increases in the price of stocks that the Fund intends
to purchase. If, however, the level of the stock index
declines and remains below the exercise price while the
call option is outstanding, the Fund will not be able
to exercise the option profitably and will lose the
amount of the premium and transaction costs. Such loss
may be offset by a reduction in the price the Fund pays
to buy additional securities for its portfolio.
The Fund's use of stock index options is subject
to certain risks. Successful use by the Fund of
options on stock indexes will be subject to the ability
of the Fund's investment advisor to correctly predict
movements in the directions of the stock market. This
requires different skills and techniques than
predicting changes in the prices of individual
securities. In addition, the Fund's ability to
effectively hedge all or a portion of the securities in
its portfolio, in anticipation of or during a market
decline through transactions in put options on stock
indexes, depends on the degree to which price movements
in the underlying index correlate with the price
movements in the Fund's portfolio
<PAGE>
securities. Inasmuch
as the Fund's portfolio securities will not duplicate
the components of an index, the correlation will not be
perfect. Consequently, the Fund will bear the risk
that the prices of its portfolio securities being
hedged will not move in the same amount as the prices
of the Fund's put options on the stock indexes. It is
also possible that there may be a negative correlation
between the index and the Fund's portfolio securities
which would result in a loss on both such portfolio
securities and the options on stock indexes acquired by
the Fund.
The hours of trading for options may not conform
to the hours during which the underlying securities are
traded. To the extent that the options markets close
before the markets for the underlying securities,
significant price and rate movements can take place in
the underlying markets that cannot be reflected in the
options markets. The purchase of options is a highly
specialized activity which involves investment
techniques and risks different from those associated
with ordinary portfolio securities transactions. The
purchase of stock index options involves the risk that
the premium and transaction costs paid by the Fund in
purchasing an option will be lost as a result of
unanticipated movements in prices of the securities
comprising the stock index on which the option is
based.
Writing Covered Call and Put Options
Covered Call Options. The Fund may write (sell)
covered call options and purchase options to close out
options previously written by the Fund. The purpose of
writing covered call options is to reduce the effect of
price fluctuations of the securities owned by the Fund
(and involved in the options) on the Fund's net asset
value per share. Although premiums may be generated
through the use of covered call options, GCM does not
consider the premiums which may be generated as the
primary reason for writing covered call options.
A call option gives the holder (buyer) the right
to purchase a security at a specified price (the
exercise price) at any time until a certain date (the
expiration date). So long as the obligation of the
writer of a call option continues, such writer may be
assigned an exercise notice by the broker-dealer
through whom such option was sold, requiring the writer
to deliver the underlying security against payment of
the exercise price. This obligation terminates upon
the expiration of the call option, or such earlier time
at which the writer effects a closing purchase
transaction by repurchasing the option the writer
previously sold. To secure the writer's obligation to
deliver the underlying security in the case of a call
option, the writer is required to deposit in escrow the
underlying security or other assets in accordance with
the rules of the clearing corporations and of the
exchanges.
Covered call options may also be used to hedge an
unrealized gain. For example, if the Fund wrote an
option at $50 on the same 100 shares of ABC bought at
$40 per share and now selling for $50 per share, it
might receive a premium of approximately $600. If the
market price of the underlying security declined to
$45, the option would not be exercised and the Fund
could offset the unrealized loss of $500 by the $600
premium. On the other hand, if the market price of the
underlying security increased to $55, the option would
be exercised and the Fund will have foregone the
unrealized $1,500 gain for a $1,000 gain plus the $600
premium. The Fund can also close out its position in
the call option by repurchasing the option contract
separately and independent of any transaction in the
underlying security and, therefore, realize capital
gain or loss. If the Fund could not enter into such a
closing purchase transaction, it may be required to
hold a security that it may otherwise have sold to
protect against depreciation.
A closing transaction will be effected in order to
realize a profit or minimize a loss on an outstanding
call option, to prevent an underlying security from
being called or put, or to permit the sale of the
underlying security. Furthermore, effecting a closing
transaction will permit the Fund to write another call
option on the underlying security with either a
different exercise price or expiration date or both.
If the Fund desires to sell a particular security from
its portfolio on which it has written a call option, or
purchased a put option, it will seek to effect a
closing transaction prior to, or concurrently with, the
sale of the security. There is, of course, no
assurance that the Fund will be able to effect such
closing actions at a favorable price. If the Fund
cannot enter into such a transaction, it may be
required to hold a security that it might otherwise
have sold, in which case it would continue to be at
market risk on the security. This could result in
higher transaction costs, including brokerage
commissions. The Fund will pay brokerage commissions
in connection with the writing or purchase of options
to close out previously written options. Such
brokerage commissions are normally higher than the
transaction costs applicable to purchases and sales of
portfolio securities.
Covered Put Options. The Fund may also write
(sell) covered put options and purchase options to
close out options previously written by the Fund. The
Fund may write covered put options in circumstances
where it would like to acquire the underlying security
at a price lower than the then prevailing market price
of the security. Although
<PAGE>
premiums may be generated
through the use of covered put options, GCM does not
consider the premiums which may be generated as the
primary reason for writing covered put options.
A put option gives the purchaser of the option the
right to sell, and the writer (seller) has the
obligation to buy, the underlying security at the
exercise price at any time until the expiration date.
So long as the obligation of the writer continues, the
writer may be assigned an exercise notice by the broker-
dealer through whom such option was sold requiring the
writer to make payment of the exercise price against
delivery of the underlying security. The operations of
put options in other respects, including related risks
and rewards, are substantially identical to that of
call options.
Certain Considerations Regarding Options
There is no assurance that a liquid secondary
market on an options exchange will exist for any
particular option, or at any particular time, and for
some options no secondary market on an exchange or
elsewhere may exist. If the Fund is unable to close
out a call option on securities that it has written
before the option is exercised, the Fund may be
required to purchase the optioned securities in order
to satisfy its obligation under the option to deliver
such securities. If the Fund is unable to effect a
closing sale transaction with respect to options on
securities that it has purchased, it would have to
exercise the option in order to realize any profit and
would incur transaction costs upon the purchase and
sale of the underlying securities.
The writing and purchasing of options is a highly
specialized activity which involves investment
techniques and risks different from those associated
with ordinary portfolio securities transactions.
Imperfect correlation between the options and
securities markets may detract from the effectiveness
of attempted hedging.
Federal Tax Treatment of Options
Certain option transactions have special tax
results for the Fund. If the call option is exercised,
the Fund will realize a gain or loss from the sale of
the security covering the call option, and in
determining such gain or loss the option premium will
be included in the proceeds of the sale.
If the Fund writes options other than "qualified
covered call options," as defined in Section 1092 of
the Internal Revenue Code of 1986, as amended (the
"Code"), or purchases puts, any losses on such options
transactions, to the extent they do not exceed the
unrealized gains on the securities covering the
options, may be subject to deferral until the
securities covering the options have been sold.
A "nonequity option" includes an option with
respect to any group of stocks or a stock index if
there is in effect a designation by the CFTC or the IRS
of a contract market for a contract based on such group
of stocks or indexes. For example, options involving
stock indexes such as the Standard & Poor's 500 and 100
indexes are "nonequity options" within the meaning of
Code Section 1256. In the case of transactions
involving "nonequity options," as defined in Code
Section 1256, the Fund will treat any gain or loss
arising from the lapse, closing out or exercise of such
positions as 60% long-term and 40% short-term capital
gain or loss as required by Section 1256 of the Code.
In addition, such positions must be marked-to-market as
of the last business day of the year, and gain or loss
must be recognized for federal income tax purposes in
accordance with the 60%/40% rule discussed above even
though the position has not been terminated.
Futures Contracts
The Fund may enter into futures contracts
(hereinafter referred to as "Futures" or "Futures
Contracts"), including interest rate and index Futures
as a hedge against movements in the equity markets and
changes in prevailing levels of interest rates, in
order to establish more definitively the effective
return on securities held or intended to be acquired by
the Fund or for other purposes permissible under the
CEA. The Fund's hedging may include sales of Futures
as an offset against the effect of expected declines in
stock prices or increases in interest rates and
purchases of Futures as an offset against the effect of
expected increases in stock prices and declines in
interest rates.
The Fund will not enter into Futures Contracts
which are prohibited under the CEA and will, to the
extent required by regulatory authorities, enter only
into Futures Contracts that are traded on national
futures exchanges and are standardized as to maturity
date and underlying financial instrument. Futures
exchanges and trading are regulated
<PAGE>
under the CEA by
the CFTC. Although techniques other than sales and
purchases of Futures Contracts could be used to reduce
the Fund's exposure to interest rate or portfolio
market price fluctuations, the Fund may be able to
hedge its exposure more effectively and perhaps at a
lower cost through using Futures Contracts, since
Futures Contracts involve lower transaction costs
(i.e., brokerage costs only) than options on securities
and stock index options, which require the payment of
brokerage costs and premiums.
An index Futures Contract is an agreement pursuant
to which the parties agree to take or make delivery of
an amount of cash equal to the difference between the
value of the index at the close of the last trading day
of the contract and the price at which the index
Futures Contract was originally written. An interest
rate Futures Contract provides for the future sale by
one party and purchase by another party of a specified
amount of a specific financial instrument for a
specified price at a designated date, time, and place.
Transactions costs are incurred when a Futures Contract
is bought or sold and margin deposits must be
maintained. A Futures Contract may be satisfied by
delivery or purchase, as the case may be, of the
instrument or by payment of the change in the cash
value of the index. More commonly, Futures Contracts
are closed out prior to delivery by entering into an
offsetting transaction in a matching Futures Contract.
Although the value of an index might be a function of
the value of certain specified securities, no physical
delivery of those securities is made. If the
offsetting purchase price is less than the original
sale price, the Fund realizes a gain; if it is more,
the Fund realizes a loss. Conversely, if the
offsetting sale price is more than the original
purchase price, the Fund realizes a gain; if it is
less, the Fund realizes a loss. The transaction costs
must also be included in these calculations. There can
be no assurance, however, that the Fund will be able to
enter into an offsetting transaction with respect to a
particular Futures Contract at a particular time. If
the Fund is not able to enter into an offsetting
transaction, the Fund will continue to be required to
maintain the margin deposits on the Futures Contract.
As an example of an offsetting transaction in
which the underlying financial instrument is not
delivered pursuant to an interest rate Futures
Contract, the contractual obligations arising from the
sale of one Futures Contract of September Treasury
Bills on an exchange may be fulfilled at any time
before delivery is required (i.e., on a specified date
in September, the "delivery month") by the purchase of
one Futures Contract of September Treasury Bills on the
same exchange. In such instance, the difference
between the price at which the Futures Contract was
sold and the price paid for the offsetting purchase,
after allowance for transaction costs, represents the
profit or loss to the Fund.
Persons who trade in Futures Contracts may be
broadly classified as "hedgers" and "speculators."
Hedgers, such as the Fund, whose business activity
involves investment or other commitments in securities
or other obligations, use the Futures markets to offset
unfavorable changes in value that may occur because of
fluctuations in the value of the securities or
obligations held or expected to be acquired by them.
Debtors and other obligors may also hedge the interest
cost of their obligations. The speculator, like the
hedger, generally expects neither to deliver nor to
receive the financial instrument underlying the Futures
Contract; but, unlike the hedger, hopes to profit from
fluctuations in prevailing prices.
A public market exists in Futures Contracts
covering a number of indexes, including, but not
limited to, the Standard & Poor's 500 Index, the
Standard & Poor's 100 Index, the NASDAQ 100 Index, the
Value Line Composite Index and the New York Stock
Exchange Composite Index. A public market exists in
interest rate Futures Contracts primarily covering the
following financial instruments: U.S. Treasury bonds;
U.S. Treasury notes; Government National Mortgage
Association ("GNMA") modified pass-through mortgage-
backed securities; three-month U.S. Treasury bills;
90-day commercial paper; bank certificates of deposit;
and Eurodollar certificates of deposit. The standard
contract size is generally $100,000 for Futures
Contracts in U.S. Treasury bonds, U.S. Treasury notes,
and GNMA pass-through securities and $1,000,000 for the
other designated Contracts.
The Fund's Futures transactions will be entered
into for hedging purposes permissible under the CEA.
For hedging purposes, Futures Contracts may be sold to
protect against a decline in the price of securities
that the Fund owns, or Futures Contracts may be
purchased to protect the Fund against an increase in
the price of securities it intends to purchase. As
evidence of this hedging intent, the Fund expects that
approximately 75% of such Futures Contract purchases
will be "completed"; that is, upon the sale of these
long Futures Contracts, equivalent amounts of related
securities will have been or are then being purchased
by the Fund in the cash market. Alternatively, the
Fund's purchases of long Futures Contracts will not
exceed 5% of the Fund's net asset value.
Margin is the amount of funds that must be
deposited by the Fund with its custodian in a
segregated account in the name of the futures
commission merchant in order to initiate Futures
trading and to maintain the Fund's open
<PAGE>
positions in
Futures Contracts. A margin deposit is intended to
ensure the Fund's performance of the Futures Contract.
The margin required for a particular Futures Contract
is set by the exchange on which the Futures Contract is
traded and may be significantly modified from time to
time by the exchange during the term of the Futures
Contract. Futures Contracts are customarily purchased
and sold on margins that may range upward from less
than 5% of the value of the Futures Contract being
traded.
If the price of an open Futures Contract changes
(by increase in the case of a sale or by decrease in
the case of a purchase) so that the loss on the Futures
Contract reaches a point at which the margin on deposit
does not satisfy margin requirements, the broker will
require an increase in the margin. However, if the
value of a position increases because of favorable
price changes in the Futures Contract so that the
margin deposit exceeds the required margin, the broker
will pay the excess to the Fund. In computing daily
net asset value, the Fund will mark to market the
current value of its open Futures Contracts. The Fund
expects to earn interest income on its margin deposits.
The prices of Futures Contracts are volatile and
are influenced, among other things, by actual and
anticipated changes in interest rates, which in turn
are affected by fiscal and monetary policies and
national and international political and economic
events.
At best, the correlation between changes in prices
of Futures Contracts and of the securities being hedged
can be only approximate. The degree of imperfection of
correlation depends upon circumstances such as:
variations in speculative market demand for futures and
debt securities, including technical influences in
Futures trading; differences between the financial
instruments being hedged and the instruments underlying
the standard Futures Contracts available for trading;
and with respect to interest rate Futures, maturities
and creditworthiness of issuers and, in the case of
index futures contracts, the composition of the index,
including the issuers and the weighting of each issue,
may differ from the composition of the Fund's
portfolio. A decision of whether, when, and how to
hedge involves skill and judgment, and even a well-
received hedge may be unsuccessful to some degree
because of unexpected market behavior or interest rate
trends.
Because of the low margin deposits required,
Futures trading involves an extremely high degree of
leverage. As a result, a relatively small price
movement in a Futures Contract may result in immediate
and substantial loss, as well as gain, to the investor.
For example, if at the time of purchase, 10% of the
value of the Futures Contract is deposited as margin, a
subsequent 10% decrease in the value of the Futures
Contract would result in a total loss of the margin
deposit, before any deduction for the transaction
costs, if the account were then closed out. A 15%
decrease would result in a loss equal to 150% of the
original margin deposit, if the Futures Contract were
closed out. Thus, a purchase or sale of a Futures
Contract may result in losses in excess of the amount
initially invested in the Futures Contract. However,
the Fund would presumably have sustained comparable
losses if, instead of the Futures Contract, it had
invested in the underlying financial instrument and
sold it after the decline.
Most United States Futures exchanges limit the
amount of fluctuation permitted in Futures Contract
prices during a single trading day. The daily limit
establishes the maximum amount that the price of a
Futures Contract may vary either up or down from the
previous day's settlement price at the end of a trading
session. Once the daily limit has been reached in a
particular type of Futures Contract, no trades may be
made on that day at a price beyond that limit. The
daily limit governs only price movement during a
particular trading day and therefore does not limit
potential losses, because the limit may prevent the
liquidation of unfavorable positions. Futures Contract
prices have occasionally moved to the daily limit for
several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of
Futures positions and subjecting some Futures traders
to substantial losses.
There can be no assurance that a liquid market
will exist at a time when the Fund seeks to close out a
Futures or futures option position. The Fund would
continue to be required to meet margin requirements
until the position is closed, possibly resulting in a
decline in the Fund's net asset value. In addition,
many of the contracts discussed above are relatively
new instruments without a significant trading history.
As a result, there can be no assurance that an active
secondary market will develop or continue to exist.
<PAGE>
Options on Futures
The Fund may also purchase or write put and call
options on Futures Contracts and enter into closing
transactions with respect to such options to terminate
an existing position. A futures option gives the
holder the right, in return for the premium paid, to
assume a long position (call) or short position (put)
in a Futures Contract at a specified exercise price
prior to the expiration of the option. Upon exercise
of a call option, the holder acquires a long position
in the Futures Contract and the writer is assigned the
opposite short position. In the case of a put option,
the opposite is true. Prior to exercise or expiration,
a futures option may be closed out by an offsetting
purchase or sale of a futures option of the same
series.
The Fund may use its options on Futures Contracts
in connection with hedging strategies. Generally,
these strategies would be employed under the same
market and market sector conditions in which the Fund
uses put and call options on securities or indexes.
The purchase of put options on Futures Contracts is
analogous to the purchase of puts on securities or
indexes so as to hedge the Fund's portfolio of
securities against the risk of declining market prices.
The writing of a call option or the purchasing of a put
option on a Futures Contract constitutes a partial
hedge against declining prices of the securities which
are deliverable upon exercise of the Futures Contract.
If the futures price at expiration of a written call
option is below the exercise price, the Fund will
retain the full amount of the option premium which
provides a partial hedge against any decline that may
have occurred in the Fund's holdings of securities. If
the futures price when the option is exercised is above
the exercise price, however, the Fund will incur a
loss, which may be offset, in whole or in part, by the
increase in the value of the securities in the Fund's
portfolio that were being hedged. Writing a put option
or purchasing a call option on a Futures Contract
serves as a partial hedge against an increase in the
value of the securities the Fund intends to acquire.
If the Futures Contract price at expiration of a put
option the Fund has written is above the exercise
price, the Fund will retain the full amount of the
option premium which provides a partial hedge against
any increase that may have occurred in the price of the
securities the Fund intends to acquire. If the Futures
Contract price at expiration of a put option the Fund
has written is below the exercise price, however, the
Fund will incur a loss, which may be offset, in whole
or in part, by the decrease in the price of the
securities the Fund intends to acquire.
As with investments in Futures Contracts, the Fund
is also required to deposit and maintain margin with
respect to put and call options on Futures Contracts
written by it. Such margin deposits will vary
depending on the nature of the underlying Futures
Contract (and the related initial margin requirements),
the current market value of the option, and other
futures positions held by the Fund. The Fund will set
aside in a segregated account at the Fund's custodian
liquid assets, such as cash, U.S. government securities
or other high grade debt obligations equal in value to
the amount due on the underlying obligation. Such
segregated assets will be marked to market daily, and
additional assets will be placed in the segregated
account whenever the total value of the segregated
account falls below the amount due on the underlying
obligation.
Federal Tax Treatment of Futures Contracts
For federal income tax purposes, the Fund is
required to recognize as income for each taxable year
its net unrealized gains and losses on Futures
Contracts as of the end of the year, as well as gains
and losses actually realized during the year. Except
for transactions in Futures Contracts that are
classified as part of a "mixed straddle" under Code
Section 1256, any gain or loss recognized with respect
to a Futures Contract is considered to be 60% long-term
capital gain or loss and 40% short-term capital gain or
loss, without regard to the holding period of the
Futures Contract. In the case of a Futures transaction
not classified as a "mixed straddle," the recognition
of losses may be deferred to a later taxable year.
Sales of Futures Contracts that are intended to
hedge against a change in the value of securities held
by the Fund may affect the holding period of such
securities and, consequently, the nature of the gain or
loss on such securities upon disposition.
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
<PAGE>
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.
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.
Since short selling can result in profits when
stock prices generally decline, the Fund in this
manner, can, to a certain extent, hedge the market risk
to the value of its other investments and protect its
equity in a declining market. However, the Fund could,
at any given time, suffer both a loss on the purchase
or retention of one security, if that security should
decline in value, and a loss on a short sale of another
security, if the security sold short should increase in
value. Moreover, to the extent that in a generally
rising market the Fund maintains short positions in
securities rising with the market, the net asset value
of the Fund would be expected to increase to a lesser
extent than the net asset value of an investment
company that does not engage in short sales.
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.
Warrants
The Fund may invest in warrants if after giving
effect thereto, not more than 5% of its net assets will
be invested in warrants other than warrants acquired in
units or attached to other securities. Investments in
warrants is pure speculation in that they have no
voting rights, pay no dividends, and have no rights
with respect to the assets of the
<PAGE>
corporation issuing
them. Warrants basically are options to purchase
equity securities at a specific price for a specific
period of time. They do not represent ownership of the
securities but only the right to buy them. Warrants
differ from call options in that warrants are issued by
the issuer of the security which may be purchased on
their exercise, whereas call options may be written or
issued by anyone. The prices of warrants do not
necessarily move parallel to the prices of the
underlying securities.
When-Issued Securities
The Fund may from time to time invest up to 5% of
its net assets in securities purchased on a "when-
issued" basis. The price of securities purchased on a
when-issued basis is fixed at the time the commitment
to purchase is made, but delivery and payment for the
securities take place at a later date. Normally, the
settlement date occurs within 45 days of the purchase.
During the period between the purchase and settlement,
no payment is made by the Fund to the issuer, no
interest is accrued on debt securities, and no dividend
income is earned on equity securities. Forward
commitments involve a risk of loss if the value of the
security to be purchased declines prior to the
settlement date, which risk is in addition to the risk
of decline in value of the Fund's other assets. While
when-issued securities may be sold prior to the
settlement date, the Fund intends to purchase such
securities with the purpose of actually acquiring them.
At the time the Fund makes the commitment to purchase a
security on a when-issued basis, it will record the
transaction and reflect the value of the security in
determining its net asset value. The Fund does not
believe that its net asset value will be adversely
affected by its purchases of securities on a when-
issued basis.
The Fund will maintain cash and marketable
securities equal in value to commitments for when-
issued securities. Such segregated securities either
will mature or, if necessary, be sold on or before the
settlement date. When the time comes to pay for when-
issued securities, the Fund will meet its obligations
from then available cash flow, sale of the securities
held in the separate account, described above, sale of
other securities or, although it would not normally
expect to do so, from the sale of the when-issued
securities themselves (which may have a market value
greater or less than the Fund's payment obligation).
Repurchase Obligations
The Fund may enter into repurchase agreements with
respect to no more than 25% of its net assets with
member banks of the Federal Reserve System and certain
non-bank dealers. In a repurchase agreement, the Fund
buys a security at one price and, at the time of the
sale, the seller agrees to repurchase the obligation at
a mutually agreed upon time and price (usually within
seven days). The repurchase agreement thereby
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.
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. The
portfolio turnover rate varied significantly over the
past two years. For the period from December 1, 1996
to September 30, 1997, the turnover rate was 204.05%
and for the fiscal year ending September 30, 1998, the
turnover rate was 353.27%. The variation in the
portfolio turnover rate over the past two years is in
part due to the fact that fiscal 1998 was a full 12-
month period.
TRUSTEES AND OFFICERS OF THE TRUST
Under the laws of the State of Delaware, the board
of Trustees of the Trust is responsible for managing
its business and affairs. Trustees and officers of the
Trust, together with information as to their principal
business occupations during the last five years, and
other information, are shown below. Each Trustee and
officer who is deemed an "interested person," as
defined in the 1940 Act, is indicated by an asterisk.
<PAGE>
*Charles S. Cruice, President and a Trustee of the
Trust, age 48.
Mr. Cruice has been the President of GCM since its
founding in 1989. From 1978 until 1989, Mr.
Cruice was associated with Friess Associates Inc.,
a Wilmington, Delaware investment management
company. Mr. Cruice also was a director of The
Brandywine Fund, an open-end mutual fund. Mr.
Cruice holds a B.A. from the University of Denver.
*Richard H. Gould, Treasurer and a Trustee of the
Trust, age 38.
Mr. Gould has been a Vice President of GCM since
1994. From 1987 until 1994, Mr. Gould was
associated with PNC Investment Management, first
as an equity analyst and later as the co-manager
of the PNC Small Cap Growth Fund. Mr. Gould
received his Chartered Financial Analyst
designation in 1989; became a Chartered Market
Technician in 1995; and received his B.S. in 1983
and his M.B.A. in Finance in 1985, both from The
Pennsylvania State University.
Dr. Peter Utsinger, a Trustee of the Trust, age 53.
Dr. Utsinger has been a practicing physician in
arthritis and rheumatic diseases since 1970 when
he received his M.D. from Georgetown University.
Dr. Utsinger was Director of the Arthritis
Clinical and Research unit at the University of
North Carolina and has written over 100
publications in his area of specialty.
Richard W. Vague, a Trustee of the Trust, age 43.
Mr. Vague has been the President and a director of
First USA, Inc. since 1991, the Chairman and CEO
of First USA Bank since 1995, the Chairman of
First USA, FSB since 1996 and a director of First
USA Paymentech and Physician Support Systems, Inc.
since 1996. From 1987 until 1995, Mr. Vague was
President and CEO of First USA Bank.
Robert D. Harrison, a Trustee of the Trust, age 75.
Mr. Harrison was a director of Fidelity Mutual
Life Insurance Company from 1969 to 1992, of
Meritor Savings Bank from 1978 to 1992 and of PECO
Energy Co. from 1970 to 1994. Mr. Harrison also
served as a trustee of Mutual Assurance Company
from 1974 to 1993.
*Jeffrey Rugen, Secretary of the Trust, age 39.
Mr. Rugen has been a trader with GCM since 1994.
From 1992-1994 Mr. Rugen was a trader with PNC Bank and
from 1986-1992 was a trader with Penn Group.
The address for Messrs. Cruice, Gould and Rugen is
Greenville Capital Management, Inc., 100 South Rockland
Falls Road, Rockland, Delaware, 19732. The address for
Dr. Utsinger is 8909 Crefield Street, Philadelphia,
Pennsylvania, 19118. The address for Mr. Vague is 201
N. Walnut, 15th Floor, Wilmington, Delaware, 19801.
The address for Mr. Harrison is 74 Parkridge Drive,
Bryn Mawr, Pennsylvania, 19010.
As of December 31, 1998, officers and Trustees of
the Trust beneficially owned 488,447 shares of
beneficial interest in the Fund, which was 44.7% of the
Fund's then outstanding shares.
Trustees and officers of the Trust who are
officers, directors, employees or shareholders of GCM
do not receive any remuneration from the Trust or the
Fund for serving as Trustees or officers. Accordingly,
Messrs. Cruice, Gould and Rugen do not receive
compensation from the Trust for their services as
Trustees and/or officers. However, Messrs. Utsinger,
Vague and Harrison receive the following fees for their
services as Trustees of the Trust:
<PAGE>
Name Cash Other Total
Compensation(1) Compensation
Dr. Peter Utsinger $1,000 $0 $1,000
Richard W. Vague $1,000 $0 $1,000
Robert D. Harrison $1,000 $0 $1,000
(1) Each Trustee who is not deemed an "interested
person" of the Trust, as defined in the 1940 Act,
receives $1,000 per year payable in Fund shares on
September 30th. Thus, each disinterested Trustee
received $1,000 for the fiscal year ending September
30, 1998. The Board of Trustees held four meetings
during 1998. Beginning with the fiscal year ending
September 30, 1999, each disinterested Trustee will
receive $250 for each meeting attended.
PRINCIPAL SHAREHOLDERS
As of December 31, 1998, the following persons
owned of record or are known by the Company to own
beneficially 5% or more of the outstanding shares of
the Fund:
Name and Address No. Shares Percentage
Charles S. Cruice 464,011 42.5%
Greenville Capital Management, Inc.
100 South Rockland Falls Road
Rockland, Delaware 19087
As of December 31, 1998, Mr. Cruice owned a
controlling interest in the Fund. Shareholders with a
controlling interest could affect the outcome of proxy
voting or the direction of management of the Fund.
INVESTMENT ADVISOR
GCM is the investment advisor to the Fund. Mr.
Charles S. Cruice controls GCM and is the President and
a director of GCM. Ms. Kathryn S. Cruice is the
Secretary and a director of GCM. Mr. Charles S. Cruice
owns a voting majority interest in GCM. Mr. Richard H.
Gould is a Vice President and officer of GCM.
The Fund's Investment Advisory Agreement is dated
November 18, 1996 (the "Advisory Agreement"). The
Advisory Agreement has an initial term of two years and
thereafter is required to be approved annually by the
Board of Trustees of the Trust or by vote of a majority
of the Fund's outstanding voting securities (as defined
in the 1940 Act). Each annual renewal must also be
approved by the vote of a majority of the Trustees who
are not parties to the Advisory Agreement or interested
persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval. The
Advisory Agreement was approved by the vote of a
majority of the Trust's Trustees who are not parties to
the Advisory Agreement or interested persons of any
such party on October 22,1996 and by the initial
shareholders of the Fund on October 22, 1996. Most
recently, the Advisory Agreement, was approved by the
Trustees, including the disinterested Trustees on
November 4, 1998. The Advisory Agreement is terminable
without penalty, on 60 days' written notice by the
Board of Trustees of the Trust, by vote of a majority
of the Trust's outstanding voting securities, or by
GCM, and will terminate automatically in the event of
its assignment.
Under the terms of the Advisory Agreement, GCM
manages the Fund's investments subject to the
supervision of the Trust's Board of Trustees. GCM is
responsible for investment decisions and supplies
investment research and portfolio management. At its
expense, GCM provides office space and all necessary
office facilities, equipment and personnel for
servicing the investments of the Fund.
<PAGE>
As compensation for its services, the Trust, on
behalf of the Fund, pays to GCM a monthly advisory fee
at the annual rate of 1.00% of the average daily net
asset value of the Fund. From time to time, GCM may
voluntarily waive all or a portion of its management
fee for the Fund. The organizational expenses of the
Fund were advanced by GCM and have been reimbursed by
the Fund. The organizational expenses for the Fund
were approximately $ 34,100. During the years ended
September 30, 1997 and 1998, GCM received $0 and
$15,980, respectively, from the Fund for its services
under the Advisory Agreement. The amount received by
GCM for such services would have been $53,871 ($1,797
of which is attributable to the Retail class and
$52,074 of which is attributable to the Institutional
class) and $123,072 ($12,075 of which is attributable
to the Retail class and $110,997 of which is
attributable to the Institutional class) in 1997 and
1998, respectively, had GCM not waived all or a portion
of its fees during such periods.
PORTFOLIO TRANSACTIONS AND BROKERAGE
As investment advisor to the Fund, GCM is
responsible for decisions to buy and sell securities
for the Fund and for the placement of the Fund's
portfolio business, the negotiation of the commissions
to be paid on such transactions and the allocation of
portfolio brokerage and principal business. It is the
policy of GCM to seek the best execution at the best
security price available with respect to each
transaction, in light of the overall quality of
brokerage and research services provided to GCM or the
Fund. The best price to the Fund means the best net
price without regard to the mix between purchase or
sale price and commission, if any. Purchases may be
made from underwriters, dealers, and, on occasion, the
issuers. Commissions will be paid on the Fund's
futures and options transactions, if any. The purchase
price of portfolio securities purchased from an
underwriter or dealer may include underwriting
commissions and dealer spreads. The Fund may pay
mark-ups on principal transactions. In selecting
broker-dealers and in negotiating commissions, GCM
considers the firm's reliability, the quality of its
execution services on a continuing basis and its
financial condition. Brokerage will not be allocated
based on the sale of the Fund's shares.
The aggregate amount of brokerage commissions paid
by the Fund for the years ended September 30, 1997 and
1998 was $8,784 and $63,443, respectively. Brokerage
commissions paid by the Fund in fiscal 1998 were higher
than those paid by the Fund in fiscal 1997, because
fiscal 1998 was a full 12-month period and the Fund
engaged in more securities trading in fiscal 1998 than
in fiscal 1997. For the fiscal year ended September
30, 1998, the Fund paid brokerage commissions with
respect to transactions for which research services
were provided; however, neither the Fund nor the
Advisor had any agreement or understanding with any
broker or dealer to direct brokerage to such broker or
dealer because of research services provided. During
the fiscal year ended September 30, 1998, the Fund did
not acquire any stock of its regular brokers or
dealers.
Section 28(e) of the Securities Exchange Act of
1934 ("Section 28(e)") permits an investment advisor,
under certain circumstances, to cause an account to pay
a broker or dealer who supplies brokerage and research
services a commission for effecting a transaction in
excess of the amount of commission another broker or
dealer would have charged for effecting the
transaction. Brokerage and research services include
(a) furnishing advice as to the value of securities,
the advisability of investing, purchasing or selling
securities, and the availability of securities or
purchasers or sellers of securities; (b) furnishing
analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio
strategy, and the performance of accounts; and (c)
effecting securities transactions and performing
functions incidental thereto (such as clearance,
settlement, and custody).
GCM is responsible for selecting brokers in
connection with securities transactions. In selecting
such brokers, GCM considers investment and market
information and other research, such as economic,
securities and performance measurement research,
provided by such brokers, and the quality and
reliability of brokerage services, including execution
capability, performance, and financial responsibility.
Accordingly, the commissions charged by any such broker
may be greater than the amount another firm might
charge if GCM determines in good faith that the amount
of such commissions is reasonable in relation to the
value of the research information and brokerage
services provided by such broker to the Fund. GCM
believes that the research information received in this
manner provides the Fund with benefits by supplementing
the research otherwise available to the Fund. The
Advisory Agreement provides that such higher
commissions will not be paid by the Fund unless (a) GCM
determines in good faith that the amount is reasonable
in relation to the services in terms of the particular
transaction or in terms of GCM's overall
responsibilities; and (b) such payment is made in
compliance with the provisions of Section 28(e) and
other applicable state and federal laws. The
investment advisory fees paid by the Fund under the
Advisory Agreement are not reduced as a result of GCM's
receipt of research services.
<PAGE>
GCM places portfolio transactions for other
advisory accounts managed by GCM. Research services
furnished by firms through which the Fund effects its
securities transactions may be used by GCM in servicing
all of its accounts; not all of such services may be
used by GCM in connection with the Fund. GCM believes
it is not possible to measure separately the benefits
from research services to each of the accounts
(including the Fund) managed by it. Because the volume
and nature of the trading activities of the accounts
are not uniform, the amount of commissions in excess of
those charged by another broker paid by each account
for brokerage and research services will vary.
However, GCM believes such costs to the Fund will not
be disproportionate to the benefits received by the
Fund on a continuing basis. GCM seeks to allocate
portfolio transactions equitably whenever concurrent
decisions are made to purchase or sell securities by
the Fund and another advisory account. In some cases,
this procedure could have an adverse effect on the
price or the amount of securities available to the
Fund. In making such allocations between the Fund and
other advisory accounts, the main factors considered by
GCM are the respective investment objectives, the
relative size of portfolio holdings of the same or
comparable securities, the availability of cash for
investment and the size of investment commitments
generally held.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND-DISBURSING AGENT
As custodian of the Fund's assets, Firstar Bank
Milwaukee, N.A. ("Firstar Bank"), 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202, has custody of all
securities and cash of the Fund, delivers and receives
payment for securities sold, receives and pays for
securities purchased, collects income from investments
and performs other duties, all as directed by the
officers of the Trust. Firstar Bank is in no way
responsible for any of the investment policies or
decisions of the Fund. Firstar Mutual Fund Services,
LLC, Third Floor, 615 East Michigan Street, Milwaukee,
Wisconsin 53202 ("Firstar") acts as transfer agent and
dividend-disbursing agent for the Fund. Firstar is
compensated based on an annual fee per open account of
$14, plus out-of-pocket expenses such as postage and
printing expenses in connection with shareholder
communications. Firstar also receives an annual fee
per closed account of $14.
ADMINISTRATOR AND FUND ACCOUNTANT
Firstar also provides administrative and fund
accounting services to the Fund pursuant to the Fund
Administration Servicing Agreement and the Fund
Accounting Servicing Agreement. Under these
Agreements, Firstar 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 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 each 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. Firstar, 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 : (i) pursuant to the Fund
Administration Servicing Agreement, Firstar receives a
fee 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 and (ii) pursuant
to the Fund Accounting Servicing Agreement, Firstar
receives a fee of $22,000 on the first $40 million,
0.01 of 1% on the next $200 million and 0.005 of 1% on
the balance, plus out-of-pocket expenses. For the
fiscal years ended September 30, 1997 and 1998, Firstar
received $31,484 and $47,271 respectively, for its
services under the Fund Administration Servicing
Agreement and $20,830 and $28,500, respectively, for
its services under the Fund Accounting Servicing
Agreement.
<PAGE>
UNDERWRITER
Under a Distribution Agreement dated November 18,
1996 (the "Distribution Agreement"), AmeriPrime
Financial Securities, Inc. (the "Distributor") acts as
underwriter of the Fund's shares. The Distributor's
principal business address is 1793 Kingswood Drive,
Suite 200, Southlake, Texas 76092.
The Distribution Agreement provides that the
Distributor will use its best efforts to distribute the
Fund's shares, which shares are offered for sale
continuously at (i) net asset value per share plus a
maximum initial sales charge of 3.00% of the offering
price, in the case of the Retail class shares, and (ii)
net asset value per share without the imposition of a
sales charge, in the case of Institutional class
shares. Investments in Retail class shares above
$500,000 are not assessed an initial sales charge.
Certain waivers and/or reductions of sales charges are
described in the Retail class Prospectus under the
heading "HOW TO PURCHASE FUND SHARES." Any sales
charges which are assessed become the property of the
Distributor.
With respect to Retail class shares, the
Distributor may pay a portion of the applicable sales
charge due upon the purchase of such shares to the
securities dealer, if any, involved in the trade, as
follows:
Amount Invested Initial Sales Charge(1) Portion of
Initial Sales Charge(1)(2)
Paid to Dealers
Less than $100,000 3.00% 3.00%
$100,000 but less than $250,000 2.00% 2.00%
$250,000 but less than $500,000 1.00% 1.00%
$500,000 and above No sales charge No sales charge
(1) Reflected as a percentage of the offering price of
Retail class shares. The offering price is the sum of
the net asset value per share plus the initial sales
charges indicated in the table.
(2) 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.
Pursuant to the terms of the Distribution
Agreement, either the Distributor or GCM bears the
costs of printing prospectuses and shareholder reports
which are used for selling purposes, as well as
advertising and any other costs attributable to the
distribution of Fund shares. Certain of these expenses
may be reimbursed pursuant to the terms of the Rule 12b-
1 plan discussed below.
As compensation for its services under the
Distribution Agreement, the Distributor may retain all
or a portion of (i) the initial sales charge from
purchases of Retail class shares and (ii) the Rule 12b-
1 fees payable with respect to the Retail class shares
(as described under "DISTRIBUTION PLAN," below). For
the years ended September 30, 1997 and 1998, the
aggregate dollar amount of initial sales charges
imposed on purchases of Retail class shares was $1,365
and $3,707, respectively (of which the Distributor
received $300 and $2,961, respectively).
DISTRIBUTION PLAN
Description of Plan
The Fund has adopted a plan pursuant to Rule 12b-1
under the 1940 Act (the "Plan"), which requires the
Retail class to pay the Distributor, in its capacity as
the principal underwriter of Fund shares, a
distribution fee of up to 0.25% per annum of the Retail
class' average daily net assets. 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
<PAGE>
fee for its own distribution
expenses incurred in connection with the sale of the
Retail class' shares, although it is the Distributor's
current intention to pay out all or most of the fee.
The Plan is a "reimbursement" plan, which means that
the fees paid by the Fund under the Plan are intended
to reimburse the Distributor for distribution expenses
incurred up to the maximum allowable distribution fee.
A form of the Related Agreement referred to above has
been approved by a majority of the Board of Trustees,
and of the Disinterested Trustees voting separately.
Accordingly, GCM may enter into Related Agreements with
securities dealers, financial institutions or other
persons without further Board approval.
Pursuant to the terms of the Plan, 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 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 voting securities of the Retail class, or
by vote of a majority of Disinterested Trustees, on not
more than sixty (60) days' written notice.
Amounts Expensed Under the Plan
For the fiscal year ended September 30, 1998, the
Fund incurred expenses of $3,019 under the Plan with
respect to the Retail class shares. Of this amount, $0
was spent on advertising, $192 on printing and mailing
prospectuses to other than current shareholders, and
$2,827 was spent on compensation to broker-dealers.
The Distributor received $111 of the amounts expensed
under the Plan.
Interests of Certain Persons
With the exception of GCM, in its capacity as the
Fund's investment advisor, and the Distributor, in its
capacity as principal underwriter of Fund shares, no
"interested person" of the Fund, as defined in the 1940
Act, and no Trustee of the Fund who is not an
"interested person" has or had a direct or indirect
financial interest in the Plan or any Related
Agreement.
Anticipated Benefits to the Retail Class
Prior to approving the Plan, the Board of Trustees
was furnished with a copy of the Plan and related
materials, including information relating to the
advantages and disadvantages of 12b-1 plans currently
being used in the mutual fund industry. Legal counsel
for the Fund provided additional information,
summarized the provisions of the proposed Plan and
discussed the legal and regulatory considerations in
adopting such Plan.
The Board considered various factors in connection
with its decision to approve the Plan, including: (a)
the nature and causes of the circumstances which made
implementation of the Plan necessary and appropriate;
(b) the way in which the Plan would address those
circumstances, including the nature and potential
amount of expenditures; (c) the nature of the
anticipated benefits; (d) the merits of possible
alternative plans or pricing structures; (e) the
relationship of the Plan to other distribution efforts
of the Retail class, including the imposition of the
3.00% front-end sales load, subject to certain
exceptions; and (f) the possible benefits of the Plan
to any other person relative to those of the Retail
class.
Based upon its review of the foregoing factors and
the material presented to it, and in light of its
fiduciary duties under relevant state law and the 1940
Act, the Board determined, in the exercise of its
business judgment, that the Plan was reasonably likely
to benefit the Retail class and its shareholders in at
least one or several potential ways. Specifically, the
Board concluded that the Distributor and any Recipients
operating under Related Agreements would have little or
no incentive to incur promotional expenses on behalf of
the Retail class if a Rule 12b-1 Plan were not in
<PAGE>
place
to reimburse them, thus making the adoption of such
Plan important to the Retail class. In addition, the
Board determined that the payment of distribution fees
to these persons should motivate them to maintain and
enhance the level of service provided to the Retail
class shareholders, which would, of course, benefit
such shareholders. Finally, the adoption of the Plan
would likely lead to an increase in net assets under
management, given the enhanced marketing efforts on the
part of the Distributor and Recipients to sell Fund
shares.
While there is no assurance that the expenditure
of Retail class assets to finance distribution of
Retail class shares will have the anticipated results,
the Board of Trustees believes there is a reasonable
likelihood that one or more of such benefits will
result, and since the Board will be in a position to
monitor the distribution expenses of the Retail class,
it will be able to evaluate the benefit of such
expenditures in deciding whether to continue the Plan.
PURCHASE AND PRICING OF SHARES
Purchase of Shares
The Fund offers two classes of shares: a Retail
class and an Institutional class. As discussed above
under the heading "UNDERWRITER," the Retail class
shares are offered and sold subject to an initial sales
charge (with certain exceptions), while the
Institutional class shares are offered and sold without
being subject to an initial sales charge. Please see
"HOW TO PURCHASE FUND SHARES" in the applicable
Prospectus for more information.
As noted above, Retail class shares may be
purchased without the imposition of an initial sales
charge under certain circumstances. In addition, the
initial sales charges may be reduced if multiple
purchases of Retail class shares are combined. You may
combine purchases of Retail class shares to take
advantage of the breakpoints in the sales charge
schedule by participating in either the Fund's Right of
Accumulation ("ROA") program or by executing a Letter
of Intent ("LOI").
Right 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 of 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. 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 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
<PAGE>
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.
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.
Automatic Investment Plan
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
Retail class 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 minimum initial
investment is reached, or, after reaching the minimum
initial investment, the account balance is reduced to
less than $2,000 for Retail class investors or to less
than $10,000 for Institutional class investors), 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 for Retail class investors or in
amounts of $250 or more for Institutional class
investors. 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 account. You can set up the AIP
with any financial institution that is a member of the
Automated Clearing House.
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.
Individual Retirement Accounts
In addition to purchasing Fund shares as described
in the Prospectuses under "HOW TO PURCHASE FUND
SHARES," individuals may establish their own tax-
sheltered individual retirement accounts ("IRAs").
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. In a Roth 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-
<PAGE>
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.
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
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. 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.
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.
Pricing of Shares
The Retail class shares are offered to the public
at the Offering Price, which is the sum of the net
asset per share (next computed after receipt of an
order in proper form by a dealer, the Distributor or
Firstar, the Fund's transfer agent) and the applicable
sales charge. The Institutional class shares are
offered to the public at their net
<PAGE>
asset value (next
computed after receipt of an order in proper form by a
dealer, the Distributor or Firstar) without any initial
sales charge.
As previously noted, the initial sales charges may
be waived for certain individuals and institutions.
For more information, please see "HOW TO PURCHASE FUND
SHARES - Purchases at Net Asset Value" in the Retail
class Prospectus.
The net asset value per share of each 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
shares and requests for redemption of 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 per share for each class of
shares is calculated by taking the fair value of the
total assets per class, including interest or dividends
accrued, but not yet collected, less all liabilities,
and dividing by the total number of shares outstanding
in that class. 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.
TAXATION OF THE FUND
The Fund intends to qualify annually as a
"regulated investment company" under Subchapter M of
the Code, and, if so qualified, will not be liable for
federal income taxes to the extent earnings are
distributed to shareholders on a timely basis. In the
event the Fund fails to qualify as a "regulated
investment company," it will be treated as a regular
corporation for federal income tax purposes.
Accordingly, the Fund would be subject to federal
income taxes and any distributions that it makes would
be taxable and non-deductible by the Fund. This would
increase the cost of investing in the Fund for
shareholders and would make it more economical for
shareholders to invest directly in securities held by
the Fund instead of investing indirectly in such
securities through the Fund.
PERFORMANCE INFORMATION
Each class' historical performance or return may
be shown in the form of various performance figures.
The Fund may occasionally cite statistics to reflect
its volatility or risk. Each class' performance
figures are based upon historical results and are not
necessarily representative of future performance.
Factors affecting each class' performance include
general market conditions, operating expenses, the
imposition of sales charges and investment management.
Any additional fees charged by a dealer or other
financial services firm would reduce the returns
described in this section.
<PAGE>
Total Return
The average annual total return of each class is
computed by finding the average annual compounded rates
of return over the periods that would equate the
initial amount invested to the ending redeemable value,
according to the following formula:
P(1+T)n = ERV
P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = ending redeemable value of a
hypothetical $1,000 payment made at
the beginning of the stated periods
at the end of the stated periods.
Calculation of each class' total return is not
subject to a standardized formula. Total return
performance for a specific period is calculated by
first taking an investment (assumed to be $1,000)
("initial investment") in each class' respective shares
on the first day of the period and computing the
"ending value" of that investment at the end of the
period. The total return percentage is then determined
by subtracting the initial investment from the ending
value and dividing the remainder by the initial
investment and expressing the result as a percentage.
With respect to the Retail class, the total return is
represented with and without deducting the maximum
initial sales charge. All income and capital gains
dividends paid by each class have been reinvested at
the net asset value of each class on the reinvestment
dates during the period. Total return may also be
shown as the increased dollar value of the hypothetical
investment over the period.
Cumulative total return represents the simple
change in value of an investment over a stated period
and may be quoted as a percentage or as a dollar
amount. Total returns may be broken down into their
components of income and capital (including capital
gains and changes in share price) in order to
illustrate the relationship between these factors and
their contributions to total return.
The total returns for the Retail class (with and
without deducting the maximum initial sales charge) and
Institutional class shares of the Fund for the year
ended September 30, 1998 were (22.85%), (20.44%) and
(20.21%), respectively.
Volatility
Occasionally statistics may be used to specify
Fund volatility or risk. Measures of volatility or
risk are generally used to compare net asset value or
performance relative to a market index. One measure of
volatility is beta. Beta is the volatility of a fund
relative to the total market as represented by the
Standard & Poor's 500 Stock Index. A beta of more than
1.00 indicates volatility greater than the market, and
a beta of less than 1.00 indicates volatility less than
the market. Another measure of volatility or risk is
standard deviation. Standard deviation is used to
measure variability of net asset value or total return
around an average, over a specified period of time.
The premise is that greater volatility connotes greater
risk undertaken in achieving performance.
Comparisons
Each class may compare its performance to that of
United States Treasury Bills, Notes or Bonds. Treasury
obligations are issued in selected denominations.
Rates of Treasury obligations are fixed at the time of
issuance and payment of principal and interest is
backed by the full faith and credit of the United
States Treasury. The market value of such instruments
will generally fluctuate inversely with interest rates
prior to maturity and will equal par value at maturity.
Generally, the values of obligations with shorter
maturities will fluctuate less than those with longer
maturities.
From time to time, in marketing and other fund
literature, each class' performance may be compared to
the performance of other mutual funds in general or to
the performance of particular types of mutual funds
with similar investment goals, as tracked by
independent organizations. Among these organizations,
Lipper Analytical Services,
<PAGE>
Inc. ("Lipper"), a widely
used independent research firm which ranks mutual funds
by overall performance, investment objectives, and
assets, may be cited. Lipper performance figures are
based on changes in net asset value, with all income
and capital gains dividends reinvested. Such
calculations do not include the effect of any sales
charges. The Fund will be compared to Lipper's
appropriate fund category, that is, by fund objective
and portfolio holdings.
Each class' performance may also be compared to
the performance of other mutual funds by Morningstar,
Inc. ("Morningstar"), which rates funds on the basis of
historical risk and total return. Morningstar's
ratings range from five stars (highest) to one star
(lowest) and represent Morningstar's assessment of the
historical risk level and total return of a fund as a
weighted average for 3, 5, and 10 year periods.
Ratings are not absolute or necessarily predictive of
future performance.
Evaluations of each class' performance made by
independent sources may also be used in advertisements
concerning a class, including reprints of or selections
from, editorials or articles about a class. Sources
for performance and articles about the Fund may include
publications such as Money, Forbes, Kiplinger's,
Financial World, Business Week, U.S. News and World
Report, the Wall Street Journal, Barron's and a variety
of investment newsletters.
Each class may compare its performance to a wide
variety of indices and measures of inflation including
the Standard & Poor's Index of 500 Stocks, Russell 2000
and the NASDAQ Over-the-Counter Composite Index. There
are differences and similarities between the
investments that the Fund may purchase for its
portfolio and the investments measured by these
indices.
Investors may want to compare a class' performance
to that of certificates of deposit offered by banks and
other depository institutions. Certificates of deposit
may offer fixed or variable interest rates and
principal is guaranteed and may be insured. Withdrawal
of the deposits prior to maturity normally will be
subject to a penalty. Rates offered by banks and other
depository institutions are subject to change at any
time specified by the issuing institution.
Investors may also want to compare performance of
a class to that of money market funds. Money market
fund yields will fluctuate and shares are not insured,
but share values usually remain stable.
INDEPENDENT ACCOUNTANTS
KPMG LLP, 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202, the Fund's independent accountants,
audit and report on the Fund's annual financial
statements.
FINANCIAL STATEMENTS
The following audited financial statements of the
Fund are incorporated herein by reference to the Fund's
Annual Report for the year ended September 30, 1998 as
filed with the Securities and Exchange Commission on
November 25, 1998:
A. Schedule of Investments as of September 30,
1998.
B. Statement of Assets and Liabilities as of
September 30, 1998.
C. Statement of Operations for the year ended
September 30, 1998.
D. Statement of Changes in Net Assets for the
periods ended September 30, 1997 and 1998.
E. Financial Highlights for the periods ended
September 30, 1997 and 1998.
F. Notes to Financial Statements.
G. Report of Independent Auditors dated October
14, 1998.
PART C
OTHER INFORMATION
Item 23. Exhibits
(a.1) Certificate of Trust dated July 31,
1996(1)
(a.2) Trust Instrument(1)
(b) Registrant's By-Laws(2)
(c) None
(d) Investment Advisory Agreement(2)
(e.1) Distribution Agreement(2)
(e.2) Dealer Agreement(2)
(f) None
(g.1) Custodian Agreement with Firstar Trust
Company(2)
(g.2) Addendum to Custodian Agreement
(changing name to Firstar Bank
Milwaukee, N.A.)
(h.1) Transfer Agent Agreement with Firstar
Trust Company(2)
(h.2) Fund Administration Servicing Agreement
with Firstar Trust Company(2)
(h.3) Fund Accounting Servicing Agreement with
Firstar Trust Company(2)
(h.4) Addendum to Firstar Servicing Agreements
(changing name to Firstar Mutual Fund
Services, LLC)
(i) Opinion and Consent of Godfrey & Kahn,
S.C.(2)
(j) Consent of KPMG LLP
(k) None
(l.1) Subscription Agreement with Charles S.
Cruice(2)
(l.2) Subscription Agreement with Richard H.
Gould(2)
(l.3) Subscription Agreement with Jeffrey
Rugen(2)
(l.4) Subscription Agreement with Molly
Lewis(2)
(m) Rule 12b-1 Distribution Plan with
respect to the Retail Class(2)
(n) Financial Data Schedule(3)
<PAGE>
(o) Rule 18f-3 Plan(2)
(p) Powers of Attorney for Trustees and
Officers (see signature page)
___________________
(1) Incorporated by reference to Registrant's Form N-
1A as filed with the Commission on August 1, 1996.
(2) Incorporated by reference to Registrant's Form N-
1A as filed with the Commission on October 25, 1996.
(3) Incorporated by reference to Registrant's Form N-
SAR as filed with the Commission on November 25, 1998.
Item 24. Persons Controlled by or under Common Control
with Registrant
Registrant neither controls any person nor is
under common control with any other person.
Item 25. Indemnification
Section 9.2 of The Rockland Funds Trust governing
instrument provides:
9.2 Indemnification.
(a) Subject to the exceptions and
limitations contained in subsections (b) and
(c) below:
(i)every person who is, or has been, a
Trustee or an officer, employee or agent
of the Trust ("Covered Person") shall be
indemnified by the Trust or the
appropriate Series to the fullest extent
permitted by law against liability and
against all expenses reasonably incurred
or paid by him or her in connection with
any claim, action, suit or proceeding in
which he or she becomes involved as a
party or otherwise by virtue of his or
her being or having been a Covered Person
and against amounts paid or incurred by
him or her in the settlement thereof;
(ii) as used herein, the words "claim,"
"action," "suit," or "proceeding" shall
apply to all claims, actions, suits or
proceedings (civil, criminal or other,
including appeals), actual or threatened,
and the words "liability" and "expenses"
shall include, without limitation,
attorneys fees, costs, judgments, amounts
paid in settlement, fines, penalties and
other liabilities.
(b) No indemnification shall be provided
hereunder to a Covered Person:
(i)who shall have been adjudicated by a
court or body before which the proceeding
was brought (A) to be liable to the Trust
or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence
or reckless disregard of the duties
involved in the conduct of his or her
office, or (B) not to have acted in good
faith in the reasonable belief that his
or her action was in the best interest of
the Trust; or
(ii) in the event of a settlement, unless
there has been a determination that such
Covered Person did not engage in willful
misfeasance, bad faith, gross negligence
or reckless disregard of the duties
involved in the conduct of his or her
office; (A) by the court or other body
approving the settlement; (B) by the vote
of at least a majority of those Trustees
who are neither Interested Persons of the
Trust nor are parties to the proceeding
based upon a review of readily available
facts (as opposed to a full trial-type
inquiry); or (C) by written opinion of
<PAGE>
independent legal counsel based upon a
review of readily available facts (as
opposed to a full trial-type inquiry).
(c) The rights of indemnification herein
provided may be insured against by policies
maintained by the Trust, shall be severable,
shall not be exclusive of or affect any other
rights to which any Covered Person may now or
hereafter be entitled, and shall inure to the
benefit of the heirs, executors and
administrators of a Covered Person.
(d) To the maximum extent permitted by
applicable law, expenses in connection with
the preparation and presentation of a defense
to any claim, action, suit or proceeding of
the character described in subsection (a) of
this Section may be paid by the Trust or
applicable Series from time to time prior to
final disposition thereof upon receipt of an
undertaking by or on behalf of such Covered
Person that such amount will be paid over by
him or her to the Trust or applicable Series
if it is ultimately determined that he or she
is not entitled to indemnification under this
Section; provided, however, that either (i)
such Covered Person shall have provided
appropriate security for such undertaking,
(ii) the Trust is insured against losses
arising out of any such advance payments or
(iii) either a majority of the Trustees who
are neither Interested Persons of the Trust
nor parties to the proceeding, or independent
legal counsel in a written opinion, shall
have determined, based upon a review of
readily available facts (as opposed to a full
trial-type inquiry) that there is reason to
believe that such Covered Person will not be
disqualified from indemnification under this
Section.
(e) Any repeal or modification of this
Article IX by the Shareholders of the Trust,
or adoption or modification of any other
provision of the Trust Instrument or By-Laws
inconsistent with this Article, shall be
prospective only, to the extent that such
repeal or modification would, if applied
retrospectively, adversely affect any
limitation on the liability of any Covered
Person or indemnification available to any
Covered Person with respect to any act or
omission which occurred prior to such repeal,
modification or adoption.
Item 26. Business and Other Connections of Investment
Adviser
Besides serving as investment advisor to private
accounts, GCM is not currently and has not during the
past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial
nature. Information regarding the business,
profession, vocation or employment of a substantial
nature of each of GCM's directors and officers is
hereby incorporated by referenced from the information
contained under "TRUSTEES AND OFFICERS OF THE TRUST" in
the SAI.
Item 27. Principal Underwriters
(a) The Distributor also acts as distributor for
the Grand Prix Funds, Inc., AmeriPrime Funds, The
Kenwood Funds and Tanaka Funds, Inc.
(b) The principal business address of AmeriPrime
Financial Securities, Inc. ("AmeriPrime"),
the Registrant's principal underwriter, is
1793 Kingswood Drive, Suite 200, Southlake,
Texas 76092. The following information
relates to each director and officer of
AmeriPrime:
Positions and Positions and
Name Offices Offices
with Underwriter with Registrant
Kenneth D. Trumpfheller President None
(c) None
Item 28. Location of Accounts and Records
<PAGE>
All accounts, books or other documents required to
be maintained by section 31(a) of the Investment
Company Act of 1940 and the rules promulgated
thereunder are in the possession of GCM, Registrant's
investment adviser, at Registrant's corporate offices,
except records held and maintained by Firstar Bank
Milwaukee, N.A., 777 East Wisconsin Avenue, Milwaukee,
Wisconsin 53202, relating to its function as
custodian, and Firstar Mutual Fund Services, LLC, Third
Floor, 615 East Michigan Street, Milwaukee, Wisconsin
53202, relating to its function as transfer agent, fund
accountant and administrator.
Item 29. Management Services
All management-related service contracts entered
into by Registrant are discussed in Parts A and B of
this Registration Statement.
Item 30. Undertakings.
(a) Registrant undertakes to call a meeting of
shareholders, if requested to do so by the holders of
at least 10% of the Registrant's outstanding shares,
for the purpose of voting upon the question of removal
of a trustee or trustees. The Registrant also
undertakes to assist in communications with other
shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
(b) Registrant undertakes to furnish each person
to whom a prospectus or statement of additional
information is delivered with a copy of the
Registrant's latest annual report to shareholders,
without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933 and the Investment Company Act of 1940, the
Registrant has duly caused this Post-Effective
Amendment No. 4 to Registrant's Registration Statement
on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rockland and State of Delaware on the 20th day of
January, 1999.
THE ROCKLAND FUNDS TRUST
(Registrant)
By: /s/ Charles S. Cruice
-------------------------
Charles S. Cruice
President
Each person whose signature appears below
constitutes and appoints Charles S. Cruice and Richard
Gould and each of them, his true and lawful attorney-in-
fact and agent with full power of substitution and
resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all
post-effective amendments to this Registration
Statement and to file the same, with all exhibits
thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission
and any other regulatory body, granting unto said
attorney-in-fact and agent, full power and authority to
do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and
purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 4 to
Registrant's Registration Statement on Form N-1A has
been signed below by the following persons in the
capacities and on the date(s) indicated.
Name Title Date
/s/ Charles S. Cruice President and a Trustee January 20, 1999
- ------------------------
Charles S. Cruice
/s/ Richard H. Gould Treasurer and a Trustee January 20, 1999
- ------------------------
Richard H. Gould
/s/ Dr. Peter Utsinger Trustee January 22, 1999
- -------------------------
Dr. Peter Utsinger
/s/ Robert Harrison Trustee January 19, 1999
- --------------------------
Robert Harrison
/s/ Richard Vague Trustee January 25, 1999
- --------------------------
Richard Vague
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit
(a.1) Certificate of Trust dated July 31, 1996
(previously filed as Exhibit 1.1 to the
Registration Statement on Form N-1A, Reg.
Nos. 811-7743 and 333-9355)
(a.2) Trust Instrument (previously filed as
Exhibit 1.2 to the Registration Statement
on Form N-1A, Reg. Nos. 811-7743 and 333-
9355)
(b) Registrant's By-Laws (previously filed
as Exhibit 2 to the Registration
Statement on Form N-1A, Reg. Nos. 811-
7743 and 333-9355)
(c) None
(d) Investment Advisory Agreement (previously
filed as Exhibit 5 to the Registration
Statement on Form N-1A, Reg. Nos. 811-7743
and 333-9355)
(e.1) Distribution Agreement (previously filed
as Exhibit 6.1 to the Registration
Statement on Form N-1A, Reg. Nos. 811-7743
and 333-9355)
(e.2) Dealer Agreement (previously filed as
Exhibit 6.2 to the Registration Statement
on Form N-1A, Reg. Nos. 811-7743 and 333-
9355)
(f) None
(g.1) Custodian Agreement with Firstar Trust
Company (previously filed as Exhibit 8 to
the Registration Statement on Form N-1A,
Reg. Nos. 811-7743 and 333-9355)
(g.2) Addendum to Custodian Agreement (changing
name to Firstar Bank Milwaukee, N.A.)
(h.1) Transfer Agent Agreement with Firstar
Trust Company (previously filed as Exhibit
9.1 to the Registration Statement on Form
N-1A, Reg. Nos. 811-7743 and 333-9355)
(h.2) Fund Administration Servicing Agreement
with Firstar Trust Company (previously
filed as Exhibit 9.2 to the Registration
Statement on Form N-1A, Reg. Nos. 811-7743
and 333-9355)
(h.3) Fund Accounting Servicing Agreement with
Firstar Trust Company (previously filed as
Exhibit 9.3 to the Registration Statement
on Form N-1A, Reg. Nos. 811-7743 and 333-
9355)
(h.4) Addendum to Firstar Servicing Agreements
(changing name to Firstar Mutual Fund
Services, LLC)
(i) Opinion and Consent of Godfrey & Kahn,
S.C. (previously filed as Exhibit 10 to
the Registration Statement on Form N-1A,
Reg. Nos. 811-7743 and 333-9355)
(j) Consent of KPMG LLP
(k) None
(l.1) Subscription Agreement with Charles S.
Cruice (previously filed as Exhibit 13.1
to the Registration Statement on Form N-
1A, Reg. Nos. 811-7743 and 333-9355)
<PAGE>
(l.2) Subscription Agreement with Richard H.
Gould (previously filed as Exhibit 13.2 to
the Registration Statement on Form N-1A,
Reg. Nos. 811-7743 and 333-9355)
(l.3) Subscription Agreement with Jeffrey Rugen
(previously filed as Exhibit 13.3 to the
Registration Statement on Form N-1A, Reg.
Nos. 811-7743 and 333-9355)
(l.4) Subscription Agreement with Molly Lewis
(previously filed as Exhibit 13.4 to the
Registration Statement on Form N-1A, Reg.
Nos. 811-7743 and 333-9355)
(m) Rule 12b-1 Distribution Plan with respect
to the Retail Class (previously filed as
Exhibit 15 to the Registration Statement
on Form N-1A, Reg. Nos. 811-7743 and 333-
9355)
(n) Financial Data Schedule (previously filed
as an Exhibit to the Registrant's N-SAR as
filed with the Commission on November 25,
1998)
(o) Rule 18f-3 Plan (previously filed as
Exhibit 18 to the Registration Statement
on Form N-1A, Reg. Nos. 811-7743 and 333-
9355)
(p) Powers of Attorney for Trustees and
Officers (see signature page)
Addendum to Custodian Agreement
This Addendum to the Custodian Agreement dated
_____________________________, is entered into by and
between Firstar Bank Milwaukee, N.A. and
________________________ on this __________ day of
____________________________, 1998.
WHEREAS, the entity known as Firstar Trust Company
ceased operations on September 30, 1998; and
WHEREAS, Firstar Bank Milwaukee, N.A. represents
that it has the necessary trust and custodial powers to
enter into this Agreement;
NOW, THEREFORE, Firstar Bank Milwaukee, N.A. will
be successor responsible party to each of the
Agreements referenced above and will assume all
responsibility for any acts or omissions during the
time Firstar Trust Company was the named service
provider under these same Agreements.
Firstar Bank Milwaukee, N.A. The Rockland Growth Fund
BY:______________________ BY:____________________
ATTEST:__________________ ATTEST:________________
Addendum to Firstar Servicing Agreements
This Addendum to the Fund Administration, Fund
Accounting, Transfer Agent and Fulfillment Servicing
Agreements dated April 1, 1994, is entered into by and
between Firstar Mutual Fund Services, LLC and The
Rockland Growth Fund on this __________ day of
November, 1998.
WHEREAS, the mutual funds servicing division of
Firstar Trust Company became a limited liability
company and separate subsidiary of Firstar Bank,
Milwaukee on September 30, 1998; and
WHEREAS, the entity known as Firstar Trust Company
ceased operations on September 30, 1998;
NOW, THEREFORE, Firstar Mutual Fund Services, LLC
will be successor responsible party to each of the
Agreements referenced above and will assume all
responsibility for any acts or omissions during the
time Firstar Trust Company was the named service
provider under these same Agreements.
Firstar Mutual Fund Services, LLC The Rockland Growth Fund
BY:_______________________ BY:____________________
ATTEST:___________________ ATTEST:_________________
CONSENT OF INDEPENDENT ACCOUNTANTS
The Shareholders and Board of Trustees
The Rockland Funds Trust:
We consent to the use of our report incorporated by
reference and the reference to our firm under the
headings "Financial Statements" in the Prospectus and
"Independent Accountants" in the Statement of
Additional Information.
/s/ KPMG LLP
Milwaukee, Wisconsin
January 25, 1999
