Registration Nos. 333-9355; 811-7743
Filed pursuant to Rule 497(c)
PROSPECTUS
January 29, 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 advisor, 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.
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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]
30%
25%
20%
15% 24.83%
10% 19.39%
5%
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 (with
dividends reinvested)** -2.24% 10.25%
S&P 500 Index (with
dividends reinvested)** 26.58% 28.32%
NASDAQ Composite Index** 39.63% 29.25%
* The Fund's 1 year and average annual total return
since inception reflect the maximum 3.00% front
end sales load.
**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. The Fund returns presented
above include operating expenses that reduce
returns, while the returns of the Russell 2000,
S&P 500 and NASDAQ Composite Indexes do not
include operating expenses.
<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
investments. 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
<PAGE>
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:
Wire to: Firstar Bank Milwaukee, N.A.
ABA Number 075000022
<PAGE>
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:
<PAGE>
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 a distribution and
shareholder servicing fee of up to 0.25% of its average
daily net assets computed on an annual basis.
<PAGE>
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 business 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:
(i) redemption requests to be mailed or wired to a
person other than the registered owner(s) of the
shares;
<PAGE>
(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.
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.
<PAGE>
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%
____________________
(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.
<PAGE>
(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
1-800-497-3933
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
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>
Registration Nos. 333-9355; 811-7743
Filed pursuant to Rule 497(c)
PROSPECTUS
January 29, 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 advisor, 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]
30%
25%
20%
15% 25.13%
10% 19.59%
5%
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 (with
dividends reinvested)* -2.24% 10.25%
S&P 500 Index (with
dividends reinvested)* 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. The Fund returns presented
above generally include operating expenses that
reduce returns, while the returns of the Russell
2000, S&P 500 and NASDAQ Composite Indexes do not
include operating expenses.
<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 (as a percentage of
offering price) NONE
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 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 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 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
investments. 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. Mr. Gould has been a Vice
President of GCM since 1994. Prior to joining GCM, Mr.
Gould was an
<PAGE>
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 business 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 receipt by the
Transfer Agent or the Fund. Do not mail
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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.
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
<PAGE>
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 advisor 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.
<PAGE>
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.
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
1-800-497-3933
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
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.
