ROCKWOOD GROWTH FUND INC
N-30D, 1996-12-31
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Rockwood 1996 Annual Report

FUND FEATURES

INVESTMENT OBJECTIVE

The Fund seeks long term capital appreciation.

FUND MANAGEMENT

Rockwood  Advisers,  Inc. acts as general manager of the Fund.  Aspen Securities
and  Advisory,  Inc. is the  subadviser.  Ross H. Farmer,  the Fund's  portfolio
manager,  is President of the subadviser and has served as portfolio  manager of
the Fund since it c ommenced operations on April 30, 1986.

INVESTMENT STRATEGY

The Fund seeks to achieve its objective by investing primarily in common stocks,
which are purchased at prices  considered to be less than their  intrinsic value
as determined by the portfolio manager.  They are selected on the basis of their
potential for long term capital  appreciation,  and generally will include small
capitalization companies which are expected to achieve above-average growth.

PORTFOLIO BENEFITS

O Long term growth  potential  through  appreciation  in the value of the Fund's
carefully selected investments.

O Diversification for stock and bond portfolios seeking a growth investment that
can capitalize on favorable trends in the economy and securities markets through
professional stock selection.

MINIMUM INVESTMENTS

O Regular Accounts, $500
O IRAs, $100
O Automatic Investment Programs, $50
O Subsequent Investments, $50

RETIREMENT PLANS

Tax-advantaged  Rockwood retirement plans include No-Fee IRAs,  qualified profit
sharing and money purchase plans, and 403(b) plans.






<PAGE>



ROCKWOOD EASY ACCESS

INVESTMENT STRATEGY AND MARKET UPDATE

To hear  Portfolio  Manager Ross Farmer's  weekly  report on Rockwood's  current
investment strategy and market conditions, dial 1-888-ROCKWOOD (menu item #3)

PROSPECTUS AND APPLICATIONS

For a copy of the  Rockwood  Prospectus  and  applications  for  regular and IRA
accounts,  plus an IRA transfer  form and  disclosure  statement,  by fax, or by
regular or e-mail, dial 1-888-ROCKWOOD (menu item 1)


MARKET INFORMATION/SHARE PRICE

For market  information and the Fund's current closing net asset value per share
at any time, dial 1-888-ROCKWOOD (menu item 2)

CALL FOR HELP

For assistance in completing an application,  or for any other questions you may
have, dial 1-888-ROCKWOOD (Menu item 4)

ROCKWOOD ONLINE

Check out our Web page for up-to-date information and more at
http://www.rockwood.com







<PAGE>



A WORD FROM THE ROCKWOOD PORTFOLIO MANAGER

FELLOW SHAREOWNERS:

     It is a pleasure  to submit  this  Annual  Report for the fiscal year ended
October 31,  1996,  and to welcome our many new  shareowners  who have  recently
joined us. I am also  pleased to report  that the  Fund's  results  for the year
showed a total return of +29.40%,  which compares  favorably to an average total
return for Morningstar's  Growth Fund category of +19.27% and a total return for
Standard & Poor's 500 Stock Index of +24.06%.

SEEKING THE BEST OF BOTH WORLDS

     We believe the good  results we have  achieved  for our  shareowners  are a
direct  reflection  of the sound,  common  sense  value and growth  approach  to
investing that we consistently follow.

     Our investment  objective is very simple:  to invest in solid  companies at
attractive  prices.  We are not committed to "growth" only, since many companies
that do not have  strong  earnings  growth  trends  are  attractive  investments
because of the value they  offer,  which may be relative to their stock price or
their assets.  Likewise,  we do not focus on "value" alone, since many companies
are attractive  primarily for their strong and steady earnings growth.  Instead,
our goal is to have the best of both worlds,  so we carefully  consider value as
well as growth stock opportunities.

     We  invest  the  Fund's  money,  your  money,  in each  stock as if we were
negotiating  to buy the whole  business.  We want the optimal blend of earnings,
management talent, financial strength, and growth prospects for the lowest price
possible.  We search for companies  having proven  management teams with a clear
business plan, unique  competitive  advantages,  and the financial  resources to
implement  the  plan and  weather  temporary  set-backs.  Then we try to buy the
company's  stock at a discount to break-up  value,  earnings  multiples,  and/or
projected earnings growth.

     Determining when to sell is equally  important.  We consider ourselves long
term  investors,  but we will hold a stock only so long as its meets our capital
appreciation  objective.  We sell  when  it  reaches  the  objective,  when  its
potential  diminishes  due to a  change  in its  fundamentals,  or when  another
relatively  superior  investment is  identified.  Our strategy,  then, is not to
attempt  to sell at the top,  but to buy  carefully  and sell when we  believe a
stock has become overpriced.

AFFORDABLE PLANS FOR GROWING YOUR ACCOUNT

     With this all-weather approach,  the Fund is an ideal vehicle for a program
of  steady  monthly  investing.  For  regular,  gifts/transfers  to  minors,  or
tax-sheltered  retirement  plan accounts,  investing on a regular  monthly basis
also permits  investors  to take  advantage  of dollar cost  averaging.  To make
investing in the Fund as easy, safe,  convenient and affordable as possible,  we
offer the Rockwood Automatic  Investment Program,  with three different Plans to
facilitate  an  automatic  monthly  investment  of $50 or more  into  your  Fund
account.

o The Rockwood Bank Transfer Plan lets you purchase Fund shares on a certain day
each month by transferring  electronically  a specified  dollar amount from your
regular checking account, NOW account, or bank money market deposit account.

o In the  Rockwood  Salary  Investing  Plan,  part or all of your  salary may be
invested  electronically in shares of the Fund on each pay date,  depending upon
your employer's direct deposit program.

o  The  Rockwood   Government   Direct   Deposit  Plan  allows  you  to  deposit
automatically  part or all of certain U.S.  Government  payments  into your Fund
account.  Eligible U.S.  Government  payments include Social  Security,  pension
benefits,  military or retirement benefits,  salary, veteran's benefits and most
other recurring payments.

     If you would like more  information on any of these Plans,  or the Rockwood
No-Fee  IRA,  we  would  be  pleased  to hear  from  you.  Just  call  toll-free
1-888-ROCKWOOD  and an Investor  Service  Representative  will be glad to assist
you, as always, without any obligation on your part.

     We appreciate and value your  confidence  and support,  and look forward to
buying many solid businesses at attractive prices for you in the years ahead.


Sincerely,


Ross H. Farmer


<PAGE>




THE ROCKWOOD GROWTH FUND, INC.

 SCHEDULE OF PORTFOLIO INVESTMENTS
 OCTOBER 31, 1996

    Shares           COMMON STOCKS (100%)                        Market Value

              AUTOMATIC CONTROLS FOR REGULATING ENVIRONMENTS (5.9%)
     2,600    Oak Industries, Inc.                                   $    65,975

              BIOLOGICAL PRODUCTS (3.0%)
     2,000    Lifecore Biomedical, Inc.*                                  33,625

              CABLE & OTHER PAY TELEVISION SERVICES (1.7%)
     1,500    Tele-Communications, Inc. Series A*                         18,656

              CRUDE PETROLEUM & NATURAL GAS (4.1%)
    12,500    Tipperary Corp.*                                            46,094

              COMPUTER INTEGRATED SYSTEMS DESIGN (6.2%)
     2,000    ICG Communications, Inc.*                                   37,500
    11,000    Sidus Systems, Inc.*                                        31,989
                                                                          ------
                                                                          69,489
              DRILLING OIL & GAS WELLS (5.0%)
     3,000    Noble Drilling Corp.*                                       55,875

              EDUCATIONAL (3.3%)
    11,000    Lab-Volt Systems, Inc.*                                     37,125

              FOREST & OFFICE PRODUCTS (5.0%)
     1,800    Boise Cascade Corp.                                         55,800

              METALWORKING MACHINERY & EQUIPMENT (5.7%)
    27,500    Devlieg-Bullard, Inc.*                                      63,594

              ORTHOPEDIC, PROSTHETIC & SURGICAL PRODUCTS (4.4%)
    23,500    Lifequest Medical, Inc.*                                    48,469

              PETROLEUM REFINING (3.9%)
     2,500    Horsham Corp.*                                              43,125

              RETAIL - EATING PLACES (7.2%)
     9,000    Host Marriott Services Corp.*                               79,875

              REAL ESTATE (4.9%)
     8,500    Blue Ridge Real Estate Company*                        $    54,719

              SERVICES - ALLIED TO MOTION PICTURE PRODUCTION (12.4%)
    13,200    Todd-AO Corp. Class A                                      138,600

              SERVICES - COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH (4.6%)
     1,000    Cygnus, Inc.*                                               14,375
     3,000    U.S. Diagnostic Inc.*                                       36,187
                                                                          ------
                                                                          50,562
              SERVICES - PREPACKAGED SOFTWARE (6.7%)
     9,000    Cimetrix Inc.*                                              74,250

              SURGICAL & MEDICAL INSTRUMENTS & APPARATUS (15.3%)
     6,000    Aksys, Ltd.*                                                51,750
    18,300    Innerdyne, Inc.*                                            55,471
    10,000    Quest Medical, Inc.*                                        63,750
                                                                          ------
                                                                         170,971
              TRUCKING (0.7%)
    35,000    U.S. Environmental Solutions, Inc.*                          7,654

              TOTAL INVESTMENTS (COST: $968,038) (100.0%)            $ 1,114,458


              * Indicates non-income producing security.



                          See   accompanying   notes  to   financial statements.






<PAGE>



THE ROCKWOOD GROWTH FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1996


ASSETS:
Investment at market value (cost: $968,038) (note 1)         $1,114,458
      Cash                                                       41,384
Receivables:
Investment securities sold                                       46,456
Fund shares sold                                                  2,145
Prepaid expenses                                                 10,484
Other assets                                                      5,928
                                                 TOTAL ASSETS 1,220,855

LIABILITIES:
Payables:
      Investment securities purchased                            15,250
Accrued expenses6,015

               TOTAL LIABILITIES                                 21,265

NET ASSETS:
(applicable to 49,491 outstanding shares: 100,000,000 shares of
$.10 par value authorized)$1,199,590


NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($1,199,590 / 49,491)                                                    $24.24


At  October  31,  1996  net  assets   consisted  of: 
Paid-in  capital                                                      $ 807,459
Accumulated net realized gain on investments                            245,711
 Net unrealized  appreciationon investments                             146,420
                                                                     $1,199,590

                                  See accompanying notes to financial statement







<PAGE>



THE ROCKWOOD GROWTH FUND, INC.
STATEMENT OF OPERATIONS
Year Ended October 31, 1996


INVESTMENT INCOME:
Dividends                                                          $  2,213
Interest                                                              1,359
Total investment incom0                                               3,572


EXPENSES:
Professional (note 3)                                                14,778
Registration (note 3)                                                12,300
Investment management (note 3)                                        8,497
Transfer agent                                                        4,509
Custodian                                                             3,737
Shareholder administration (note 3)                                   2,210
Distribution (note 3)                                                   613
Other                                                                 2,738
      Total expenses                                                 49,382
      Expenses reimbursed (note 3)                                  (21,014)
      Net expenses                                                   28,368
      Net invesment loss                                            (24,796)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain form security transactions                        253,710
Unrealized depreciation of investments during the period            (36,721)
Net realized and unrealized gain on investments                     216,989
Net increase in assets resulting from operations                   $192,193



                        See   accompanying   notes  to   financial statements.





<PAGE>



THE ROCKWOOD GROWTH FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31,


                                                              1996       1995
                                                              ----       ----
OPERATIONS:
Net investment                                         $   (24,796)     (12,922)
Net realized gain security transactions                     253,710      15,079
Unrealized appreciation (depreciation) of
investments during period                                   (36,721)     82,217
Net increase in assets resulting from operations             192,193     84,374


CAPITAL SHARE TRANSACTIONS:
Increase (decrease) in net assets resulting
from capital sansactions (a)                                   233,526 (24,658)
Total change in net assets                                     425,719  59,716

NET ASSETS:
Beginning of year                                             773,871  714,155
End of year (including accumulated deficit in
net investment 0f $44,589 in 1995)                         $1,199,590  773,871


(a)  Transactions in capital shares were as follows:

                                   1995                           1996
                          SHARES        VALUE          SHARES           VALUE

Shares sold               15,308     $412,362           1,780         $33,986
Shares redeemed          (7,125)    (178,836)         (3,467)        (58,644)
Net increase (decrease)    8,183     $233,526         (1,687)       $(24,658)

                                      See   accompanying   notes  to   financial
statements.




<PAGE>



(1) The Fund is registered under the Investment Company Act of 1940, as amended,
("1940 Act"), as a non-diversified,  open-end management investment company. The
investment objective of the Fund is capital appreciation. The Fund seeks capital
appreciation  by investing,  depending on the  assessment of economic and market
factors,  in equity  securities,  securities  convertible into common stocks and
preferred stocks. The following is a summary of significant  accounting policies
consistently   followed  by  the  Fund  in  the  preparation  of  its  financial
statements. With respect to security valuation,  securities traded on a national
securities  exchange and securities  traded on the Nasdaq National Market System
("NMS") are valued at the last  reported  sales price on the day the  valuations
are made. Such securities that are not traded on a particular day and securities
traded in the over-the counter market that are not on NMS are valued at the mean
between the current bid and asked prices.  Securities  for which  quotations are
not readily available and other assets are valued at fair value as determined in
good  faith by or under  the  direction  of the Board of  Directors.  Securities
denominated in foreign currencies are translated into U.S. dollars at prevailing
exchange  rates.  Investment  transactions  are  accounted for on the trade date
(date the order to buy or sell is executed).  Dividend income and  distributions
to  shareholders  are recorded on the  ex-dividend  date and interest  income is
recorded on the accrual basis. In preparing  financial  statements in conformity
with generally accepted  accounting  principles,  management makes estimates and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

(2) The Fund intends to comply with the  requirements  of the  Internal  Revenue
Code   applicable   to  regulated   investment   companies   and  to  distribute
substantially  all its taxable  investment income and net capital gains, if any,
after  utilization of any capital loss  carryforward,  to its  shareholders  and
therefore no Federal  income tax provision is required.  Based on Federal income
tax  cost of  $968,038,  gross  unrealized  appreciation  and  gross  unrealized
depreciation were $289,161 and $142,741, respectively at October 31, 1996.

(3) The Fund retains Rockwood Advisers,  Inc. (the "Investment  Manager") as its
Investment Manager. Under the Investment Management Agreement,  dated August 19,
1996, the Investment  Manager receives a management fee, payable monthly,  based
on the  average  daily net  assets of the Fund at the  annual  rate of 1% on the
first  $200  million,  .95% from $200  million to $400  million,  .90% from $400
million to $600 million,  .85% from $600 million to $800 million, .80% from $800
million to $1 billion  and .75% over $1  billion.  The  Investment  Manager  has
undertaken  that  the  operating  expenses  of the Fund  for  each  fiscal  year
(including management fees but excluding taxes, interest,  brokerage commissions
and distribution plan expenses),  expressed as a percentage of average daily net
assets,  will not exceed an annual rate of 2.5% of the first $30 million of such
assets,  2% of the next $70 million and 1.5% of the  remaining net assets and if
the Fund's expenses exceed such rates, the Investment Manager will reimburse the
Fund for any  excess,  although  the  Investment  Manager may  discontinue  this
undertaking at any time.  Reimbursement  for the year ended October 31, 1996 was
$21,014. Pursuant to the Investment Management Agreement, the Investment Manager
retains  Aspen  Securities  and  Advisory,  Inc.  (the  "Subadviser")  regarding
portfolio  investments.  Pursuant to the Subadvisory  agreement,  the Subadviser
advises and  consults  with the  Investment  Manager  regarding  the  selection,
clearing and  safekeeping  of the Fund's  portfolio  investments  and assists in
pricing and generally monitoring such investments.  The Subadviser also provides
the Investment Manager with advice as to allocating the Fund's portfolio assets,
among equities,  and other types of investments,  including  recommendations  of
specific investments.  The Investment Manager, not the Fund, pays the Subadviser
monthly a percentage of the Investment  Manager's net fees based upon the Fund's
performance  and net assets.  Certain  officers  and  directors  of the Fund are
officers and directors of the Investment  Manager and Investor  Service  Center,
Inc., the Fund's Distributor. For the year ended October 31, 1996, the Fund paid
$122 to Bull & Bear Securities,  Inc., an affiliate of the Investment Manager as
commissions for brokerage  services.  The Fund reimbursed the Investment Manager
$72 for providing certain administrative and accounting services at cost for the
year  ended  October  31,  1996.  The Fund has  adopted  a plan of  distribution
pursuant  to Rule 12b-1 under the 1940 Act (the  "Plan").  Pursuant to the Plan,
the Fund pays the Distributor a distribution fee in an amount of one-quarter of


<PAGE>



one percent per annum of the Fund's average daily net assets as compensation for
distribution  and service  activities.  The fee is  intended  to cover  personal
services provided to shareholders in the Fund and the maintenance of shareholder
accounts and all other activities and expenses  primarily  intended to result in
the sale of the Fund's shares.  Investor Service Center also received $2,210 for
shareholder  administration  services  which it provided to the Fund at cost for
the year ended  October 31, 1996.  Prior to August 19, 1996,  the Fund  retained
Aspen Securities and Advisory, Inc. ("Aspen") as its investment adviser. On that
date  at a  special  meeting  of the  Fund's  shareholders,  a  majority  of the
shareholders  approved all proposed matters including the Investment  Management
Agreement  with the Investment  Manager,  the  subadvisory  agreement with Aspen
described above, the new plan of distribution with the Distributor,  and elected
a new board of directors.

(4) Purchases  and proceeds of sales of  securities  other than short term notes
aggregated $617,906 and $436,292, respectively.

(5) The Fund has a committed bank line of credit. At October 31, 1996, there was
no balance  outstanding  and the interest rate was equal to the Federal  Reserve
Funds Rate plus 1.75 percentage points.

FINANCIAL HIGHLIGHTS
<TABLE>
                            YEARS ENDED OCTOBER 31,

<S>                                                      <C>           <C>            <C>          <C>        <C> 
PER SHARE DATA*                                          1996          1995           1994         1993       1992

Net asset value at beginning of period                    $18.73        $16.61         $16.32       $12.42       $11.32
Income from investment operations:
Net investment loss                                         (.56)         (.31)          (.22)        (.26)        (.12)
Net realized and unrealized gain
(loss) on investments                                       6.07          2.43            .51         4.16         1.22
Total from investment operations                            5.51          2.12            .29         3.90         1.10
Net asset value at end of period                          $24.24        $18.73         $16.61       $16.32       $12.42

TOTALRETURN                                                29.42%        12.76%          1.78%       31.40%        9.72%

RATIOS/SUPPLEMENTAL DATA

NET ASSETS AT END OF PERIOD (000's omitted)                $1,200           $774         $714         $738         $600

Ratio of expenses to average net assets(a)                  2.55%         2.30%          2.00%        2.81%        2.46%

Ratio of net investment loss to average
net assets (b)                                             (2.23%)       (1.77%)        (1.38%)      (1.67%)      (1.09%)

Portfolio turnover rate                                    42.48%        30.04%         18.26%       19.28%       13.28%

Average commission per share                                $.0562
</TABLE>


* Per share net investment  loss and net realized and unrealized  gain (loss) on
investments  have been computed using the average number of shares  outstanding.
These computations had no effect on net

     asset value per share.
(a)  Ratio prior to reimbursement by the manager was 4.44%,  3.00%, 2.82%, 2.90%
     and 2.49% for the years ended October 31, 1996,  1995, 1994, 1993 and 1992,
     respectively.
(b)  Ratio prior to reimbursement by the manager was (4.12%),  (2.47%), (2.20%),
     (1.76%) and (1.12%) for the years ended October 31, 1996,  1995, 1994, 1993
     and 1992, respectively.





The Board of Directors and Shareholders of The Rockwood Growth Fund, Inc.:

We have  audited the  accompanying  statement of assets and  liabilities  of The
Rockwood Growth Fund, Inc. including the schedule of portfolio investments as of
October 31, 1996,  and the related  statement of  operations,  the  statement of
changes in net  assets and the  financial  highlights  for the year then  ended.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial  statements and financial highlights based on our audit. The financial
statements  of The  Rockwood  Growth  Fund,  Inc.  as of and for the year  ended
October 31, 1995, were audited by other auditors whose report dated December 13,
1995, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included  confirmation of securities owned as of October 31, 1996, by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
Rockwood  Growth  Fund,  Inc.  as of  October  31,  1996,  the  results  of  its
operations,  the changes in its net assets, and the financial highlights for the
year then ended, in conformity with generally accepted accounting principles.

TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
November 14, 1996





<PAGE>


GROWTH OF $10,000 INVESTED NOV. 1, 1986 THROUGH OCT. 31, 1996

                                                                      Average
Fund/Index       Final Value              Total Return           Annual Return

Rockwood            $24,693                 146.93%                 9.46%
Russell 2000        $29,181                 191.81%                11.30%



PLOT POINTS

                11/86      87       88       89       90       91      92    
Rockwood        10000    9451    12654    14661     9683    11532   12652    
Russell 2000    10000    8636    10977    12687     9224    14630   16017    

                   93       94       95   11/96   
                16635    16920    19080   24693   
                21207    21141    25016   29181   
                                                  
                
The Russell 2000 is a small company  index that is unmanaged and fully  invested
in common  stocks.  The Fund  invests  in common  stocks  and may also own fixed
income securities and options.  The $10,000 Performance Graphs are from November
1, 1986 through  October 31, 1996 and results in each case reflect  reinvestment
of dividends and  distributions.  Past  performance  does not  guarantee  future
results.  Investment return will fluctuate,  so shares when redemed may be worth
more or less than their cost.  Dollar cost averaging does not assure a profit or
protect against loss in a declining market,  and investors should consider their
ability to make purchases when prices are low.

This report and the financial  statements contained herein are submitted for the
general  information  of  the  shareholders  of  the  Fund.  The  report  is not
authorized for distribution to prospective investors in the Fund unless preceded
or  accompanied  by an effective  Prospectus.  Investor  Service  Center,  Inc.,
Distributor.


<PAGE>

ROCKWOOD ACCOUNT APPLICATION

Use this Account Application to open a regular Rockwood account.  For a Rockwood
IRA Application, call 1-888-ROCKWOOD.


1.  REGISTRATION If you need assistance in completing this Account  Application,
please call 1-888-ROCKWOOD

INDIVIDUAL:

FIRST NAME                      MIDDLE INITIAL  LAST NAME SOCIAL SECURITY NUMBER
JOINT OWNER (IF ANY):

FIRST NAME                      MIDDLE INITIAL LAST NAME SOCIAL SECURITY NUMBER
Note:  Registration  will be Joint  Tenants with Right of  Survivorship,  unless
otherwise specified.

GIFT/TRANSFER TO A MINOR:
                                as Custodian for
NAME OF CUSTODIAN (ONLY ONE)    NAME OF MINOR (ONLY ONE)
under the                       Uniform Gifts/Transfers to Minors Act.
                             Custodian's State of Residence
                             Minor's Social Security Number                     
                             Minor's Date of Birth
CORPORATIONS, PARTNERSHIPS, TRUSTS AND OTHERS:

Name of Corporation, Partnership, or other Organization 
Name of Individual(s) Authorized to Act for the Corporation, Partnership, 
or other Organization

Tax I.D. Number     Name of Trustee(s)               Date of Trust Instrument

2.                         MAILING ADDRESS, TELEPHONE NUMBER, AND CITIZENSHIP

Street       City      State/Zip   Daytime Telephone      E-mail Address
Citizen of:(    ) U.S. (    ) Other:  Citizen of:    (    )U.S.    (    )Other:
Owner                                                            Joint Owner

3. AMOUNT INVESTED ($500 MINIMUM) Note: The $500 minimum  initial  investment is
waived if you elect to invest  through  th  Rockwood  Bank  Transfer  Plan,  the
Rockwood Salary Investing Plan,  and/or the Rockwood  Government  Direct Deposit
Plan (see Section 4).

Investment: $                   (    )By Check                   (    )By Wire
unt Number  Date+++ * Please make your check(s)  payable to ROCKWOOD and enclose
with this Application.
+ Indicate date on which money was wired.
++ Please call  1-888-ROCKWOOD to be assigned an account number before making an
initial investment by wire.

4.                              ROCKWOOD AUTOMATIC INVESTMENT PROGRAM
( ) ROCKWOOD  BANK  TRANSFER PLAN  Automatically  purchase  shares each month by
transferring the dollar amount you specify from your regular  checking  account,
NOW account,  or bank money market account.  Please attach a voided bank account
check.

Amount  $                  Day of month:   (    ) 10th      (    )
                                $50 Minimum

( ) ROCKWOOD SALARY INVESTING PLAN The enrollment form will be sent to the above
address  or call  1-888-ROCKWOOD  to  have  the  form  sent  to  your  place  of
employment.  ( ) ROCKWOOD  GOVERNMENT  DIRECT  DEPOSI PLAN Your  request will be
processed and you will receive the enrollment form.

5. DISTRIBUTIONS If no circle is checked, the Automatic  Compounding Option will
be assigned to reinvest  all  dividends  and  distributions  in your  account to
increase the shares you own.
( ) AUTOMATIC  COMPOUNDING  OPTION  Dividends  and  distributions  reinvested in
additional shares.
( ) PAYMENT OPTION ( ) Dividends in cash, distributions reinvested. 

6.                              INVESTMENTS AND REDEMPTIONS BY TELEPHONE
Shareholders  automatically  enjoy the  privilege of calling  1-888-ROCKWOOD  to
purchase  additional shares of Rockwood or to expedite a redemptionand  have the
proceeds  sent  directly  to their  address  or to their  bank  account,  unless
declined by checking the following  circle ( ). The Rockwood link with your bank
offers  flexible  access to your money.  Transfers  occur only when you initiate
them an may be made by either  bank  wire or bank  clearinghouse  transfer  with
Rockwood's  Electronic Funds Transfer service. To establish the Rockwood link to
your bank, please attach a voided check from your bank account.  One common name
must appear on your Rock

           7. SIGNATURE AND CERTIFICATION TO AVOID BACKUP WITHHOLDING
"I certify that I have received and read the prospectus for Rock
purchase its shares. I understand telephone  conversations with Investor Service
Center,  Inc.  ("ISC")  representatives  are recorded and hereby consent to such
recording.  I agree that  neither  the Fund nor ISC will be liable for acting on
instructions  believed  genuine  and under  reasonable  procedures  designed  to
prevent unauthorized transactions. I certify (1) the Social Security or taxpayer
identification  number  provided  above is correct,  and (2) I am not subject to
backup  withholding  because (a) I am exempt from backup  withholding,  or (b) I
have not been  notified by the IRS that I am subject to backup  withholding,  or
(c) I have  been  notified  by the IRS that I am no  longer  subject  to  backup
withholding."  (Please  cross  out  item 2 if it does not  apply  to  you.)  The
Internal  Revenue Service does not require your consent to any provision of this
document other than the certifications required to avoid backup withholding.

Signature of  (   ) Owner  (   ) Trustee   (   ) Custodian        Date    
Signature of Joint Owner (if any)                                 Date


PLEASE MAIL  THIS COMPLETED ACCOUNT APPLICATION TO:
INVESTOR SERVICE CENTER
BOX 419789
KANSAS CITY, MO  64141-6789.

ROCKWOOD
11 HANOVER SQUARE
NEW YORK, NY 10005


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