ROCKWOOD GROWTH FUND INC
N-30D, 1997-12-30
Previous: CAPSTEAD MORTGAGE CORP, 424B5, 1997-12-30
Next: ROCKWOOD GROWTH FUND INC, NSAR-B, 1997-12-30





Rockwood 1997 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 commenced 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 Program, $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.

Account Access
For Fund prospectuses and other investment information, call toll-free
1-888-503-FUND(3863)

For shareholder services by Direct Access, call toll-free
1-888-503-VOICE(8642)

Or, access the Fund on the Web at
www.rockwoodfund.com


<PAGE>



ROCKWOOD EASY ACCESS


For Shareholder Service and Information

Use our new,  free  service  giving  you  instant  24-hour  access  to your Fund
investment. Call 1-888-503-VOICE (8642). 

Rockwood Service and Information OnLine

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

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(and press 1)  or   visit
www.rockwoodfund.com.   

Market Information/Share Price 

For  closing  market information  and  the  Fund's  current  net  asset  value  
per share, dial 1-888-ROCKWOOD(and  press 2).

Investment Strategy and Market Update 

To hear Portfolio Manager Ross Farmer's report on Rockwood's current investment
strategy and views on market  conditions,  dial  1-888-ROCKWOOD  (and press 3).

Discount Brokers  

Rockwood  shares  (ticker symbol ROCKX) are available  through  leading
discount brokers, including Charles Schwab & Co., Fidelity Brokerage, Jack White
& Co., and Bull & Bear Securities, Inc.




<PAGE>



                   A Word From the Rockwood Portfolio Manager


Fellow Shareholders:
     We are very  pleased  to submit  this  Annual  Report  for our
fiscal year ended  October 31, 1997.  For the six months  since our  Semi-Annual
Report,  the Fund's total return was +32.41%,  and making up a small  decline in
the first  half,  was up  +27.55%  for the fiscal  year - a strong  back-to-back
result following the prior year's total return gain of +29.42%. In addition, the
Fund's results compare  favorably with  Morningstar's  Small Company Growth Fund
category, which had a total return for the year of +20.48%. 

                               Review and Outlook

     Our 1997 fiscal year benefited  from a "Goldilocks"  economy - not  too  
hot  and not too  cold - with  moderate  inflation,  rising  corporate
earnings,  a  relatively  steady  string of new highs in almost all stock market
indices,  and a period of low and stable interest rates,  despite the 0.25% hike
in rates by the Federal  Reserve in March,  ending one of the longest periods of
unchanged  rates in recent  history.  These market  factors,  and our investment
strategy of seeking value and growth  oriented  companies  using our proprietary
evaluation  techniques,  were the greatest contributors to the Fund's attractive
+27.55% total return for the year ended October 31, 1997.

     Looking  ahead,  we believe that in 1998 inflation will remain in check,
the economy will experience  generally  moderate levels of growth, and
securities markets will continue to exhibit above-average  volatility.  With the
combination  of  this  favorable   economic   background  and  our  strategy  of
consistently  seeking  long  term  capital  appreciation  from  a  portfolio  of
carefully selected equity securities, we expect the Fund will continue to return
above average results for its shareholders.

     To take advantage of this, we recommend  building your account on a regular
basis,  which can be done safely,  automatically  and  conveniently
through the Rockwood Bank Transfer Plan,  Rockwood Salary Investing Plan, and/or
the Rockwood  Government  Direct Deposit Plan.  For  information on any of these
free  services,  simply  give us a call and we will be  pleased  to help you get
started.

     We  appreciate  the  continued  confidence  and support of our
shareholders,  and will diligently continue our efforts to provide you with very
attractive investment results in the months and years ahead.


Sincerely,


Ross H. Farmer
December 15, 1997



<PAGE>




CHART: Rockwood Fund

Results of an initial investment of $10,000 with subsequent  investments of $100
a month  from  11/1/87  through  10/31/97  
with  all  distributions  reinvested. Investments for the period total $21,900.

PLOT POINTS:

11/1/87           10,000
10/31/88          14528.87
1989              18551.39
1990              13686.07
1991              15743.07
1992              21559.71
1993              25863.31
1994              27473.65
1995              37913.88
1996              46191.30
10/31/97          57505.19





<PAGE>




ROCKWOOD FUND, INC.

Schedule of Portfolio Investments
October 31, 1997

COMMON STOCKS (100.0%)
                  
                    Biological Products (6.2%)
         3,500      DepoTech Corp.*$                                     48,562
         3,000      Lifecore Biomedical, Inc.*                           62,250
                                                                        110,812


                    Cable &Other Pay Television Services (2.9%)
         4,000      On Command Corp.*                                    51,000


                    Communication Services (4.1%)
         8,000      Metro One Telecommunications*                        73,000


                    Crude Petroleum & Natural Gas (5.4%)
        16,000      Tipperary Corp.*                                     96,000


                    Cut Stone and Stone Products(2.1%)
         2,000      Rock of Ages Corp.*                                  38,000


                    Educational (3.9%)
        11,000      Lab-Volt Systems Inc.*                               68,750


                    Electromedical & Electrotherapeutic Apparatus (2.2%)
         5,000      InControl, Inc. *                                    38,750


                    Electronic Connectors (2.6%)
         1,600      Oak Industries Inc.*                                 45,900


                    Fire, Marine &Casualty Insurance (3.2%)
         4,000      Superior National Insurance Group, Inc.*             57,000


                    Measuring and Controlling Devices (2.3%)
         3,000      FARO Technologies, Inc.*                             40,875


                    Metalworking Machinery & Equipment (6.7%)
        27,500      Devlieg-Bullard, Inc.*                              118,594


                    Miscellaneous Electrical Machinery, 
                    Equipment & Supplies (2.5%)
         1,500      Evans & Sutherland Computer Corp.*                   45,000


<PAGE>


                    Orthopedic, Prosthetic & Surgical Products (6.2%)
        23,500      LifeQuest Medical, Inc.*                         $  110,891


                    Paper Mills (4.7%)
         2,400      Boise Cascade Corp.                                  83,100


                    Retail - Eating Places (7.2%)
         9,000      Host Marriott Services Corp.*                       128,250


                    Services - Allied to Motion Picture Production (4.9%)
         8,200      Todd-AO Corp. Class A                                87,125


                    Services - Computer Integrated Systems Design (1.9%)
         3,000      Mentor Graphics Corp. *                              32,812


                    Services - Help Supply Services (2.1%)
         3,000      Barrett Business Services, Inc.*                     37,875


                    Services - Miscellaneous Amusement &Recreation (6.0%)
         9,500      Blue Ridge Real Estate Company*                     106,875


                    Services - Prepackaged Software (2.2%)
        14,000      Cimetrix Inc.*                                       39,375


                    Surgical & Medical Instruments & Apparatus (14.0%)
         8,000      Aksys, Ltd.*                                         74,000
        26,500      Innerdyne, Inc.*                                     92,750
        10,000      Quest Medical, Inc.*                                 82,500
                                                                        249,250


                    Wholesale - Drugs, Proprietaries &Druggists' Sundries (3.1%)
         3,600      Priority Healthcare Corp. Class B*                   55,800


                    Wholesale - Motor Vehicle Parts & Accessories (3.6%)
         1,500      Federal-Mogul Corp.                                  63,469
                  

                    TOTAL INVESTMENTS(cost: $1,406,644)(100.0%)      $1,778,503


* Indicates non-income producing security.

     See accompanying notes to financial statements.


<PAGE>



ROCKWOOD FUND, INC.


Statement of Assets and Liabilities
October 31, 1997


ASSETS:
          Investments at market value (cost: $1,406,644)(note 1)      $1,778,503
          Cash                                                            62,787
          Receivables:
               Fund shares sold                                              500
          Other assets                                                       301
                    
                    Total assets                                       1,842,091

LIABILITIES:
          Payables:
               Investment securities purchased                            27,372
               Fund shares redeemed                                        8,722
          Accrued expenses                                                35,062
                    
                    Total liabilities                                     71,156

NET ASSETS:
          (applicable to 71,061 outstanding shares: 1,000,000,000 shares of
          $.01 par value authorized)                                  $1,770,935

NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
          ($1,770,935 / 71,061)                                           $24.92

At October 31, 1997 net assets consisted of:
          Paid-in capital                                             $1,283,046
          Accumulated net realized gain on investments                   116,030
          Net unrealized appreciation on investments                     371,859
         
                                                                      $1,770,935

See accompanying notes to financial statements.


<PAGE>



ROCKWOOD FUND, INC.

Statement of Operations
Year Ended October 31, 1997

INVESTMENT INCOME:
          Dividends                                                       $2,187

EXPENSES:
          Transfer agent                                                  53,590
          Registration (note 3)                                           21,218
          Investment management (note 3)                                  13,876
          Professional (note 3)                                           13,714
          Shareholder administration (note 3)                             13,641
          Printing                                                        12,130
          Custodian                                                        5,156
          Distribution (note 3)                                            3,466
          Directors                                                          283
          Other                                                            8,305
               Total expenses                                            145,379
               Expenses reimbursed (note 3)                            (106,359)
               Net expenses                                               39,020
               Net investment loss                                      (36,833)

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
          Net  realized   gain  from   security   transactions           153,338
          Unrealized  appreciation  of  investments  
          during  the  period                                            225,439
          Net  realized  and  unrealized  gain  on  investments          378,777
          Net increase in net assets  resulting from  operations        $341,944


See accompanying notes to financial statements.


<PAGE>



ROCKWOOD FUND, INC.

Statements of Changes in Net Assets
For the years ended October 31,

                                                          1997           1996
OPERATIONS:
     Net investment loss                              $ (36,833)      $ (24,796)
     Net realized gain from security transactions       153,338         253,710
     Unrealized appreciation (depreciation) of
          investments during the period                 225,439         (36,721)
     Net increase in net assets resulting from 
          operations                                    341,944         192,193

DISTRIBUTIONS TO SHAREHOLDERS:
     Distributions from capital gains($4.90 per share) (246,186)          --

CAPITAL SHARE TRANSACTIONS:
     Increase in net assets resulting from
          capital share transactions (a)                475,587         233,526
     Total change in net assets                         571,345         425,719

NET ASSETS:
     Beginning of year                                1,199,590         773,871
     End of year                                     $1,770,935      $1,199,590


(a)  Transactions in capital shares were as follows:

                                  Shares        Value      Shares        Value
Shares sold                       24,462      $567,430     15,308      $412,362
Shares issued in reinvestment 
of distributions                  12,073       245,800       --            --
Shares redeemed                  (14,965)     (337,643)    (7,125)     (178,836)
Net increase                      21,570      $475,587      8,183      $233,526


See accompanying notes to financial statements.


<PAGE>


Notes to Financial Statements


(1) The Fund is a Maryland  corporation  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  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  $1,406,644,  gross  unrealized  appreciation  and gross  unrealized
depreciation were $419,085 and $47,226, respectively at October 31, 1997.


(3) The Fund retains Rockwood Advisers,  Inc. (the "Investment  Manager") as its
Investment Manager.  Under the Investment Management  Agreement,  dated February
27, 1997, 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
agreed to waive all or part of its fee or  reimburse  the Fund monthly if and to
the  extent  the  aggregate  operating  expenses  of the  Fund  exceed  the most
restrictive limit imposed by any state in which shares of the Fund are qualified
for  sale,  although  currently  the Fund is not  subject  to any  such  limits.
Voluntary  reimbursement  for the year  ended  October  31,  1997 was  $106,359,
although there can be no assurance such voluntary reimbursement will continue in
subsequent  years.  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


<PAGE>



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,
1997,  the Fund paid $859 to Bull & Bear  Securities,  Inc., an affiliate of the
Investment  Manager as commissions for brokerage  services.  The Fund reimbursed
the Investment Manager $583 for providing certain  administrative and accounting
services  at cost for the year ended  October 31,  1997.  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 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  $13,641 for shareholder  administration  services which it
provided  to the Fund at cost for the year  ended  October  31,  1997.  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 $883,706 and $598,438, respectively.

(5) The Fund has a committed bank line of credit. At October 31, 1997, there was
no balance  outstanding  and the interest rate was equal to the Federal  Reserve
Funds Rate plus 1.00 percentage points. For the year ended October 31, 1997, the
weighted  average  interest rate was 6.44% based on the balance  outstanding and
the weighted average amount outstanding was $1,204.



<PAGE>


Financial Highlights

<TABLE>
<CAPTION>

                                                         Years Ended October 31,
<S>                                                <C>        <C>         <C>       <C>        <C> 
PER SHARE DATA*                                    1997       1996        1995      1994       1993

     Net asset value at beginning of period       $24.24     $18.73      $16.61    $16.32     $12.42
     Income from investment operations:
     Net investment loss                            (.59)      (.56)       (.31)     (.22)      (.26)
          Net realized and unrealized gain
          on investments                            6.17       6.07        2.43       .51       4.16
               Total from investment operations     5.58       5.51        2.12       .29       3.90
     Less distributions:
          Distributions from net realized gain
          on investments                           (4.90)       -           -         -          -
               Total distributions                 (4.90)       -           -         -          -
     Net asset value at end of period             $24.92     $24.24      $18.73    $16.61     $16.32
     TOTAL RETURN                                  27.55%     29.42%      12.76%     1.78%     31.40%


RATIOS/SUPPLEMENTAL DATA


     Net assets at end of period (000's)          $1,771     $1,200      $774      $714       $738
     Ratio of expenses to average net assets(a)    2.81%      2.55%      2.30%     2.00%      2.81%
     Ratio of net investment loss to average
     net assets (b)                               (2.65%)    (2.23%)    (1.77%)   (1.38%)    (1.67%)
     Portfolio turnover rate                      44.00%     42.48%     30.04%    18.26%     19.28%
     Average commission per share                 $.0454     $.0562
</TABLE>


* Per share net investment loss and net realized and unrealized gain 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 10.47%,  4.44%, 3.00%, 2.82%,
and 2.90% for the years ended  October 31, 1997,  1996,  1995,  1994,  and 1993,
respectively.

(b)Ratio prior to reimbursement by the manager was (10.31%), (4.12%), (2.47%), 
(2.20%), and (1.76%) for the years ended October 31, 1997,  1996,  1995, 1994,
and 1993, respectively.



<PAGE>



Report of Independent Certified Public Accountants


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

            We have audited the accompanying statement of assets and liabilities
of Rockwood Fund, Inc. (formerly "The Rockwood Growth Fund, Inc.") including the
schedule  of  portfolio  investments  as of October  31,  1997,  and the related
statement of operations for the year then ended and, the statement of changes in
net assets and the  financial  highlights  for each of the two years 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 audits. The financial
statements of Rockwood 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  audits 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, 1997, 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 audits provide 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 Rockwood  Fund,  Inc.  as of October  31,  1997,  the results of its
operations  for the year then  ended,  the  changes in its net  assets,  and the
financial  highlights  for each of the two years in the period  then  ended,  in
conformity with generally accepted accounting principles.

            TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
November 20, 1997



<PAGE>



Growth of $10,000 Investments
November 1, 1987 through October 31, 1997


Fund/Index        Final Value            Total Return          Annualized Return

Rockwood          $33,327                233.27%               12.79%

Russell 2000      $43,704                337.04%               15.89%


CHART: PLOT POINTS
Year              Rockwood Fund          Russell 2000 Index
11/1/87           10,000                 10,000
1988              13,389                 12,711
1989              15,513                 14,691
1990              10,246                 10,681
1991              12,202                 16,941
1992              13,388                 18,547
1993              17,602                 24,557
1994              17,904                 24,481
1995              20,189                 28,968
1996              26,129                 33,790
10/31/9797        33,327                 43,704

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, 1987 through  October 31, 1997 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 redeemed 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.

Average  annual  total  return for the periods  ended  10/31/97 for one year was
+27.55%,  for the past  three  years was  +23.01%,  for the past five  years was
+20.01%, and for the past ten years was +12.79%.

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.  Return this completed Account Application
in the enclosed envelope or mail to:
Investor Service Center, Box 419789, Kansas City, MO 64141-6789.

1. Registration  If you need assistance in completing this Account Application, 
                 please call 1-888-503-3863

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

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


<PAGE>



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 the 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
                                    Date +        Assigned Account Number ++

*  Please make your check(s) payable to Rockwood and enclose with this
   Application.
+  Indicate date on which money was wired.
++ Please call 1-888-503-3863 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   (    ) 15th   (    ) 20th
            $50 Minimum

( ) Rockwood Salary Investing Plan The enrollment form will be sent to the above
address  or call  1-888-503-3863  to  have  the  form  sent  to  your  place  of
employment.  
( ) Rockwood  Government  Direct  Deposit Plan Your request will be
processed and you will receive the enrollment form.

<PAGE>



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 o Dividends and distributions reinvested in 
                                      additional shares.
(    ) Payment Option (   )t Dividends in cash, distributions reinvested.   
                      (   ) Dividends and distributions in cash.

6.        Investments and Redemptions by Telephone
Shareholders automatically enjoy the privilege of calling 1-888-503-VOICE (8642)
to purchase  additional  shares of Rockwood or to expedite a redemption and 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 and 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 Rowood account and bank account.

7.       Signature and Certification to Avoid Backup Withholding
"I certify that I have received and read the prospectus  for Rockwood,  agree to
its terms,  and have the legal  capacity to 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


Rockwood
11 Hanover Square
New York, NY 10005



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission