Rockwood
Prospectus Dated March 1, 1998
Rockwood Fund, Inc. ("Fund") seeks long term capital appreciation. This
objective will be pursued through investment in common stocks. There is no
assurance that the Fund will achieve its objective.
Newspaper Listing Shares of the Fund are sold at the net asset value per share
as shown daily in the mutual fund section of newspapers nationwide under the
heading "Rockwood."
This prospectus contains information you should know about the Fund before you
invest. Please keep it for future reference. The Fund's Statement of Additional
Information, dated March 1, 1998, has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated by reference in this prospectus.
It is available at no charge by calling toll-free at 1-888-ROCKWOOD. The SEC
maintains a Web site (http://www.sec.gov) that contains the Fund's Statement of
Additional Information, material incorporated by reference, and other
information regarding registrants that file electronically with the SEC, as does
the Fund. The Fund is an open-end non-diversified no-load management investment
company. Shares of the Fund are not bank deposits or obligations of, or
guaranteed or endorsed by any bank or any affiliate of any bank, and are not
Federally insured by, obligations of or otherwise supported by the U.S.
Government, the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other agency.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
EXPENSE TABLES The tables and example below are designed to help you understand
the various costs and expenses that you will bear directly or indirectly as an
investor in the Fund.
SHAREHOLDER TRANSACTION EXPENSES ANNUAL FUND OPERATING EXPENSES
Sales Load Imposed on (as a percentage of average net assets)
Purchases..............NONE
Sales Load Imposed on Management Fees (after waiver)... .00%
Reinvested Dividends...NONE
Deferred Sales Load....NONE 12b-1 Fees....................... .25%
Redemption Fee within Other Expenses (after
30 days of purchase....1.00% reimbursement) .................. 2.56%
Redemption Fee after Total Fund Operating Expenses (after
30 days of purchase....NONE waiver and reimbursement)........ 2.81%
=====
Exchange Fees..........NONE
EXAMPLE 1 year 3 years 5 years 10 years
------ ------- ------- --------
You would pay the following expenses $28 $87 $148 $314
on a $1,000 investment, assuming
a 5% annual return and a redemption
at the end of each time period.........
The example set forth above assumes (i) reinvestment of all dividends and other
distributions and (ii) a 5% annual rate of return as required by the SEC. The
example is an illustration only and should not be considered an indication of
past or future returns and expenses. Actual returns and expenses may be greater
or less than those shown. The percentages given for Annual Fund Operating
Expenses are based on the Fund's operating expenses and average daily net assets
during its fiscal year ended October 31, 1997. Without the reimbursement of
management fees and other expenses, Management Fees, Other Expenses and Total
Fund Operating Expenses would have been 1.00%, 9.22% and 10.47%, respectively,
of average net assets. Long term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc.'s ("NASD") rules regarding investment
companies. "Other Expenses" includes amounts payable to the Fund's Custodian and
Transfer Agent and reimbursable to the Investment Manager and the Distributor
for certain administrative and shareholder services, and does not include
interest expense from bank borrowing.
Financial Highlights are presented below for a share of capital stock
outstanding throughout each period. The following information is supplemental to
the Fund's financial statements and report thereon of Tait, Weller & Baker,
independent accountants, appearing in the October 31, 1997 Annual Report to
Shareholders and incorporated by reference in the Statement of Additional
Information. The Fund's financial statements for periods prior to 1996 were
audited by other auditors whose reports thereon expressed unqualified opinions
on those statements. This table should be read in conjunction with the Fund's
financial statements and the notes thereto.
<PAGE>
<TABLE>
<CAPTION>
YEARS ENDED OCTOBER 31,
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE DATA 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value at
beginning of period......... $24.24 $18.73 $16.61 $16.32 $12.42 $11.32 $9.56 $14.96 $13.05 $ 9.93
------ ------ ------ ------ ------ ------ ----- ------ ------ ------
Income from investment
operations:
Net investment income(loss) (.59) (.56) (.31) (.22) (.26) (.12) (.01) .03 (.01) .01
Net realized and
unrealized gain (loss)
on investments......... 6.17 6.07 2.43 .51 4.16 1.22 1.83 (4.93) 2.06 3.30
---- ---- ---- ----- ---- ---- ---- ----- ---- ----
Total from investment
operations............. 5.58 5.51 2.12 .29 3.90 1.10 1.82 (4.90) 2.05 3.31
---- ---- ---- ----- ---- ---- ----- ------ ---- ----
Less distributions:
Distributions from net
investment income........ .00 .00 .00 .00 .00 .00 (0.06) 0.00 0.00 (0.19)
Distributions from net
realized gain............ (4.90) 0.00 0.00 0.00 0.00 0.00 0.00 (0.50) (0.14) 0.00
------ ---- ---- ---- ---- ---- ---- ------ ------ ----
Total distributions...... (4.90) .00 .00 .00 .00 .00 (0.06) (0.50) (0.14) (0.19)
------ ---- ---- ---- ---- ---- ------ ------ ------ ------
Net asset value at
end of period............... $24.92 $24.24 $18.73 $16.61 $16.32 $12.42 $11.32 $9.56 $14.96 $13.05
------ ------ ------ ------ ------ ------ ------ ----- ------ ------
TOTAL RETURN................ 27.55% 29.42% 12.76% 1.78% 31.40% 9.72% 19.04% (32.75%) 15.71% 33.33%
------ ------ ------ ------ ------ ------ ------ -------- ------ ------
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period $1,770,935 $1,199,590 $773,871 $714,155 $737,962 $599,582 $876,782 $865,459 $1,544,824 $722,172
Ratio of expenses to
average net assets(a)....... 2.81% 2.55% 2.30% 2.00% 2.81% 2.46% 2.15% 1.83% 1.81% 2.01%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
Ratio of net investment
income to average net
assets(b)................... (2.65%) (2.23%) (1.77)% (1.38)% (1.67%) (1.09%) (.15%) .25% (.09%) .07%
======= ======= ======= ======= ======= ======= ====== ===== ====== =====
Portfolio turnover rate..... 44.00% 42.48% 30.04% 18.26% 19.28% 13.28% 14.35% 37.51% 55.83% 42.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Average commission per share $.0454 $.0562
====== ======
</TABLE>
(a) Ratio prior to reimbursement by the Investment Manager was 10.47%, 4.44%,
3.00%, 2.82%, 2.90%, 2.49%, 2.15%, 1.83%, 1.81%, and 2.01% for the periods ended
October 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990, 1989, and 1988,
respectively.
(b) Ratio prior to reimbursement by the Investment Manager was (10.31%),
(4.12%), (2.47%), (2.20%), (1.76%), (1.12%), (.15%), .25%, (.09%), and .07% for
the periods ended October 31, 1997, 1996, 1995, 1994, 1993, 1992, 1991, 1990,
1989, and 1988, respectively.
<PAGE>
TABLE OF CONTENTS
Expense Tables 2
Financial Highlights 2
The Fund's Investment Program 4
How to Purchase Shares 6
Shareholder Services 8
How to Redeem Shares 9
Distributions and Taxes 11
Determination of Net Asset Value 12
Investment Manager 12
Distribution of Shares 13
Performance Information 13
Capital Stock 14
Custodian and Transfer Agent 14
THE FUND'S INVESTMENT PROGRAM
The Fund's investment objective is long term capital appreciation. The Fund
seeks to achieve this objective by investing primarily in equity securities. Any
income which the Fund earns is incidental to its objective of capital
appreciation. The risks associated with an investment in the Fund are those
related to fluctuations in the market value of the Fund's portfolio. The Fund is
not intended for investors who have as their primary objective conservation of
capital.
The Fund will purchase primarily common stocks, which will be selected generally
for their potential for long term capital appreciation and not dividend yield.
The Fund retains the flexibility to respond promptly to changes in market and
economic conditions and the Investment Manager may employ a temporary defensive
investment strategy if it determines such a strategy to be warranted. Under a
defensive strategy, the Fund may hold cash and/or invest any portion or all of
its assets in high quality money market instruments of U.S. or foreign
government or corporate issuers. To the extent the Fund adopts a temporary
defensive posture, it will not be invested so as to directly achieve its
investment objective. In addition, pending investment of proceeds from new sales
of Fund shares or in order to meet ordinary daily cash needs, the Fund may hold
cash and may invest in foreign or domestic high quality money market
instruments. Money market instruments in which the Fund may invest include U.S.
or foreign government securities, high grade commercial paper, bank certificates
of deposit, bankers' acceptances, and repurchase agreements relating to any of
the foregoing.
Equity Securities. Equity securities involve greater risk of loss of income than
debt securities because issuers are not obligated to pay dividends. In addition,
equity securities are subordinate to debt securities, and are more subject to
changes in economic and industry conditions and in the financial condition of
the issuers of such securities.
<PAGE>
Small Capitalization Companies. The Fund may invest in companies that are small
or thinly capitalized, and may have a limited operating history. As a result,
investment in these securities involves greater risks and may be considered
speculative. For example, such companies may have more limited product lines,
markets or financial resources than companies with larger capitalizations, and
may be more dependent on a small management group. In addition, the securities
of such companies may trade less frequently and in smaller volume, and may be
subject to more abrupt or erratic price movements, than securities of large
companies. The Fund's positions in securities of such companies may be
substantial in relation to the market of such securities. Accordingly, it may be
difficult for the Fund to dispose of securities of these companies at prevailing
market prices. Full development of these companies takes time, and for this
reason the Fund should be considered a long term investment and not a vehicle
for seeking short term profit. The securities of small or thinly capitalized
companies may also be more sensitive to market changes than the securities of
large companies. Such companies may not be well known to the investing public
and may not have institutional ownership. Such companies may also be more
vulnerable than larger companies to adverse business or economic developments.
Lending. Pursuant to an agency arrangement with an affiliate of its Custodian,
the Fund may lend portfolio securities or other assets through such affiliate
for a fee to other parties. The Fund's agreement requires that the loans be
continuously secured by cash, securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, or any combination of cash and
such securities, as collateral equal at all times to at least the market value
of the assets lent. Including such collateral as part of the Fund's total
assets, the securities on loan are not to exceed one-third of its total assets.
There are risks to the Fund of delay in receiving additional collateral and
risks of delay in recovery of, and failure to recover, the assets lent should
the borrower fail financially or otherwise violate the terms of the lending
agreement. Loans will be made only to borrowers deemed to be creditworthy. Any
loan made by the Fund will provide that it may be terminated by either party
upon reasonable notice to the other party.
Other Information. The Fund is "non-diversified," as defined in the Investment
Company Act of 1940, as amended ("1940 Act"), but intends to continue to qualify
as a regulated investment company under the Internal Revenue Code of 1986, as
amended the "Code" ("RIC") for Federal income tax purposes. This means, in
general, that more than 5% of the Fund's total assets may be invested in the
securities of one issuer (including a foreign government), but only if at the
close of each quarter of the Fund's taxable year, the aggregate amount of such
holdings is less than 50% of the value of its total assets and no more than 25%
of the value of its total assets is invested in the securities of a single
issuer. To the extent that the Fund's portfolio at times may include the
securities of a smaller number of issuers than if it were "diversified," as
defined in the 1940 Act, the Fund may at such times be subject to greater risk
with respect to its portfolio securities than an investment company that invests
in a broader range of securities, in that changes in the financial condition or
market assessment of a single issuer may cause greater fluctuation in the Fund's
total return. The Fund may invest up to 15% of its net assets in illiquid
securities, including repurchase agreements with a maturity of more than seven
days. Illiquid securities may be more difficult to value than more widely traded
securities and the prices realized from the sales of illiquid securities may be
less than if such securities were more widely traded. The Fund may borrow money
from banks for temporary or emergency purposes (not for leveraging or
investment) and engage in reverse repurchase agreements, but not in excess of an
<PAGE>
amount equal to one third of the Fund's total net assets. The Fund may not
purchase securities for investment while any bank borrowing equaling more than
5% of its total assets is outstanding.
The Fund has adopted certain investment restrictions set forth in the
Statement of Additional Information that are fundamental and may not be changed
without shareholder approval. The Fund's other investment policies, including
its investment objective, are not fundamental and may be changed by the Board of
Directors without shareholder approval.
HOW TO PURCHASE SHARES
The Fund's shares are sold on a continuing basis at net asset value (see
"Determination of Net Asset Value"). The minimum initial investment is $1,000
for regular and Uniform Gifts/Transfers to Minors Act custody accounts, $1,000
for traditional deductible individual retirement accounts ("IRAs"), Roth IRAs,
simplified employee pension plan IRAs ("SEP- IRAs"), savings incentive match
plan for employee IRAs ("SIMPLE IRAs"), rollover IRAs, 403(b) plan accounts, and
$500 for Education IRAs. The minimum subsequent investment is $100. The initial
investment minimums are waived if a shareholder elects to invest $100 or more
each month in the Fund through the Rockwood Automatic Investment Program (see
"Additional Investments" below).
Initial Investment. The Account Application that accompanies this prospectus
should be completed, signed and, with a check or other negotiable bank draft
drawn to the order of Rockwood Fund, mailed to Investor Service Center, Box
419789, Kansas City, MO 64141- 6789. Initial investments also may be made by
having your bank wire money, as set forth below, in order to avoid mail delays.
Additional Investments. Additional investments may be made conveniently at any
time by any one or more of the following methods:
o Rockwood Automatic Investment Program. With the Rockwood Automatic
Investment Program, you can establish a convenient and affordable long term
investment program through one or more of the Plans explained below. Each Plan
is designed to facilitate an automatic monthly investment of $100 or more into
your Fund account.
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.
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.
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.
<PAGE>
For more information concerning these Plans, or to request the necessary
authorization form(s), please call Investor Service Center toll-free at
1-888-ROCKWOOD. You may modify or terminate the Bank Transfer Plan at any time
by written notice received at least 10 days prior to the scheduled investment
date. To modify or terminate the Salary Investing Plan or Government Direct
Deposit Plan, you should contact, respectively, your employer or the appropriate
U.S. Government agency. The Fund reserves the right to redeem any account if
participation in the Program is terminated and the account's value is less than
$1000. The Program and the Plans do not assure a profit or protect against loss
in a declining market, and you should consider your ability to make purchases
when prices are low.
o Check. Mail a check or other negotiable bank draft ($100 minimum), drawn
to the order of Rockwood Fund, together with a Rockwood FastDeposit form to
Investor Service Center, Box 419789, Kansas City, MO 64141-6789. If you do not
use that form, please send a letter indicating the account number to which the
subsequent investment is to be credited, and name(s) of the registered owner(s).
o Electronic Funds Transfer (EFT). With EFT, you may purchase additional
Fund shares quickly and simply, just by calling Investor Service Center
toll-free at 1-888-ROCKWOOD. The bank you designate on your Account Application
or Authorization Form will be contacted to arrange for the EFT, which is done
through the Automated Clearing House system, to your Fund account. For requests
received by 4 p.m., eastern time, the investment will be credited to your Fund
account ordinarily within two business days. There is a $100 minimum for each
EFT investment. Your designated bank must be an Automated Clearing House member
and any subsequent changes in bank account information must be submitted in
writing with a voided check.
o Federal Funds Wire. You may wire money, by following the procedures set
forth below, to receive that day's net asset value per share.
Investing by Wire. For an initial investment by wire, you must first telephone
Investor Service Center toll-free at 1-888-ROCKWOOD, to give the name(s) under
which the account is to be registered, tax identification number, the name of
the bank sending the wire, and to be assigned a Rockwood Fund account number.
You may then purchase shares by requesting your bank to transmit immediately
available funds ("Federal funds") by wire to: United Missouri Bank NA, ABA
#10-10-00695; for Account 98-7052-724-3; Rockwood Fund. Your account number and
name(s) must be specified in the wire as they are to appear on the account
registration. You should then enter your account number on your completed
Account Application and promptly forward it to Investor Service Center, Box
419789, Kansas City, MO 64141-6789. This service is not available on days when
the Federal Reserve wire system is closed. Subsequent investments by wire may be
made at any time without having to call Investor Service Center by simply
following the same wiring procedures.
Shareholder Accounts. When you invest in the Fund, your account will be credited
with all full and fractional shares (to three decimal places), together with any
dividends and other distributions that are paid in additional shares (see
"Distributions and Taxes"). The Fund no longer issues stock certificates. For
joint tenant accounts, any account owner has the authority to act on the account
without notice to the other account owners. Investor Service Center in its sole
<PAGE>
discretion and for its protection may, but is not obligated to, require the
written consent of all account owners of a joint tenant account prior to acting
upon the instructions of any account owner. You will receive transaction
confirmations upon purchasing or selling shares.
When Orders are Effective. The purchase price for Fund shares is the net asset
value of such shares next determined after receipt of a purchase order in proper
form. All purchases are accepted subject to collection at full face value in
Federal funds. Checks must be drawn to the order of Rockwood Fund in U.S.
dollars on a U.S. bank. No third party checks will be accepted and the Fund
reserves the right to reject any order for any reason. Accounts are charged $30
by the Transfer Agent for submitting checks for investment which are not honored
by the investor's bank. The Fund may in its discretion waive or lower the
investment minimums.
SHAREHOLDER SERVICES
You may modify or terminate your participation in any of the Fund's special
plans or services at any time. Shares or cash should not be withdrawn from any
tax-advantaged retirement plan described below, however, without consulting a
tax adviser concerning possible adverse tax consequences. Additional information
regarding any of the following services is available from Investor Service
Center by calling toll-free at 1-888-ROCKWOOD.
Electronic Funds Transfer (EFT). You automatically have the privilege of linking
your bank account designated on your Account Application or Authorization Form
and your Fund account with Rockwood's EFT service. With EFT, you use the
Automated Clearing House system to electronically transfer money quickly and
safely between your bank and Fund accounts. EFT may be used for purchasing and
redeeming Fund shares, direct deposit of dividends into your bank account, the
Automatic Investment Program, the Systematic Withdrawal Plan, and systematic IRA
distributions. You may decline this privilege by checking the indicated blank on
the Account Application. Any subsequent changes in bank account information must
be submitted in writing (and the Fund may require the signature to be
guaranteed), with a voided check.
Systematic Withdrawal Plan. If you own Fund shares with a value of at least
$20,000 you may elect an automatic monthly or quarterly withdrawal of cash from
your Fund account in fixed dollar, share, or percentage amounts, subject to a
minimum amount of $100. Under the Systematic Withdrawal Plan, all dividends and
other distributions, if any, are reinvested in the Fund. Assignment. Fund shares
may be transferred to another owner. Instructions are available from Investor
Service Center by calling toll-free at 1-888-ROCKWOOD.
Tax-Advantaged Retirement Plans. Through Investor Service Center, investors may
establish any of the following Rockwood IRAs or retirement accounts: traditional
deductible IRAs, Roth IRAs, SEP-IRAs, SIMPLE IRAs, 403(b) plans and Education
IRAs. For more information on any of the plans, please call Investor Service
Center toll-free at 1-888-ROCKWOOD.
The minimum initial investment to establish a Rockwood Education IRA is
$500. The minimum initial investment to establish any other Rockwood IRA or
retirement account is $1,000.
<PAGE>
Minimum subsequent investments are $100. The initial minimum investments
are waived if you elect to invest $100 or more each month in the Fund through
the Rockwood Automatic Investment Program. There are no set-up fees for any
Rockwood IRA or retirement account. Subject to change on 30 days' notice, the
plan custodian charges Rockwood IRAs (excluding Rockwood Education IRA) and
retirement accounts a $10 annual fiduciary fee, $10 for each distribution prior
to age 59 1/2, and a $20 plan termination fee; however, your annual fiduciary
fee is waived if your Rockwood IRA or retirement account has assets of $10,000
or more or if you invest regularly through the Rockwood Automatic Investment
Program.
HOW TO REDEEM SHARES
Generally, you may redeem by any of the methods explained below. Requests for
redemption should include the following information: your account registration
information including address, account number and taxpayer identification
number; dollar value, number or percentage of shares to be redeemed; how and to
where the proceeds are to be sent; if applicable, the bank's name, address, ABA
routing number, bank account registration and account number, and a contact
person's name and telephone number; and your daytime telephone number.
By Mail. You may request that the Fund redeem any amount by submitting a written
request to Investor Service Center, Box 419789, Kansas City, MO 64141-6789,
signed by the record owner(s). If the written request is sent to the Fund, it
will be forwarded to the above address.
By Telephone. You may telephone Investor Service Center toll-free at 1-888-
ROCKWOOD, to expedite redemption of Fund shares.
o You may redeem as little as $250 worth of shares by requesting Electronic
Funds Transfer (EFT) service. With EFT, you can redeem Fund shares quickly and
conveniently because Investor Service Center will contact the bank designated on
your Account Application or Authorization Form to arrange for the electronic
transfer of your redemption proceeds (through the Automated Clearing House
system) to your bank account. EFT proceeds are ordinarily available in your bank
account within two business days.
o If you are redeeming $1,000 or more worth of shares, you may request that
the proceeds be mailed to your address of record or mailed or wired to your
authorized bank.
Telephone requests received on Fund business days by 4 p.m. eastern time,
will be redeemed from your account that day, and if received after 4 p.m.,
eastern time, on the next Fund business day. Any subsequent changes in bank
account information must be submitted in writing, signature guaranteed, with a
voided check. Redemptions by telephone may be difficult or impossible to
implement during periods of rapid changes in economic or market conditions.
Redemption Price and Fees. The redemption price is the net asset value per share
next determined after receipt of the redemption request in proper form. The Fund
is designed as a long term investment, and short term trading is discouraged.
Accordingly, if shares of the Fund held for 30 days or less are redeemed or
exchanged, the Fund will deduct a redemption fee equal to one percent of the net
asset value of shares redeemed or exchanged. The fee will be retained by the
Fund and used to offset the transaction costs that short term trading imposes on
the Fund
<PAGE>
and its shareholders. If an account contains shares with different holding
periods (i.e. some shares held 30 days or less, some shares held 31 days or
more), the shares with the longest holding period will be redeemed first to
determine if the Fund's redemption fee applies. Shares acquired through the
reinvestment of dividends and other distributions or redeemed under the
Systematic Withdrawal Plan are exempt from the redemption fee. Registered
broker/dealers, investment advisers, banks, and insurance companies may open
accounts and redeem shares by telephone or wire and may impose a charge for
handling purchases and redemptions when acting on behalf of others.
Redemption Payment. Payment for shares redeemed will ordinarily be made within
seven days after receipt of the redemption request in proper form. The right of
redemption may not be suspended, or date of payment delayed more than seven
days, except for any period (i) when the New York Stock Exchange is closed or
trading thereon is restricted as determined by the SEC; (ii) under emergency
circumstances as determined by the SEC that make it not reasonably practicable
for the Fund to dispose of securities owned by it or fairly to determine the
value of its assets; or (iii) as the SEC may otherwise permit. The mailing of
proceeds on redemption requests involving any shares purchased by personal,
corporate, or government check or EFT transfer is generally subject to a fifteen
day delay to allow the check or transfer to clear. The fifteen day clearing
period does not affect the trade date on which a purchase or redemption order is
priced, or any dividends and other distributions to which you may be entitled
through the date of redemption. The clearing period does not apply to purchases
made by wire. Due to the relatively higher cost of maintaining smaller accounts,
the Fund reserves the right, upon 45 days' notice, to redeem any account, other
than IRA and Rockwood prototype retirement plan accounts, worth less than $500
except if solely from market action, unless an investment is made to restore the
minimum value.
Telephone Privileges. You automatically have all telephone privileges to, among
other things, authorize purchases and redemptions with EFT or by other means,
unless declined on the Account Application or otherwise in writing. Neither the
Fund nor Investor Service Center shall be liable for any loss or damage for
acting in good faith upon instructions received by telephone and believed to be
genuine. The Fund employs reasonable procedures to confirm that instructions
communicated by telephone are genuine and if it does not, it may be liable for
losses due to unauthorized or fraudulent transactions. These procedures include
requiring personal identification prior to acting upon telephone instructions,
providing written confirmation of such transactions, and recording telephone
conversations. The Fund may modify or terminate any telephone privileges or
shareholder services (except as noted) at any time without notice.
Signature Guarantees. No signature guarantees are required when payment is to be
made to you at your address of record. If the redemption proceeds are to be paid
to a non-shareholder of record, or to an address other than your address of
record, or the shares are to be assigned, the Transfer Agent may require that
your signature be guaranteed by an entity acceptable to the Transfer Agent, such
as a commercial bank or trust company or member firm of a national securities
exchange or of the NASD. A notary public may not guarantee signatures. The
Transfer Agent may require further documentation, and may restrict the mailing
of redemption proceeds to your address of record within 60 days of such address
being changed unless you provide a signature guarantee as described above.
<PAGE>
DISTRIBUTIONS AND TAXES
Distributions. The Fund pays dividends annually to its shareholders from its net
investment income, if any. The Fund also makes an annual distribution to its
shareholders out of any net realized capital gains, after offsetting any capital
loss carryover, and any net realized gains from foreign currency transactions.
Dividends and other distributions, if any, are declared, and payable to
shareholders of record, on a date in December of each year. Such distributions
may be paid in January of the following year, in which event they will be deemed
received by the shareholders on the preceding December 31 for tax purposes. The
Fund may also make an additional distribution following the end of its fiscal
year out of any undistributed income and capital gains. Dividends and other
distributions are made in additional Fund shares, unless you elect to receive
cash on the Account Application or so elect subsequently by calling Investor
Service Center toll-free at 1-888-ROCKWOOD. For Federal income tax purposes,
dividends and other distributions are treated in the same manner whether
received in additional Fund shares or in cash. Any election will remain in
effect until you notify Investor Service Center to the contrary.
Taxes. The Fund intends to continue to qualify for treatment as a RIC so that it
will be relieved of Federal income tax on that part of its investment company
taxable income (generally consisting of net investment income, net short term
capital gains, and net gains from certain foreign currency transactions) and net
capital gain (the excess of net long term capital gain over net short term
capital loss) that is distributed to its shareholders. Dividends paid by the
Fund from its investment company taxable income (whether paid in cash or in
additional Fund shares) generally are taxable to its shareholders, other than
shareholders that are not subject to tax on their income, as ordinary income to
the extent of the Fund's earnings and profits; a portion of those dividends may
be eligible for the corporate dividends-received deduction. Distributions by the
Fund of its net capital gain (whether paid in cash or in additional Fund
shares), when designated as such by the Fund, are taxable to the shareholders as
long term capital gains, regardless of how long they have held their Fund
shares. The Fund notifies its shareholders following the end of each calendar
year of the amounts of dividends and capital gain distributions paid (or deemed
paid) that year and of any portion of those dividends that qualifies for the
corporate dividends-received deduction. Any dividend or other distribution paid
by the Fund will reduce the net asset value of Fund shares by the amount of the
distribution. Furthermore, such distribution, although similar in effect to a
return of capital, will be subject to taxes.
The Fund is required to withhold 31% of all dividends, capital gain
distributions, and redemption proceeds payable to any individuals and certain
other noncorporate shareholders who do not provide the Fund with a correct
taxpayer identification number. Withholding at that rate also is required from
dividends and capital gain distributions payable to such shareholders who are
otherwise subject to backup withholding.
The foregoing is only a summary of some of the important Federal income tax
considerations generally affecting the Fund and its shareholders; see the
Statement of Additional Information for a further discussion. Since other tax
considerations may apply, you should consult your tax adviser.
<PAGE>
DETERMINATION OF NET ASSET VALUE
The value of a share of the Fund is based on the value of its net assets. The
Fund's net assets are the total of its investments and all other assets minus
any liabilities. The value of one share is determined by dividing the net assets
by the total number of shares outstanding. This is referred to as "net asset
value per share," and is determined as of the close of regular trading on the
New York Stock Exchange (currently, 4 p.m. eastern time, unless weather,
equipment failure or other factors contribute to an earlier closing) each
business day of the Fund. A business day of the Fund is any day on which the New
York Stock Exchange is open for trading. The following are not Fund business
days: New Year's Day, Martin Luther King Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Portfolio securities and other Fund assets are valued primarily on the
basis of market quotations, if readily available. Securities and other assets
for which quotations are not readily available will be valued at fair value as
determined in good faith by or under the direction of the Board of Directors.
INVESTMENT MANAGER
Rockwood Advisers, Inc. ("Investment Manager") acts as general manager of the
Fund, being responsible for the various functions assumed by it, including
regularly furnishing advice with respect to portfolio transactions. Investment
decisions for the Fund have since February 2, 1998 been made by the Investment
Policy Committee of the Investment Manager. The Investment Manager also
furnishes or obtains on behalf of the Fund all services necessary for the proper
conduct of the Fund's business and administration. The Investment Manager
retains final discretion in the investment and reinvestment of the Fund's
assets, subject to the control and oversight of the Board of Directors. The
Investment Manager is authorized to place portfolio transactions with an
affiliated broker/dealer, and may allocate brokerage transactions by taking into
account the sales of shares of the Fund and other affiliated investment
companies. The Investment Manager may allocate transactions to broker/dealers
that remit a portion of their commissions as a credit against the Fund's
expenses. For its services, the Investment Manager receives a fee based on the
average daily net assets of the Fund, at the annual rate of 1% on the first $200
million and declining thereafter as a percentage of average daily net assets.
For the fiscal year ended October 31, 1997, after reimbursement, the Fund paid
no investment management fee. The Investment Manager provides certain
administrative services to the Fund at cost. Bassett S. Winmill may be deemed a
controlling person of the Investment Manager.
<PAGE>
DISTRIBUTION OF SHARES
Pursuant to a Distribution Agreement, Investor Service Center, Inc.
("Distributor"), 11 Hanover Square, New York, NY 10005, acts as the Fund's
principal agent for the sale of its shares. The Investment Manager is an
affiliate of the Distributor. The Fund has also adopted a plan of distribution
("Plan") pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Plan, the
Fund pays the Distributor a fee in an amount of 0.25% per annum of the Fund's
average daily net assets for distribution and service activities. This fee may
be retained by the Distributor or passed through to brokers, banks and others
who provide services to their customers who are Fund shareholders. The Fund will
pay the fee to the Distributor until either the Plan is terminated or not
renewed. In that event, the Distributor's expenses in excess of fees received or
accrued through the termination day will be the Distributor's sole
responsibility and not obligations of the Fund. During the period they are in
effect, the Distribution Agreement and Plan obligate the Fund to pay a fee to
the Distributor as compensation for its distribution and service activities. If
the Distributor's expenses exceed the fee, the Fund will not be obligated to pay
any additional amount to the Distributor. If the Distributor's expenses are less
than the fee, it may realize a profit.
PERFORMANCE INFORMATION
Advertisements and other sales literature for the Fund may refer to the Fund's
"average annual total return" and "cumulative total return." All such quotations
are based upon historical earnings and are not intended to indicate future
performance. The investment return on and principal value of an investment in
the Fund will fluctuate, so that an investor's shares when redeemed may be worth
more or less than their original cost. In addition to advertising average annual
total return and cumulative total return, comparative performance information
may be used from time to time in advertising the Fund's shares, including data
from Morningstar, Inc., Lipper Analytical Services, Inc., and other sources.
"Average annual total return" is the average annual compounded rate of return on
a hypothetical $1,000 investment made at the beginning of the advertised period.
In calculating average annual total return, all dividends and other
distributions are assumed to be reinvested. "Cumulative total return" is
calculated by subtracting a hypothetical $1,000 payment to the Fund from the
ending redeemable value of such payment (at the end of the relevant advertised
period), dividing such difference by $1,000 and multiplying the quotient by 100.
In calculating ending redeemable value, all dividends and other distributions
are assumed to be reinvested in additional Fund shares. Although the Fund
imposes a 1% redemption fee on the redemption of shares held for 30 days or
less, all of the periods for which performance is quoted are longer than 30
days, and therefore the 1% fee is not reflected in the performance calculations.
In addition, there is no sales charge upon reinvestment of dividends or other
distributions. For more information regarding how the Fund's average annual
total return and cumulative total return is calculated, see "Calculation of
Performance Data" in the Statement of Additional Information. The Fund's annual
report to shareholders contains further information about the Fund's
performance, and is available free of charge upon request to Investor Service
Center by calling toll-free at 1-888-ROCKWOOD.
<PAGE>
CAPITAL STOCK
The Fund is a non-diversified open-end management investment company organized
as a Maryland corporation on December 11, 1996. Prior to March 1, 1997, the Fund
operated under the name "The Rockwood Growth Fund, Inc.," an Idaho corporation
organized on March 7, 1985. The Fund is authorized to issue up to 1,000,000,000
shares ($0.01 par value). The Board of Directors of the Fund may establish
additional series or classes of shares, although it has no current intention of
doing so.
The Fund's stock is freely assignable by way of pledge (as, for example,
for collateral purposes), gift, settlement of an estate and also by an investor
to another investor. Each share has equal dividend, voting, liquidation, and
redemption rights with every other share. The shares have no preemptive,
conversion, or cumulative voting rights and they are not subject to further call
or assessment.
The Fund's By-Laws provide that there will be no annual meeting of
shareholders in any year except as required by law. In practical effect, this
means that the Fund will not hold an annual meeting of shareholders in years in
which the only matters that would be submitted to shareholders for their
approval are the election of Directors and ratification of the Directors'
selection of accountants, although holders of a majority of the Fund's shares
may call a meeting at any time. There will normally be no meetings of
shareholders for the purpose of electing Directors unless fewer than a majority
of the Directors holding office have been elected by shareholders. Shareholder
meetings will be held in years in which shareholder vote on the Fund's
investment management agreement, plan of distribution, or fundamental investment
objectives, policies or restrictions is required by the 1940 Act.
CUSTODIAN AND TRANSFER AGENT
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, MO 64105, acts
as custodian of the Fund's assets, performs certain accounting services for the
Fund, and may appoint one or more subcustodians provided such subcustodianship
is in compliance with the rules and regulations promulgated under the 1940 Act.
The Fund's transfer and dividend disbursing agent ("Transfer Agent") is DST
Systems, Inc., Box 419789, Kansas City, MO 64141-6789. The Distributor provides
certain shareholder administration services to the Fund and is reimbursed its
cost by the Fund. The Fund may also enter into agreements with brokers, banks
and others who may perform, on behalf of their customers, certain shareholder
services not otherwise provided by the Transfer Agent or the Distributor.
<PAGE>
Rockwood
Seeking long term capital appreciation.
Shareholder Services:
o Electronic Funds Transfers
o Automatic Investment Program
o Retirement Plans:
Traditional deductible IRA, Roth IRA, SEP-IRA, SIMPLE IRA, 403(b), and
Education IRA.
Minimum Investments:
o Regular Accounts, $1,000
o Traditional deductible IRA, Roth IRA, SEP-IRA,
SIMPLE IRA, and 403(b), $1,000
o Education IRA, $500
o Automatic Investment Program, $100
o Subsequent Investments, $100
11 Hanover Square New York, NY 10005 Toll-Free 1-888-ROCKWOOD 1-888-762-5966
www.rockwoodfund.com
Call toll-free 1-888-ROCKWOOD
for Fund performance, telephone
purchases, and to obtain information
