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ROULSTON FUNDS
Charting a Course You Can Trust
PROSPECTUS
Roulston Emerging Growth Fund
Roulston International Equity Fund
July 1, 1999
Advised by
ROULSTON & COMPANY, INC.
The Securities and Exchange Commission has not approved or disapproved
these securities or passed upon the adequacy of this Prospectus.
Any representation to the contrary is a criminal offense.
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TABLE OF CONTENTS
PAGE
[Picture of Lighthouse] EMERGING GROWTH FUND .......................4
Investment Goal ........................4
Principal Strategy .....................4
Principal Risks ........................4
INTERNATIONAL EQUITY FUND ..................5
Investment Goals .......................5
Principal Strategy .....................5
Principal Risks ........................5
FEES AND EXPENSES OF THE FUNDS ..............6
INVESTMENT OBJECTIVE
AND PRINCIPAL INVESTMENT STRATEGIES .........7
Roulston Emerging Growth Fund ..........7
Roulston International Equity Fund .....8
MORE ABOUT SECURITIES AND PRINCIPAL RISKS ...9
MANAGEMENT OF THE FUNDS ....................10
PRICING FUND SHARES ........................12
PURCHASE OF SHARES .........................12
Purchase of Fund Shares ...............13
Distribution Arrangements .............13
REDEMPTION OF SHARES .......................14
DIVIDENDS, DISTRIBUTIONS AND TAXES .........15
Dividends & Distributions .............15
Tax Consequences ......................15
TAX AND DISTRIBUTION CHECKLIST .............15
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E M E R G I N G G R O W T H F U N D
INVESTMENT GOAL
Capital appreciation.
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PRINCIPAL STRATEGY
The Fund invests primarily in common stocks of companies considered by Roulston
& Company, Inc., as the Fund's investment adviser, to be in their post-venture
capital stage of development, i.e., that have received venture capital financing
during the early stages of the company's existence or the early stages of the
development of a new product or service, or as part of a reorganization,
restructuring or recapitalization. While most companies in their post-venture
capital phase of development are relatively small companies, the Fund may invest
in companies of all sizes.
The Fund will typically sell a stock when the portfolio manager feels that the
company's competitive advantage or future prospects will not be fully recognized
in its stock price, when the stock falls short of his expectations, or as a
result of external factors that could affect the company adversely.
PRINCIPAL RISKS
There are risks associated with any investment, but the risks associated with an
investment in the Fund include:
- - stock market risk, or the risk that the price of securities held by the
Fund, as well as the broader stock market, will fall due to various
factors or unpredictable circumstances, including interest rate
changes, trends in the U.S. and world economies and general investor
confidence;
- - the success of the Fund's investments depends on the ability of the
portfolio manager to assess correctly the potential of the stocks
purchased for the Fund;
- - because of the Fund's focus on companies in their post-venture capital
stage, from time to time the availability of companies for investment
may be limited, and such limited availability may adversely affect the
Fund's performance under certain market conditions or the Fund's
ability to invest according to its principal strategy;
- - the securities of companies in their post-venture capital stage involve
certain special risks including that such securities may exhibit
greater price volatility and be subject to greater risk of losing value
than securities of companies which are more established and have more
certain sources of financing; and
- - loss of part or all of your money invested in the Fund.
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I N T E R N A T I O N A L E Q U I T Y F U N D
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INVESTMENT GOAL
Long-term capital appreciation by investing primarily in equity securities of
non-U.S. companies.
PRINCIPAL STRATEGY
The Fund invests primarily in common stocks of non-U.S. companies which Roulston
& Company, Inc. considers to have a competitive advantage, to be the perceived
leaders in their respective industries or to be in industries which are
consolidating. The Fund will focus primarily on companies headquartered in the
more developed foreign countries or areas of the world such as Western Europe,
Japan, Australia, Singapore and Hong Kong.
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The Fund normally will invest in common stocks that are either principally
traded in countries outside of the United States or are represented by American
Depositary Receipts or "ADRs." ADRs are United States securities representing
foreign securities that are deposited with foreign custodians or foreign
branches of U.S. commercial banks. ADRs trade in U.S. dollars on national
exchanges (such as the New York Stock Exchange) and in the over-the-counter
markets (such as NASDAQ). The Fund will ordinarily invest at least 65% of its
total assets in at least three foreign countries, although at any given time,
the Fund may invest up to 50% of its assets in equity securities of companies
headquartered in any one country. In addition, under normal circumstances at
least 65% of the Fund's total assets will be invested in the equity securities
of non-U.S. companies. Equity securities include common stocks and ADRs
representing interests in common stocks.
The Fund will typically sell a stock when the portfolio manager feels that the
company's competitive advantage or future prospects will not be fully recognized
in its stock price, when the stock falls short of his expectations, or as a
result of external factors that could affect the company adversely.
PRINCIPAL RISKS
There are risks associated with any investment, but the particular risks
associated with an investment in the Fund include:
- - stock market risk, or the risk that the price of securities held by the
Fund, as well as the broader stock market, will fall due to various
factors or unpredictable circumstances, including interest rate
changes, trends in the U.S. and world economies and the economies of
the countries in which the Fund invests and general investor
confidence;
- - foreign currency risk, or that the price of securities held by the Fund
that are denominated in a foreign currency may be affected by changes
in currency exchange rates and in exchange contract regulations,
including currency blockage;
- - the success of the Fund's investments depends on the ability of the
portfolio manager to assess correctly the potential for the stocks
purchased for the Fund; and
- - loss of part or all of your money invested in the Fund.
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FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of one or more of the Funds.
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ROULSTON ROULSTON
EMERGING INTERNATIONAL
GROWTH EQUITY
FUND FUND
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SHAREHOLDER FEES*:
(fees paid directly from your investment) None None
ANNUAL FUND OPERATING EXPENSES:
(expenses that are deducted from Fund assets)
MANAGEMENT FEES .75% .75%
DISTRIBUTION AND SERVICE
(12b-1) FEES .25% .25%
OTHER EXPENSES 1.53% 1.53%
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TOTAL ANNUAL OPERATING
EXPENSES 2.53%** 2.53%**
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LESS FEE WAIVER AND/OR
EXPENSE REIMBURSEMENT (.58%) (.58%)
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NET ANNUAL OPERATING EXPENSES 1.95%*** 1.95%***
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* A $9 wire redemption charge deducted from the amount of each redemption of
Fund shares you request by Federal Reserve wire.
** "Other Expenses" are based on estimated amounts for the current fiscal year.
*** These are the net fees and expenses that the Funds estimate that they will
incur for the fiscal period ending October 31, 1999, because Roulston & Company
has contractually agreed to waive advisory fees and/or reimburse expenses during
that period to the extent necessary to maintain each Fund's Net Annual Operating
Expenses at the levels shown in the above table.
EXAMPLE
This example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The example assumes that:
- - You invest $10,000 in a Fund for the time periods indicated;
- - You redeem all of your shares at the end of each time period;
- - Your investment has a hypothetical 5% return each year;
- - All dividends are reinvested; and
- - Each Fund's operating expenses for the one year period are calculated net of
any fee waivers and/or expenses assumed, and each Fund's operating expenses
for the three year period do not reflect fee waivers or expenses assumed.
This example is for comparison purposes only. Actual returns and expenses will
be different, and each Fund's performance and expenses may be higher or lower.
Based on the above assumptions, your costs for each Fund would be:
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1 YEAR 3 YEARS
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EMERGING GROWTH FUND $198 $788
INTERNATIONAL EQUITY FUND $198 $788
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INVESTMENT OBJECTIVE AND PRINCIPAL INVESTMENT STRATEGIES
ROULSTON EMERGING GROWTH FUND
The Fund's investment objective is to provide capital appreciation. This
investment objective may be changed by Roulston Funds' Board of Trustees without
the approval of the Fund's shareholders.
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The Fund intends to invest primarily in common stocks of companies considered by
Roulston & Company to be in their post-venture capital stage of development.
Although such stocks may have warrants attached to them, investment in warrants
is not a principal investment strategy. See the Statement of Additional
Information for a description of warrants. Roulston & Company will select those
companies which it believes to have the potential for above-average growth in
market value. These types of companies are often in the early stages of their
development or existence or may have been in existence for a period of time but
have recently been a part of a reorganization, restructuring or
recapitalization. Generally, companies that are in their post-venture capital
stage have not had their securities traded publicly - in other words, they have
not been "publicly held" - for very long. While most companies in their
post-venture capital stage of development are relatively small companies, the
Fund may invest in companies of all sizes.
The Fund will typically sell a stock when the portfolio manager feels that the
company's competitive advantage or future prospects will not be fully recognized
in its stock price, when the stock falls short of his expectations, or as a
result of external factors that could affect the company adversely.
The Fund expects that it may engage in active and frequent trading of portfolio
securities to achieve its principal investment strategy resulting in an annual
portfolio turnover rate of over 100%. Trading securities may produce capital
gains, which are taxable when distributed to investors with non-tax-sheltered
accounts. Active trading may also increase the amount of commissions or mark-ups
to broker-dealers that the Fund pays when it buys and sells securities and could
affect adversely the Fund's performance.
The Fund may from time to time invest up to 100% of its total assets in money
market instruments or cash as a temporary defensive measure to attempt to
respond to adverse market, political, economic or other conditions. If the Fund
takes such a defensive position it will not achieve its investment objective
during that time.
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ROULSTON INTERNATIONAL EQUITY FUND
The Fund's investment objective is to provide long-term capital appreciation by
investing primarily in equity securities of non-U.S. issuers. This investment
objective may be changed by Roulston Funds' Board of Trustees without the
approval of the Fund's shareholders.
[Picture of Buildings by River]
The Fund will invest primarily in common stocks that are principally traded
outside of the United States and in American Depositary Receipts or "ADRs."
Although such stocks may have warrants attached to them, investment in warrants
is not a principal investment strategy. See the Statement of Additional
Information for a description of warrants. The Fund will ordinarily invest at
least 65% of its total assets in at least three foreign countries, although at
any given time, the Fund may invest up to 50% of its assets in equity securities
of companies headquartered in any one country. The Fund will focus primarily on
companies headquartered in the more developed foreign countries or areas of the
world such as Western Europe, Japan, Australia, Singapore, and Hong Kong.
Roulston & Company uses stock selection as its primary criteria when making
investment decisions and allocation of investments among foreign countries as a
secondary criteria. The primary focus of Roulston & Company's stock selection is
on companies that are perceived to have a competitive advantage and are
generally viewed to be ranked among the top three companies in their industry. A
secondary focus is on companies that are in consolidating industries.
The Fund will typically sell a stock when the portfolio manager feels that the
company's competitive advantage or future prospects will not be fully recognized
in its stock price, when the stock falls short of his expectations, or as a
result of external factors that could affect the company adversely.
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The Fund may from time to time invest up to 100% of its total assets in money
market instruments or cash as a temporary defensive measure to attempt to
respond to adverse market, political, economic or other conditions. If the Fund
takes such a defensive position it will not achieve its investment objective
during that time. The Fund may, from time to time, attempt to hedge its exposure
to currency exchange risk by using forward currency contracts.
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MORE ABOUT SECURITIES AND
PRINCIPAL RISKS
COMMON STOCKS AND ADRS GENERALLY.
The Emerging Growth Fund and the International Equity Fund will primarily invest
in common stocks. The Funds may also invest in warrants, which are securities
that give the holder the right to purchase a certain amount of the issuer's
common stock at a specified price during a specified time period. These types of
investments may or may not pay dividends and may or may not carry voting rights.
The common stock of a company occupies the most junior position of all
securities issued by that company.
American Depositary Receipts or "ADRs" that the International Equity Fund may
purchase may be sponsored or unsponsored. Sponsored ADRs are those jointly
issued by the issuer of the underlying security and the depository institution.
Unsponsored ADRs are issued only by the depository without the participation of
the issuer of the underlying securities. Generally the markets for sponsored
ADRs are more established and more liquid than those for unsponsored ADRs. Also,
there is generally more financial and other types of information available
regarding the underlying securities and their issuers of sponsored ADRs than
unsponsored ADRs. This is so in part because the depository institution for
unsponsored ADRs is frequently under no obligation to pass on to ADR holders
shareholder information or voting rights.
STOCKS OF SMALL- AND
MID-SIZED COMPANIES.
The prices of stocks of small-and mid-sized companies which may be held in the
Emerging Growth Fund are generally more volatile than those of larger, more
established companies for a variety of factors, including lack of market makers
and analysts following such companies. In addition, small- and mid-sized
companies are more sensitive to adverse economic changes because they usually
rely on only a few products, have more limited financial resources and have less
experienced management. The securities of small- and mid-sized companies
generally are less "liquid" than securities of larger, more established
companies. Liquidity relates to the ability of the Emerging Growth Fund to sell
a security promptly at or about the price the Fund has on its books.
FOREIGN SECURITIES.
Securities in which the International Equity Fund invests are usually
denominated or quoted in currencies other than the U. S. dollar. Changes in
foreign currency exchange rates affect the value of the Fund's portfolio.
Generally, when the U. S. dollar rises in value against a foreign currency, a
security denominated in that currency loses value because the currency is worth
fewer U. S. dollars. Conversely, when the U. S. dollar decreases in value
against a foreign currency, a security denominated in that currency gains value
because the currency is worth more U. S. dollars. This risk, generally known as
"currency risk," means that a strong U. S. dollar will reduce returns for U.S.
investors while a weak U. S. dollar will increase those returns.
Foreign investments involve special risks not applicable to investments in
securities of U.S. issuers. Such risks include:
- - imposition of exchange controls or currency devaluations
- - less extensive regulation of foreign brokers, securities markets and
issuers
- - political, economic or social instability
- - less publicly available information and less liquidity in the market for
such securities
- - different accounting standards and reporting obligations
- - foreign economies differ from the U.S. economy (favorably or unfavorably)
in areas such as growth of gross domestic product, rates of inflation,
unemployment, currency depreciation and balance of payments positions.
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- - possibility of expropriation (the taking of property or amending of
property rights by a foreign government) or foreign ownership limitations
- - excessive or confiscatory taxation
The Fund will generally hold its foreign securities in foreign banks and
depositories. Some foreign banks and securities depositories may be recently
organized or new to the foreign custody business. In addition, there may be
limited or no regulatory oversight over their operations. Also, the laws of
certain countries may put limits on the Fund's ability to recover its assets if
a foreign bank, depository or issuer of a security, or any of their agents, goes
bankrupt. When trading in foreign securities, the Fund is also subject to costs
for conversions between currencies, higher costs for holding, buying or selling
securities, possible delays in settlement of securities transactions in foreign
markets and difficulty in enforcing obligations in a foreign country or
exercising shareholder rights (such as voting proxies). In addition, the "Euro"
began serving as a new common currency for participating European nations on
January 1, 1999. It is unclear whether the newly created accounting, clearing,
settlement and payment systems for the new currency will be adequate.
YEAR 2000 COMPLIANCE
The Funds could be adversely affected if the computer systems used by their
service providers do not properly process and calculate date-related information
after December 31, 1999. The Year 2000 issue affects virtually all companies and
organizations. While Year 2000-related computer problems could have a negative
effect on the Funds, Roulston and First Data are working to avoid such problems
and to obtain assurances from the Funds' service providers that they are taking
similar steps. Companies, organizations, governmental entities and securities in
which the Funds invest could be affected by the Year 2000 issue, but at this
time the Funds cannot predict the degree of impact. To the extent the effect is
negative, a Fund's returns could be reduced.
MANAGEMENT OF THE FUNDS
Roulston & Company, Inc., 4000 Chester Avenue, Cleveland, Ohio 44103, serves as
the investment adviser for each Fund. Roulston is a professional investment
management firm and registered investment adviser founded in 1963. In addition
to advising the Funds and the other funds of The Roulston Funds, Roulston
provides advisory services to pension plans, corporations, 401(k) plans, profit
sharing plans, individual investors, trusts and estates. Roulston & Company
serves as the investment adviser for each Fund pursuant to an investment
advisory agreement. Roulston makes the investment decisions for the assets of
the Funds and continuously reviews, supervises and administers the investment
program of the Funds. For its services, Roulston is entitled to receive a fee,
computed daily and paid monthly, from each Fund at the annual rate of
seventy-five one hundredths of one percent (0.75%) of such Fund's average daily
net assets.
Mr. Howard W. Harpster is responsible for the day-to-day management of the
Funds' portfolios. Mr. Harpster joined Roulston as Chief Investment Officer on
May 15, 1999. Prior to joining Roulston, Mr. Harpster served as Director of
Pension Investments with BP America, Inc. since 1989.
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The table below includes performance information provided by Roulston relating
to the performance records of the BP America In-House Venture Capital Account
and the BP America In-House International Account of the Defined Benefit Plan of
BP America, Inc. during the period of January 1, 1991, through December 31,
1998. Mr. Harpster managed the BP America In-House Venture Capital Account
during that time period using the specific investment approach specified for the
Emerging Growth Fund on pages 4 and 7 of this Prospectus. Mr. Harpster also
managed the BP America In-House International Account during that time period
using the specific investment approach specified for the International Equity
Fund on pages 5 and 8 of this Prospectus. The Funds will be managed with
investment objectives, policies and strategies similar in all material respects
to their respective Accounts. However, the Accounts were not subject to the same
types of expenses the Funds pay nor to the diversification, specific tax
restrictions and investment limitations imposed on the Funds by the Investment
Company Act of 1940, the Internal Revenue Code of 1986 or related laws. Had the
Accounts been subject to such limitations and restrictions, their performance
might have been adversely affected. The performance information in the table is
not the performance of the Funds and is not intended to predict or suggest the
returns to be experienced by the Funds. You should not rely on the following
performance data as an indication of future performance of Roulston & Company or
the Funds.
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PERFORMANCE DATA FROM BP IN-HOUSE ACCOUNTS
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TOTAL RETURN FOR THE YEARS ENDED DECEMBER 31, 1998
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1998 1997 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BP America In-House
Venture Capital Account 25.6% 44.37% 3.40% 47.64% 16.46% 6.13% 19.57% 41.08%
BP America In-House
International Account 34.16% 11.88% 23.48% 20.93% (13.21)% 39.45% (7.97)% 15.53%
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS FOR THE YEARS ENDED DECEMBER 31, 1998
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Since
1 Year 3 Years 5 Years January 1, 1991
<S> <C> <C> <C> <C>
BP America In-House
Venture Capital Account 25.6% 23.3% 26.4% 24.5%
BP America In-House
International Account 34.2% 22.8% 14.2% 14.2%
<FN>
*Total return for each of these Accounts is calculated using the Modified Dietz method, which differs from the method
that the Securities and Exchange Commission requires mutual funds to use. These returns are net of all applicable
fees and expenses which are lower than those estimated to be borne by the Funds. Had the Accounts borne those
expenses which will be borne by the Funds, their performance would have been lower. Total return for the Funds
will be calculated using the standard total return formula required by the Securities and Exchange Commission for
all mutual funds.
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PRICING FUND SHARES
Fund shares are sold and redeemed (sold back to the Fund) at net asset value
(NAV). NAV per share of each Fund is determined by dividing the total market
value of a Fund's investments and other assets, less any liabilities, by the
total outstanding shares of that Fund. NAV per share for each Fund is determined
each day the New York Stock Exchange (NYSE) is open for regular business at the
earlier of 4 P.M., Eastern Time, or the close of regular trading on the NYSE.
When you place an order to purchase shares or to redeem shares with a Fund or
one of its authorized agents, the shares purchased or redeemed will be priced at
the next NAV or price that is calculated for that Fund. Authorized agents for
the Funds include First Data Investor Services Group, the Funds' transfer agent,
or certain discount brokers or banks with whom the Funds have entered into
agreements for shareholder servicing.
The portfolio securities of each Fund will be valued at market value. Each Fund
uses one or more pricing services to provide market quotations for its portfolio
securities. If quotations are not available from one or more pricing services,
securities will be valued by a method which the Funds' Board of Trustees
believes accurately reflects fair value. Equity securities which are listed or
admitted to trading on a national securities exchange or other market trading
system which reports actual transaction prices on a contemporaneous basis will
be valued at the last sales price on the exchange or market on which the
security is principally traded. Because the International Equity Fund will
invest in securities primarily traded on foreign exchanges that trade on days
when that Fund does not price its shares, the NAV of the Fund's shares may
change on days when shareholders will not be able to purchase or redeem the
Fund's shares. For further information regarding the pricing of securities,
please see the Statement of Additional Information.
All requests received by First Data Investor Services Group before 4:00 p.m.,
Eastern Time, will be executed the same day, at that day's closing share price.
Orders received after 4:00 p.m., Eastern Time, will be executed the following
day, at that day's closing share price. Shares will not be priced on days when
the NYSE is closed.
Shares of the Funds will not be priced and are not available for purchase on the
following days on which the NYSE is closed for trading: New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.
PURCHASE OF SHARES
GENERAL INFORMATION:
You may purchase shares of either Fund directly by mail or by wire. An account
application may be obtained by calling Roulston Research Corp., the Funds'
distributor, at 1-800-332-6459.
Payment for shares may be made by check or readily available funds (e.g., by
federal funds wire). Purchases will be made in full and fractional shares of a
Fund calculated to three decimal places. Your account statement will be your
record of shares of the Funds owned by you. No share certificates will be
issued.
The Funds reserve the right to reject any purchase order. Checks that do not
clear will result in a cancellation of the purchase, and you could be liable for
any losses or fees incurred, including a $20 returned check fee.
RETIREMENT PLANS:
The Funds are eligible for investment by tax deferred retirement programs such
as 401(k) plans, traditional IRAs, spousal IRAs, Roth IRAs, Education IRAs, SEP
IRAs and SIMPLE IRAs. All accounts established under such plans must have all
dividends reinvested in the Fund. For more information about prototype plans or
for an IRA application, please call 1-800-332-6459.
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PURCHASE OF FUND SHARES
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TO OPEN AN ACCOUNT TO ADD TO AN ACCOUNT
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BY MAIL BY MAIL
Complete the application and mail the Fill out the subsequent investment stub
application and your check made out to from your account statement and mail
the Fund you wish to invest in to: your check or other negotiable bank
draft with your account number on it to:
Roulston Funds
c/o First Data Investor Services Group Roulston Funds
211 South Gulph Road, P.O. Box 61503 c/o First Data Investor Services Group
King of Prussia, Pennsylvania 19406 211 South Gulph Road, P.O. Box 61767
King of Prussia, Pennsylvania 19406
Minimum initial investment for each
Fund: $250 for each account (including Please make your check payable to the
retirement accounts) Fund you are investing in. Minimum
additional investments for each Fund:
$50.00 for each account (including
retirement accounts)
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BY WIRE BY WIRE
Telephone 800-332-6459 and you will Call 800-332-6459
receive an account number. Call your
bank with instructions to transmit funds Follow the instructions under "TO OPEN
to: AN ACCOUNT - By Wire."
Boston Safe Deposit & Trust
ABA#: 011001234
Credit (Insert Name of Your Fund)
Acct #: 005002
FBO: (Insert Shareholder name & acct.
number)
Mail a completed account application to
First Data Investor Services Group at
the above address. Note: Your bank may
charge you a wire fee.
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BY AUTOMATIC INVESTMENT BY AUTOMATIC INVESTMENT
Submit your AUTOMATIC INVESTMENT PLAN To add the AUTOMATIC INVESTMENT PLAN to
(Section 7 of the application) with your an existing account, call 800-332-6459
initial investment. to request the form.
Subsequent investments will be drawn Complete and return the form and any
from your bank account and invested in additional materials.
the designated Fund(s).
Subsequent investments will be drawn
from your bank account and invested in
the designated Fund(s).
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BY EXCHANGE BY EXCHANGE
Call 800-332-6459 to request an exchange - If you have previously authorized
of shares into: telephone exchanges, call 800-332-6459
- - Another Roulston Fund to request an exchange of shares into:
- - Kemper's Cash Account Trust Money - Another Roulston Fund.
Market Portfolio. For this - Kemper's Cash Account Trust Money
exchange, you must first receive a Market Portfolio. For this exchange, you
prospectus. This may not be must first receive a prospectus. This
available in all states. may not be available in all states.
NOTE: No fee or charge will apply, but NOTE: No fee or charge will apply, but
there may be a capital gain or loss. The there may be a capital gain or loss. The
exchange privilege is subject to exchange privilege is subject to
amendment or termination at any time amendment or termination at any time
upon sixty days prior notice. upon sixty days prior notice.
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Please note that if you use a broker-dealer to assist you in any of these
transactions, the broker-dealer may charge you a fee for this service.
DISTRIBUTION ARRANGEMENTS
The Funds do not charge up-front or deferred sales charges. Each Fund has
adopted a distribution and shareholder service plan under Rule 12b-1 of the
Investment Company Act, which allows the Funds to pay for the sale and
distribution of their shares, as well as for shareholder services. These fees
generally are paid to persons selling the Funds' shares. The maximum amount that
each Fund may pay under the 12b-1 plan is 0.25% of its average net assets.
Because these fees are paid out of Fund assets on an on-going basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.
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REDEMPTION OF SHARES
GENERAL INFORMATION: You may sell or redeem shares of any Fund by any one or
more of the following methods:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
TO SELL FROM OR CLOSE AN ACCOUNT
- -------------------------------------------------------------------------------------
<S> <C>
BY MAIL BY TELEPHONE
Write a letter of instruction that If you have previously authorized
includes: redemption by telephone, call
- - the fund name, your account number, 800-332-6459.
the name in which the account is
registered and the dollar value or
number of shares you wish to sell. You will receive your redemption payment
- - Include all signatures and any in the form you previously selected:
additional documents that may be check, deposit to your bank account, or
required. wire transfer (for wire transfers, a fee
will be charged)
Mail your request to:
Roulston Funds
c/o First Data Investor Services Group
211 South Gulph Road P.O. Box 61503
King of Prussia, PA 19406
A check will be mailed to the name(s)
and address in which the account is
registered.
- -------------------------------------------------------------------------------------
BY SYSTEMATIC WITHDRAWAL BY EXCHANGE
Call 800-332-6459 to request an If you have previously authorized
application for the SYSTEMATIC telephone exchanges, call 800-332-6459
WITHDRAWAL PLAN. Specify the amount and to request an exchange of shares into:
frequency of withdrawals (minimum of - another Roulston Fund
$100). - Kemper's Cash Account Trust Money
Market Portfolio. For this exchange, you
NOTE: A minimum account balance of must first receive a prospectus. This
$10,000 is required and you must have may not be available in all states.
all dividends and distributions
reinvested. NOTE: No fee or charge will apply, but
sale, and there may be a capital gain or an
exchange of shares is treated as a loss.
The exchange privilege is subject to
amendment or termination at any time upon
sixty days prior notice.
- -------------------------------------------------------------------------------------
</TABLE>
Please note that if you use a broker-dealer to assist you in any of these
transactions, the broker-dealer may charge you a fee for this service.
SELLING RECENTLY PURCHASED SHARES:
If the shares to be redeemed were recently purchased by check, proceeds from
your redemption may be delayed up to 15 days from the purchase date until the
purchase check has cleared. If you are considering redeeming shares soon after
purchase, you should purchase by bank wire or certified check to avoid this
possible delay.
SIGNATURE GUARANTEES:
The Funds will require a signature guarantee for any of the following:
- - any written redemption request for $25,000 or more; or
- - a change in address or payee to where redemption proceeds may be mailed as
shown on your account application; or
- - a change in the bank account to which
redemption payments are made.
A signature guarantee may be obtained from most banks or securities dealers, but
not from a notary public.
ACCOUNTS WITH LOW BALANCES:
If your account balance falls below $250 due to redemptions made by you, a Fund
may redeem your share at NAV. The Fund will notify you if your balance has
fallen below the required minimum, and you will have 60 days to meet the minimum
before your shares are redeemed.
RIGHT TO REDEEM IN KIND:
Each of the Funds has elected generally to pay only cash for redemptions of up
to $250,000 (or 1% of the Fund, whichever is less). The Funds will generally
only pay cash for any other redemptions over that amount unless the Funds' Board
of Trustees believes that under current conditions, further payments in cash
would not be in that Fund's best interests. In those situations, you may receive
portfolio securities instead of cash.
14
<PAGE> 14
- --------------------------------------------------------------------------------
R O U L S T O N F U N D S
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAXES
DIVIDENDS & DISTRIBUTIONS
Dividends and distributions from the Fund(s) will be automatically used to
purchase additional shares of that Fund unless you have elected to receive
dividends and distributions in cash. If you participate in the systematic
withdrawal plan or any retirement plan, you must have your distributions
reinvested.
The Funds distribute substantially all of their net investment income in the
form of dividends and capital gains in the form of distributions. The Funds
generally pay dividends semi-annually. Any capital gains realized by a Fund will
be distributed at least annually.
TAX CONSEQUENCES
A Fund pays no federal income tax on earnings distributed to shareholders as
long as it meets the requirements for being a tax-qualified regulated investment
company, which each of the Funds has done in the past and intends to do in the
future. Any dividend or distribution you receive, whether in cash or reinvested,
is considered taxable income to you. Dividends of net investment income are
taxable to you as ordinary income. Capital gains distributions are taxed based
on how long the Fund held the assets that generated such gains. Net short term
capital gains are generally taxable to shareholders as ordinary income.
Distributions of net long term capital gains are taxable as long term capital
gains. Shareholders will be advised at least annually as to the federal income
tax consequences of distributions made to them during the year. You are urged to
consult your tax advisor concerning the application of federal, state and local
taxes to your particular situation. An exchange of shares of a Fund for shares
of another Fund is considered to be a sale of Fund shares for tax purposes.
Dividends and interest received by the International Equity Fund may give rise
to withholding and other taxes imposed by foreign countries. Tax conventions
between certain countries and the United States may reduce or eliminate such
taxes. You may be able to claim a credit or take a deduction for foreign taxes
paid by the Fund if certain requirements are met.
TAX AND DISTRIBUTION CHECKLIST
The following TAX CHECKLIST is a guide to the forms and reporting information
for any regular, taxable accounts which will help assist your tax preparer: (not
including IRAs or Retirement Accounts)
TAX FORM WHAT IS IT? WHEN IS IT SENT?
- --------------------------------------------------------------------------------
Year End Summary Statement Sent to shareholders detailing the January
activity in an account for the
entire year. Keeping a copy of this
statement on an ongoing basis will
help with taxes down the road.
- --------------------------------------------------------------------------------
1099-DIV Sent to shareholders in any Fund January
which made distributions of
dividends or capital gains during
the year.
- --------------------------------------------------------------------------------
1099-B Sent to shareholders that have January
redeemed any shares during the year
through a redemption or exchange in
any Fund.
- --------------------------------------------------------------------------------
The following DISTRIBUTION PROFILE is a guide to when distributions are
scheduled to be paid to shareholders in the event that a dividend or capital
gain distribution is declared in a particular Fund*:
FUND DIVIDENDS CAPITAL GAINS
- --------------------------------------------------------------------------------
Roulston Emerging Growth Fund End of June Early December
Semi-Annual Distributions End of December
Roulston International Equity Fund End of June Early December
Semi-Annual Distributions End of December
- --------------------------------------------------------------------------------
*There are no guarantees that either dividends or distributions will be declared
and the schedule is subject to change.
15
<PAGE> 15
- --------------------------------------------------------------------------------
[Picture of Flag and Top of Lighthouse]
ROULSTON FUNDS
Charting a Course You Can Trust
4000 Chester Avenue
Cleveland, Ohio 44103
1-800-332-6459
The Statement of Additional Information ("SAI") provides more detailed
information about the funds. The SAI has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated by reference into this
Prospectus.
The SAI and the annual/semi-annual reports are available at no charge by calling
or writing:
ROULSTON FUNDS
4000 CHESTER AVENUE
CLEVELAND, OH 44103
(800) 332-6459
This number may also be used to request other information about the Funds or for
shareholder inquiries. You may also visit the Funds' website at
www.roulstonfunds.com.
Reports and other information about the Funds, including the SAI, are available
on the SEC's Internet site at http://www.sec.gov. This information may also be
viewed or copied at the SEC's Public Reference Room in Washington D.C or by
sending your request, along with a duplicating fee, to the SEC's Public
Reference Section, Washington D.C 20549-6009. (For information on the Public
Reference Room, telephone 800-SEC-0330).
The Trust's SEC File No. is 811-8774.
ADVISER:
Roulston & Company, Inc.
4000 Chester Avenue
Cleveland, Ohio 44103
DISTRIBUTOR:
Roulston Research Corp.
4000 Chester Avenue
Cleveland, Ohio 44103
ADMINISTRATOR & TRANSFER AGENT:
First Data Investor Services Group, Inc.
3200 Horizon Drive
King of Prussia, Pennsylvania 19406
LEGAL COUNSEL:
Baker & Hostetler LLP
65 E. State Street
Columbus, Ohio 43215
INDEPENDENT PUBLIC ACCOUNTANTS:
McCurdy & Associates CPA's, Inc.
27955 Clemens Road
Westlake, Ohio 44145
The information provided on this cover page may be used in conjunction with the
offering of shares of any Roulston Funds only if accompanied or preceded by a
current prospectus.
An investment in a mutual fund involves certain investment risks, including the
possible loss of principal.
(C)1999 Roulston Research Corp.
FOR INFORMATION, CALL 1-800-332-6459
OR VISIT US ONLINE AT www.roulstonfunds.com
- --------------------------------------------------------------------------------
<PAGE> 16
- --------------------------------------------------------------------------------
[Logo] ROULSTON
FUNDS
Charting a Course You Can Trust
- --------------------------------------------------------------------------------
<PAGE> 17
[Logo] ROULSTON
FUNDS
Charting a Course You Can Trust
ACCOUNT APPLICATION FORM
&
SUPPLEMENTAL INFORMATION
(IF APPLICABLE)
<PAGE> 18
ACCOUNT APPLICATION FORM
&
SUPPLEMENTAL INFORMATION
(IF APPLICABLE)
<PAGE> 19
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<CAPTION>
<S> <C>
[Logo] ROULSTON ACCOUNT APPLICATION FORM
FUNDS
Charting a Course You Can Trust 1-800-332-6459
- ------------------------------------------------------------------------------------------------------------------------------------
1 ACCOUNT REGISTRATION Please choose one type of account below: 3 INVESTMENT AND FUND SELECTION
[ ] INDIVIDUAL [ ] [ ] [ ] PURCHASE BY CHECK MADE PAYABLE TO ROULSTON FUNDS.
[ ] PURCHASE BY WIRE. CALL 1-800-332-6459 FOR INSTRUCTIONS.
- ------------------------------------------------------------- Indicate Amount of Investment (The minimum initial investment
YOUR NAME: FIRST, MIDDLE, LAST is $250)
- ------------------------------------------------------------- [ ] ROULSTON EMERGING GROWTH % $
SOCIAL SECURITY NUMBER BIRTH DATE FUND (#133585) ----- -----------
- ------------------------------------------------------------- [ ] ROULSTON INTERNATIONAL EQUITY % $
JOINT OWNER'S NAME: FIRST, MIDDLE, LAST FUND (#133584) ----- -----------
- ------------------------------------------------------------- [ ] TOTAL INVESTMENT 100% $
JOINT OWNER'S SOCIAL SECURITY NUMBER BIRTH DATE ----- -----------
* (Joint ownership with rights of survivorship unless
otherwise noted)
[ ]
4 DISTRIBUTION OPTIONS
- ------------------------------------------------------------- All distributions will be reinvested automatically
CUSTODIAN'S NAME: FIRST, MIDDLE, LAST (name one only) unless indicated otherwise:
- ------------------------------------------------------------- INCOME DIVIDENDS:
MINOR'S NAME: FIRST, MIDDLE, LAST (name one only) [ ] Reinvest [ ] Cash
[ ] Other Roulston Fund
- ------------------------------------------------------------- ----------------
MINOR'S SOCIAL SECURITY NUMBER MINOR'S BIRTH DATE fund/account #
- ---------------------------------------- -------------------
MINOR'S STATE OF RESIDENCE UGMA or UTMA
CAPITAL GAINS DISTRIBUTIONS:
[ ] [ ] Reinvest [ ] Cash
[ ] Other Roulston Fund
- -------------------------------------------------------------- -----------------
TRUSTEE'S NAME fund/account #
- --------------------------------------------------------------
ADDITIONAL TRUSTEE'S NAME
- --------------------------------------------------------------
NAME ON TRUST AGREEMENT/PLAN 5 TELEPHONE AUTHORIZATION
[ ] CHECK BOX IF YOU WANT THIS SERVICE:
- -------------------------------------------------------------- I (We) authorize First Data Investor Services and/or
TRUST'S/PLAN'S TAXPAYER IDENTIFICATION NUMBER DATE Roulston Funds to act upon instructions received by
telephone from me (us) to redeem shares or to exchange for
[ ] shares of other Roulston Funds. I (we) understand an
exchange is made by redeeming shares of one portfolio and
- -------------------------------------------------------------- using the proceeds to buy shares of another portfolio.
NAME OF CORPORATION OR OTHER ENTITY Exchanges must be made into identically registered
accounts. Redemption proceeds will be sent as indicated in
- -------------------------------------------------------------- Section 8.
AUTHORIZED SIGNER(S)
- --------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
2 MAILING ADDRESS
- -------------------------------------------------------------- 6 SYSTEMATIC WITHDRAWAL PLAN
STREET ADDRESS OR P.O. BOX [ ] Check box if you want this service:
- -------------------------------------------------------------- To establish a Systematic Withdrawal Plan (SWP), an
CITY, STATE, ZIP CODE account must have a current market value of $10,000 or
more. Additionally, an account must have dividends
- -------------------------------------------------------------- reinvested.
DAYTIME TELEPHONE
[ ] Check box if you want withdrawal sent to address of
- -------------------------------------------------------------- record.
EVENING TELEPHONE [ ] Check box if you want withdrawal sent VIA ACH as
instructions indicate in section 8.
- --------------------------------------------------------------
E-MAIL ADDRESS
[ ] Please check here to receive a consolidated statement for
all accounts.
[ ] DUPLICATE CONFIRMATION Amount and Frequency of Payment:
Beginning in _________________, 19____,
- -------------------------------------------------------------- (month)
NAME Please make payments in the amount of $________________.
Amount $100 minimum
- -------------------------------------------------------------- Payments will be processed on the 25th day of the month
STREET ADDRESS OR P.O. BOX frequency indicated below:
[ ] Monthly [ ] Quarterly [ ] Semi-annually [ ] Annually
- --------------------------------------------------------------
CITY, STATE, ZIP CODE
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<PAGE> 20
<TABLE>
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7 AUTOMATIC INVESTMENT PLAN 9 SIGNATURE AND CERTIFICATION
[ ] I authorize and direct the fund to draw on my (our) bank TAXPAYER IDENTIFICATION NUMBER CERTIFICATION. UNDER THE
account indicated in Section 8 in order to establish an PENALTIES OF PERJURY, I (WE) CERTIFY THE FOLLOWING:
automatic investment plan in the following manner:
1. I (WE) CERTIFY THAT THE NUMBER SHOWN ON THIS FORM IS MY
(OUR) CORRECT TAX IDENTIFICATION NUMBER.
2. I (WE) AM NOT (ARE NOT) SUBJECT TO BACKUP WITHHOLDING AS A
RESULT OF A FAILURE TO REPORT ALL INTEREST AND DIVIDENDS, OR
THE INTERNAL REVENUE SERVICE HAS NOTIFIED ME (US) THAT I (WE)
AM (ARE) NO LONGER SUBJECT TO BACKUP WITHHOLDING.
ON THE [ ] 10th [ ] 15th
- -------------------------------- OR THE [ ] 20th OF THE
BEGIN INVESTMENT ON (MONTH/YEAR) MONTH
$
- -------------------------------------------------------------- [ ] U.S. CITIZEN [ ] NON-RESIDENT ALIEN [ ] RESIDENT ALIEN*
NAME OF FUND AMOUNT
$
- -------------------------------------------------------------- "THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO
NAME OF FUND AMOUNT ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS
REQUIRED TO AVOID BACKUP WITHHOLDING".
[ ] CHECK BOX IF YOU HAVE BEEN NOTIFIED BY THE IRS THAT YOU
ARE SUBJECT TO BACKUP WITHHOLDING
I understand that my ACH debit will be dated on the day of
each month as indicated above. I agree that if such a debit
is not honored upon presentation, First Data Investor SIGNATURES:
Services may discontinue this service and any share purchase X
made upon deposit of such debit may be cancelled. I further --------------------------------------------------------------
agree that if the net asset value of the shares purchased SIGNATURE OF INDIVIDUAL
with such debit is less when said purchase is cancelled than X
when the purchase was made, First Data Investor Services --------------------------------------------------------------
shall be authorized to liquidate other shares or fractions SIGNATURE OF JOINT OWNER
thereof held in my account to make up the deficiency. This
Automatic Investment Plan may be discontinued by First Data --------------------------------------------------------------
Investor Services upon 30 days written notice or at any time DATE
by the investor by written notice to First Data Investor X
Services which is received no later than five (5) business --------------------------------------------------------------
days prior to the above designated investment date. SIGNATURE OF AUTHORIZED OFFICERS, PARTNERS, TRUSTEES OR OTHER
SIGNERS
- - ATTACH A VOIDED CHECK OR DEPOSIT SLIP TO THE APPLICATION. X
- - As soon as your bank accepts your authorization, debits --------------------------------------------------------------
will be generated and your Automatic Investment Plan X
started. In order for you to have Automatic Clearing ---------------------------------------------------------------
House (ACH) debits from your account, your bank must be DATE
able to accept ACH transactions and/or be a member of an
ACH association. We cannot guarantee acceptance by your
bank. --------------------------------------------------------------
- - Please allow one month for processing before the first MAIL COMPLETED APPLICATIONS TO:
debit occurs.
- - Returned items will result in a $20.00 fee being deducted ROULSTON FUNDS
from your account. [Logo] c/o FIRST DATA INVESTOR SERVICES
P.O. BOX 61503
8 BANK INFORMATION AND INSTRUCTIONS KING OF PRUSSIA,PA 19406-9993
Check one only, if none are checked all redemptions will
be sent by check. - make checks payable to Roulston Funds -
[ ] All redemption proceeds will be executed BY AN ACH --------------------------------------------------------------
TRANSACTION unless First Data Investor Services is
notified otherwise in writing. There is no charge for
ACH transactions. Allow 3 business days.
[ ] All redemption proceeds will be executed BY A FED
WIRE TRANSACTION unless First Data Investor Services
is notified otherwise in writing. There is a $9 --------------------------------------------------------------
charge for FED Wire transactions. FOR INVESTMENT DEALER ONLY
[ ] All redemption proceeds will be sent BY CHECK TO THE --------------------------
MAILING ADDRESS STATED IN SECTION 2 above unless -----------------------------------------------------------
First Data Investor Services is notified otherwise in DEALER #
writing.
All FED Wire and ACH transactions will be sent as -----------------------------------------------------------
indicated below. There will be no charge for ACH BRANCH #
transactions. Any changes in ACH transactions must be made
in writing to First Data Investor Services, P.0. Box -----------------------------------------------------------
61503, King of Prussia, PA 19406-0903. Please allow one REP # REPS LAST NAME
month for ACH instructions to be effective.
Attach a VOIDED check or deposit slip to the application. -----------------------------------------------------------
FIRM NAME
--------------------------------------------------------
NAME OF BANK -----------------------------------------------------------
BRANCH ADDRESS
--------------------------------------------------------
BANK ADDRESS -----------------------------------------------------------
CITY/ STATE/ ZIP
--------------------------------------------------------
ROUTING NUMBER --------------------------------------------------------------
--------------------------------------------------------
NAME(S) ON BANK ACCOUNT
--------------------------------- ---------------------
ACCOUNT NUMBER CHECKING or SAVINGS
</TABLE>
