FAIRPORT FUNDS, 497, 1999-09-22

FAIRPORT FUNDS
497, 1999-09-22

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<PAGE>

ROULSTON FUNDS

Charting a Course You Can Trust(TM)

Prospectus

Roulston Growth Fund
Roulston Growth and Income Fund
Roulston Government Securities Fund

March 1, 1999 as supplemented September 22, 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.
<PAGE>

TABLE OF CONTENTS
-----------------

PAGE

GROWTH FUND............................................. 4
Investment Goal....................................... 4
Principal Strategy.................................... 4
Principal Risks....................................... 4
Bar Chart and Performance Table....................... 5

GROWTH AND INCOME FUND.................................. 6
Investment Goals...................................... 6
Principal Strategy.................................... 6
Principal Risks....................................... 6
Bar Chart and Performance Table....................... 7

GOVERNMENT SECURITIES FUND.............................. 8
Investment Goals...................................... 8
Principal Strategy.................................... 8
Principal Risks....................................... 8
Bar Chart and Performance Table....................... 9

FEES AND EXPENSES OF THE FUNDS.......................... 10

OTHER SECURITIES AND RISKS.............................. 11

MANAGEMENT OF THE FUNDS................................. 12
Portfolio Managers.................................... 12

PRICING FUND SHARES..................................... 13

PURCHASE OF SHARES...................................... 13
Purchase of Fund Shares............................... 14
Distribution Arrangements............................. 14

REDEMPTION OF SHARES.................................... 15

FINANCIAL HIGHLIGHTS.................................... 16

DIVIDENDS, DISTRIBUTIONS AND TAXES...................... 18
Dividends & Distributions............................. 18
Tax Consequences...................................... 18

3
<PAGE>

GROWTH FUND
-----------

Investment Goal
- ---------------
Capital appreciation.

Principal Strategy
- ------------------
The Fund seeks capital appreciation over the long term by investing primarily in
the common stocks of companies projected to grow faster than the economy in
general. Although not exclusively, these companies tend to be established
companies which typically have several years of recorded experience as publicly
traded entities. Thus, information related to operating results over several
years and the public's reaction to those fluctuations in the progress of the
company is available for assessment. Dividends are not a consideration and
growth is viewed opportunistically. Few companies can grow at a high rate for
an extended period. Special strength in specific industries or product lines
come and go over varying lengths of time. We focus on the 2-3 year time frame.
We do not focus on any particular market capitalization, but will tend to own
stocks ranked among the largest 1000 companies.

These common stocks selected for purchase are primarily of companies
experiencing an improvement in profitability or earnings growth compared to
other companies. This improvement can be attributed to the specific company,
such as the influence of a new product cycle. It can also be a function of
economic conditions, such as the beginning or end of a recession, and the
company's sensitivity to these conditions. The fundamentals of a company (which
include earnings and cash flow history and outlook, balance sheet strength, and
the company's product and market position) are also a component of the analysis.

The Fund typically sells a stock when its fundamentals deteriorate, or the stock
falls short of the portfolio manager's expectations or no longer offers good
value relative to its future prospects.

The Fund may use stock index futures to protect its portfolio against possible
adverse movements in stock prices. Index futures are futures contracts for
various indices that are traded on registered securities exchanges. The
portfolio manager expects that the index futures contracts used by the Fund will
track the price performance of an index, and will provide the opportunity to
enhance the total return of the Fund. There is, however, no guarantee that such
results will be achieved. See "Other Securities and Risks Futures Contracts."

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 Fund's investments depends on the ability of the portfolio
manager to correctly assess the potential of the stocks purchased for the
Fund; and
. loss of part or all of your money invested in the Fund.

What is Market
Capitalization?
---------------

There are different ways to measure the size of a company. Market
capitalization is a common way to measure the size of a company based
on the price of its common stock; it is simply the number of outstanding
shares of the company multiplied by the current share price.

4
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ROULSTON FUNDS
--------------

Bar Chart and Performance Table
- -------------------------------
The following bar chart and performance table provide some indication of the
risks of investing in the Fund by showing changes in the Fund's performance from
year to year and by showing how the Fund's average annual return compares with
that of a broad measure of market performance. Both the chart and the table
assume reinvestment of dividends and distributions. As with all mutual funds,
past performance is not a prediction of future performance.

[CHART OF ANNUAL RETURNS (%) APPEARS HERE]

1994 1995 1996 1997 1998
-----------------------------------------------------
7.23% 23.31% 20.56% 27.70% 4.13%

During the five years ended December 31, 1998, the highest return for a
quarter was 14.09% for the quarter ended June 30, 1997 and the lowest return
for a quarter was (17.32%) for the quarter ended September 30, 1998.

Performance Table
(Average annual total returns as of December 31, 1998)

1 year 5 years Since Inception*
---------------------------------------------------------------------
Growth Fund (4.13%) 14.30% 15.52%
S&P 500 Index 28.58% 24.04% 22.71%
Lipper Growth Fund Average 21.79% 19.06% 18.67%

The S&P 500 Index is a major stock market index comprised of 500 companies
representing a broad range of industries. Unlike the Fund, this index does
not reflect any fees or expenses.

The S&P 500 Index and Lipper Growth Fund Average are unmanaged indicators of
financial performance and as such are not sold as investments. The Lipper
Growth Fund Average provides information that shows how the Fund's performance
compares with the returns of an index of funds with similar investment
objectives.

* Inception date July 1, 1993.

Portfolio Manager
John A. Karnuta, CFA

5
<PAGE>

GROWTH AND INCOME FUND
----------------------

Investment Goals
- ----------------
Capital appreciation and current income.

Principal Strategy
- ------------------
The Fund invests principally in the common stocks of well established companies
with long-term growth potential and a history of paying dividends. The
portfolio managers seek growing companies with strong cash flow return that sell
at a discount to the S&P 500 Index. Companies selected must, in the managers'
opinion, have:

. a strong business strategy;
. a durable competitive advantage; and
. a record of increasing the dividend over time.

The portfolio managers adhere to a value approach of investment management that
also requires a potential investment to meet other standards such as price/sales
ratios and historical price/earnings ratios relative to the S&P 500 Index and
industry peers. The research process for current and potential investments in
the Fund requires personal visits with company management, as well as other
sources of information such as suppliers, customers, and competitors, to track
original assumptions, verify information, and make changes regarding each
investment. This value style of investing seeks to identify companies that
appear underpriced in regards to their intrinsic worth and future prospects. It
also takes into account the fundamentals of a company which include: earnings
and cash flow history and outlook, balance sheet strength, and the company's
product and market position.

The Fund typically sells a stock when its fundamentals deteriorate, or the stock
falls short of the portfolio managers' expectations or no longer offers good
value.

Principal Risks
- ---------------
There are risks associated with any investment, but the particular risks
associated with your 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
managers to correctly assess the potential of the stocks purchased for the
Fund; and
. loss of part or all of your money invested in the Fund.

What is the Price/Earnings Ratio?
---------------------------------

A company's price/earnings ratio is a common measure of the value of a common
stock; it is simply the ratio of the stock's market price to its earnings per
share. For example, a common stock with the P/E of 12 means that its price per
share is twelve times its earnings per share.

6
<PAGE>

ROULSTON FUNDS
--------------

[CHART OF ANNUAL RETURNS (%) APPEARS HERE]

1994 1995 1996 1997 1998
-----------------------------------------------------
1.73% 28.87% 17.74% 30.31% 6.28%

During the five years ended December 31, 1998, the highest return for a quarter
was 17.65% for the quarter ended June 30, 1997 and the lowest return for a
quarter was (15.3%) for the quarter ended September 30, 1998.

Performance Table
(Average annual total returns as of December 31, 1998)

1 year 5 years Since Inception*
---------------------------------------------------------------------------
Growth Fund 6.28% 16.40% 15.85%
S&P 500 Index 28.58% 24.04% 22.71%
Lipper Growth & Income Fund Average 14.15% 17.96% 17.61%

The S&P 500 Index is a major stock market index comprised of 500 companies
representing a broad range of industries. Unlike the Fund, this index does
not reflect any fees or expenses.
The S&P 500 Index and Lipper Growth & Income Fund Average are unmanaged
indicators of financial performance and as such are not sold as investments.
The Lipper Growth & Income Fund Average provides information that shows how the
Fund's performance compares with the returns of an index of funds with
similar investment objectives.
*Inception date July 1, 1993.

Portfolio Manager
- -----------------

Portfolio Manager:
Elmer L. Meszaros, CFA

7
<PAGE>

GOVERNMENT SECURITIES FUND
--------------------------

Investment Goals
- ----------------
Current income consistent with preservation of capital.

Principal Strategy
- ------------------
The Fund primarily invests in U.S. government and agency securities and expects
to maintain an average portfolio maturity of three to ten years. Normally, at
least 65% of the Fund's total assets are invested in U.S. government securities,
including:

. direct obligations issued by the U.S. Treasury;

. securities issued or guaranteed by the U.S. government or its agencies or
instrumentalities, including mortgage-backed securities; and

. repurchase agreements, backed by any of the foregoing securities.

The Fund may invest up to 35% of its total assets in corporate bonds and
privately issued mortgage-backed securities rated "BBB" or better by a
nationally recognized rating agency, or, if unrated, are determined by the
portfolio manager to be of like quality. The Fund may also use financial
futures contracts to protect its portfolio against possible adverse movements in
interest rates. For example, when interest rates are increasing and portfolio
values are falling, the Fund may enter into a financial futures contract whose
value will increase when interest rates fall in an attempt to offset a decline
in the value of the Fund's current portfolio securities.

Principal Risks
- ---------------
There are risks associated with any investment, but the particular risks
associated with your investment in the Fund include:

. the market value of the Fund's portfolio securities will change in response
to interest rate changes and other factors;

. during periods of falling interest rates, the value of fixed income
securities generally rises; conversely, during periods of rising interest
rates, the value of such securities generally declines;

. securities with longer maturities generally pay higher rates of interest but
they are also subject to greater price volatility due to changes in interest
rates;

. the success of a Fund's investments depends on the ability of the portfolio
managers to correctly assess the potential of the holdings relative to the
market climate and interest rate changes;

. while the U.S. Government or its agencies guarantee the principal and
interest on such obligations, it does not guarantee the market price of
such securities;

. credit risk, or the risk that the issuer of a debt obligation, such as a
bond, may default on its obligation to pay principal and/or interest on such
obligation when due or that the issuer may have its credit rating downgraded
which would likely adversely affect the market value of such obligation;

. prepayment risk, or the risk that during periods of falling interest rates,
the underlying obligations of a mortgage-backed security may be paid off
and its principal repaid to the Fund more quickly than the investment adviser
anticipated and that the securities could decrease in value. If such
security was purchased at a premium the Fund could also lose principal; and

. loss of part or all of your money invested in the Fund.

8
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ROULSTON FUNDS
--------------

[CHART OF ANNUAL RETURNS (%) APPEARS HERE]

1994 1995 1996 1997 1998
----------------------------------------------------
6.48% 17.90% 2.32% 7.51% 8.94%

During the five years ended December 31, 1998, the highest return for a quarter
was 6.45% for the quarter ended June 30, 1995 and the lowest return for a
quarter was (4.41%) for the quarter ended March 31, 1994.

Performance Table
(Average annual total returns as of December 31, 1998)

1 year 5 years Since Inception*
---------------------------------------------------------------------
Government Securities Fund 8.94% 5.73% 5.59%
Merrill Lynch Intermediate
Government Bond Index 8.63% 6.50% 6.32%

The Merrill Lynch Intermediate Government Bond Index includes all U.S. Treasury
Notes and Bonds with at least $1 billion face amount outstanding. Maturities
are between one and ten years. Unlike the Fund, this index does not reflect
any fees or expenses.
* Inception date July 1, 1993.

Portfolio Managers
- ------------------
Portfolio Manager Effective April 1, 1999: Robert P. Goodman
Co-Portfolio Managers through March 31, 1999: Thomas H. Roulston &
D. Keith Lockyer

9
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ROULSTON FUNDS
--------------

Fees and Expenses of the Funds
- ------------------------------
This table describes the fees and expenses that you may pay if you buy and
hold shares of one or more of the Funds.

<TABLE>
<CAPTION>
Roulston Roulston
Roulston Growth Government
Growth and Income Securities
Fund Fund Fund
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shareholder Fees*:
(fees paid directly fr[Bom your investment) None None None
Annual Fund Operating Expenses:
(expenses that are deducted from Fund assets)
Management Fees .75% .75% .25%
Distribution and Service
(12b-1) Fees .25% .25% .25%
Other Expenses .43% .53% 1.69%
-------- -------- -------
Total Annual Operating
Expenses 1.43%** 1.53%** 2.19%**
-------- -------- -------
Less Fee Waiver and/or
Expense Reimbursement (.05%) (.03%) (1.29%)
-------- -------- -------
Net Annual Operating Expenses 1.38%*** 1.50%*** .90%***
======== ======== ========
- ------------------------------------------------------------------------------------------------------
</TABLE>
* A $9 wire redemption charge deducted from the amount of each redemption of
Fund shares you request by Federal Reserve wire.
** These are the gross fees and expenses that would have been incurred for the
fiscal year ended October 31, 1998 if Roulston and Company, the Adviser, did
not waive any fees and/or reimburse expenses.
***These are the net fees and expenses that the Funds actually incurred for the
fiscal year ended October 31, 1998 because Roulston had voluntarily agreed to
waive advisory fees and/or reimburse expenses. Roulston has contractually agreed
to continue to waive advisory fees and/or reimburse expenses for the Funds'
fiscal year ending October 31, 1999, to the extent necessary to maintain each
Fund's Net Annual Operating Expenses at the levels shown in the above table.
This undertaking shall continue for additional one-year terms absent 60 days'
notice from Roulston.

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, five year and ten year periods do not reflect fee
waivers and/or expenses assumed.

This example is for comparison purposes only. Actual return 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:

1 year 3 years 5 years 10 years
-----------------------------------------------------------------
Growth Fund $140 $452 $ 782 $1,713
Growth and Income Fund $153 $483 $ 834 $1,824
Government Securities Fund $ 92 $685 $1,175 $2,524

10
<PAGE>

ROULSTON FUNDS
--------------

OTHER SECURITIES AND RISKS
- --------------------------
Stocks of Small- and Mid-Sized Companies. The prices of stocks of small- and
mid-sized companies 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.

Bonds and Other Debt Securities. Generally, the Government Securities Fund is
subject to interest rate risk, which is the risk that increases in market
interest rates may decrease the value of the bonds or other debt securities held
by that Fund. Usually the prices of bonds fall when interest rates increase,
and rise when interest rates decrease. Typically, the longer the maturity of a
bond, the more sensitive its price is to shifts in interest rates. Because the
Government Securities Fund invests principally in securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, there is
very little risk that the principal of and interest on such securities will not
be paid when due. However, the Fund may also invest in corporate bonds and other
non-U.S. Government securities where there is more risk that the principal of
and interest on such securities may not be paid when due.

Temporary Defensive Positions. In response to economic, political or unusual
market conditions, each Fund may adopt a temporary defensive position. In such
an event, each Fund may invest up to 100% of its assets in cash or money market
instruments. Should this occur, the Fund taking the temporary defensive position
will not achieve its investment objective during that time.

Repurchase Agreements. In a repurchase agreement, the Fund essentially is making
a short-term loan to a broker or bank (seller). The Fund buys securities that
the seller has agreed to buy back at a specific time and at a set price that
includes interest. There is a risk that the seller will be unable to buy back
the securities at the time required, and the Fund could experience delays in
recovering the amounts owed it.

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' other
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.

Mortgage-Backed Securities. The Government Securities Fund is permitted to
invest in mortgage-backed securities, subject to the rating and quality
requirements described in the Principal Strategy section of the Fund. These
securities, which represent interests in pools of mortgages, may offer
attractive yields but generally carry additional risks. The prices and yields
of mortgage-backed securities typically assume that the securities will be
repaid at a given time before maturity. When interest rates fall substantially,
these securities usually are redeemed early because the underlying mortgages are
often prepaid. The Fund would then have to reinvest the money at a lower rate.
The price or yield of mortgage-backed securities may fall or become more
volatile if they are repaid later than expected.

Futures Contracts. Each Fund may use futures contracts for bona fide hedging
purposes to offset changes in the value of securities held or expected to be
acquired. Futures contracts provide for the future sale by one party and
purchase by another party of a specified amount of a specific security at a
specified future time and at a specified price. Risks inherent in the use of
futures contracts include: (i) dependence on the portfolio manager's ability to
predict correctly movements in the direction of interest rates and/or securities
prices; (ii) imperfect correlation between the price of futures contracts and
movements in the prices of the securities being hedged; (iii) the fact that
skills needed to use these strategies are different from those needed to select
portfolio securities; (iv) the absence of a liquid secondary market for any
particular contract at any time; (v) the possible need to defer closing out
certain hedged positions to avoid adverse tax consequences; and (vi) the
possible inability of a Fund to purchase or sell a portfolio security at a time
that otherwise would be favorable for it to do so, or the possible need for a
Fund to sell the security at a disadvantageous time, due to the requirement that
the Fund maintain "cover" or segregate securities in connection with hedging
transactions. The loss from investing in futures transactions is potentially
unlimited.

11
<PAGE>

ROULSTON FUNDS
--------------

MANAGEMENT OF THE FUNDS
- -----------------------
Roulston, 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, Roulston provides advisory services to pension plans, corporations,
401(k) plans, profit sharing plans, individual investors, trusts and estates.

Roulston 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.

During the fiscal year ended October 31, 1998, the Growth Fund paid net
advisory fees of .71 % of its average net assets (reflecting fee waivers of .04%
or $34,063), the Growth and Income Fund paid net advisory fees of .70% of its
average net assets (reflecting fee waivers of .05% or $16,411), and the
Government Securities Fund paid net advisory fees of .00% of its average net
assets (reflecting fee waivers of .25% or $11,854).

Portfolio Managers
- ------------------
Growth Fund
- -----------
Effective March 1, 1999, the Fund is managed by John A. Karnuta. Mr. Karnuta
has over 30 years of investment experience including positions as a security
analyst for McDonald & Company Securities, Inc. and for Roulston & Company, the
Vice President Manager of Employee Benefit Portfolios at the Society National
Bank Trust Department, and, for the eleven years ended in February 1999, as the
portfolio manager of growth equities for the BP America Pension Fund. He
graduated from John Carroll University, received an MBA from Case-Western
University, and attended National Trust School at Northwestern University. A
Chartered Financial Analyst and member of the Association for Investment
Research, Mr. Karnuta is also a former President of the Cleveland Society of
Security Analysts.

Growth and Income Fund
- ----------------------
Effective March 1, 1999, the Fund is primarily managed by Elmer L. Meszaros,
CFA, and co-managed by Joseph A. Harrison, CFA, and Norman F. Klopp, CFA. Mr.
Meszaros has 31 years of investment experience. He began his investment career
as a security analyst and portfolio manager at the predecessor organization to
the Huntington Bank in 1966, while still in college. He joined Roulston, in
1975, as an Investment Analyst. Mr. Meszaros has experience in evaluating a
variety of industries and has personally interviewed hundreds of managements.
He has specialized in close coverage of bank and financial stocks and has co-
managed the Fund with Joseph A. Harrison since July, 1997. A 1975 graduate of
the MBA Program at Case Western Reserve's Weatherhead School, Mr. Meszaros is a
Chartered Financial Analyst, a member of the Association for Investment
Management and Research, and is a member of the Cleveland Society of Security
Analysts.

Joseph A. Harrison, CFA, is Executive Vice President and Director of Investments
for Roulston. He began his investment career in the Trust Investment Department
of Union Commerce Bank in 1960. After more than fifteen years in research and
portfolio management, Mr. Harrison joined Roulston in 1976, serving as Director
of Portfolio Management prior to assuming his present duties in 1990. Mr.
Harrison currently brings more than thirty years of portfolio management
experience to the management of the Fund and has been a portfolio manager of
the Fund since its inception on July 1, 1993. A 1959 graduate of John Carroll
University, Mr. Harrison is a Chartered Financial Analyst, a member of the
Association for Investment Research, and a member and past President of the
Cleveland Society of Security Analysts.

Effective March 1, 1999, Norman F. Klopp, CFA, became a co-manager of the Fund.
Prior to March 1, 1999, Mr. Klopp was the portfolio manager of the Roulston
Growth Fund from its inception on July 1, 1993. Mr. Klopp graduated from Yale
University in 1960 and is a Chartered Financial Analyst. Mr. Klopp joined
Roulston & Company in 1964 and has served as Director of Research and Chief
Investment Officer. Since joining Roulston, Mr. Klopp has closely followed
companies and industries based in the Midwest. He remains active as a security
analyst working with Roulston's research department to identify and follow
investments for the Funds.

Government Securities Fund
- --------------------------
Effective April 1, 1999, the Fund will be managed by Robert P. Goodman. Mr.
Goodman has over 17 years of investment management experience. Prior to joining
Roulston, Mr. Goodman managed the $1.1 billion Fixed

12
<PAGE>

ROULSTON FUNDS
--------------

Income portion of the BP America Pension Fund for 10 years. He has spent his
entire career in the financial markets, where he has traded and invested all
types of bonds, including both domestic and foreign. Beginning in 1982, he
served as a Government Securities Trader with various primary dealerships,
including a three year assignment in London, England. A graduate of State
University of New York at Empire College, Mr. Goodman has actively written and
spoken about the bond market at numerous functions.

The Fund is co-managed by Thomas H. Roulston and D. Keith Lockyer through March
31, 1999. Mr. Roulston founded Roulston and has been Chairman since 1990. He
became a manager of the Fund in June 1998. Mr. Roulston has over 35 years of
investment management experience.

Mr. Lockyer has managed the Fund since its inception. He has been Vice
President and a portfolio manager at Roulston since 1986.

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 Investors 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 equity, fixed
income and variable income 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 on
which the security is principally traded. For fixed and variable income
securities, the pricing service may use a matrix system of valuation which
considers factors such as securities prices, yield features, call features,
ratings and developments related to a specific security. 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 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 any 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 (1-800-3-FAMILY).

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 800-332-6459.

13
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ROULSTON FUNDS
--------------

Purchase of Fund Shares
- --------------------------------------------------------------------------------
To Open an Account
- ------------------

By Mail
- -------
Complete the application and mail the application and your check made out to the
Fund you wish to invest in to:
Roulston Funds
c/o First Data Investor Services Group
211 South Gulph Road, P.O. Box 61767
King of Prussia, Pennsylvania 19406
Minimum initial investment for each Fund:
$250 for each account (including retirement accounts)

By Wire
- -------
Telephone 800-332-6459 and you will receive an account number. Call your bank
with instructions to transmit funds to:
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.

By Automatic Investment
- -----------------------
Submit your AUTOMATIC INVESTMENT PLAN (Section 7 of the application) with your
initial investment.

Subsequent investments will be drawn from your bank account and invested in the
designated Fund(s).

By Exchange
- -----------
Call 800-332-6459 to request an exchange of shares into:
- - Another Roulston Fund
- - Kemper's Cash Account Trust Money Market Portfolio.
For this exchange, you must first receive a prospectus. This may not be
available in all states.

NOTE: No fee or charge will apply, but there may be a capital gain or loss.
The exchange privilege is subject to amendment or termination at any time upon
sixty days prior notice.

- --------------------------------------------------------------------------------
To Add to an Account
- --------------------

By Mail
- -------
Fill out the subsequent investment stub from your account statement and mail
your check or other negotiable bank draft with your account number on it to:
Roulston Funds
c/o First Data Investor Services Group
211 South Gulph Road, P.O. Box 61767
King of Prussia, Pennsylvania 19406
Please make your check payable to the Fund you are investing in. Minimum
additional investments for each Fund: $50.00 for each account (including
retirement accounts)

By Wire
- -------
Call 800-332-6459

Follow the instructions under "TO OPEN AN ACCOUNT - By Wire."

By Automatic Investment
- -----------------------
To add the AUTOMATIC INVESTMENT PLAN to an existing account, call 800-332-6459
to request the form.

Complete and return the form and any additional materials.
Subsequent investments will be drawn from your bank account and invested in the
designated Fund(s).

By Exchange
- -----------
- - If you have previously authorized telephone exchanges, call 800-332-6459 to
request an exchange of shares into:
- - Another Roulston Fund.
- - Kemper's Cash Account Trust Money Market Portfolio. For this exchange, you
must first receive a prospectus. This may not be available in all states.

NOTE: No fee or charge will apply, but there may be a capital gain or loss. The
exchange privilege is subject to amendment or termination at any time upon sixty
days prior notice.

- -------------------------------------------------------------------------------

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.

14
<PAGE>

ROULSTON FUNDS
--------------

Redemption of Shares
General Information: You may sell or redeem shares of any Fund by any one or
more of the following methods:
- --------------------------------------------------------------------------------
To Sell from or Close an Account

By Mail
- ------
Write a letter of instruction that includes:
- - the fund name, your account number, the name in which
the account is registered and the dollar value or number
of shares you wish to sell.
- - include all signatures and any additional documents
that may be required.

Mail your request to:
Roulston Funds
c/o First Data Investor Services Group
211 South Gulph Road P.O. Box 61767
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
- ------------------------
Call 800-332-6459 to request an application for the SYSTEMATIC WITHDRAWAL PLAN.
Specify the amount and frequency of withdrawals (minimum of $100).

NOTE: A minimum account balance of $10,000 is required and you must have all
dividends and distributions reinvested.

By Telephone
- ------------
If you have previously authorized redemption by telephone, call 800-332-6459.

You will receive your redemption payment in the form you previously selected:
check, deposit to your bank account, or wire transfer (for wire transfers, a fee
will be charged)

By Exchange
- -----------
If you have previously authorized telephone exchanges, call 800-332-6459 to
request an exchange of shares into:
- - another Roulston Fund
- - Kemper's Cash Account Trust Money Market Portfolio.
For this exchange, you must first receive a prospectus.
This may not be available in all states.

NOTE: No fee or charge will apply, but an exchange of shares is treated as a
sale, and there may be a capital gain or loss. The exchange privilege is
subject to amendment or termination at any time upon sixty days prior notice.

- --------------------------------------------------------------------------------
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.

15
<PAGE>

ROULSTON FUNDS
--------------

FINANCIAL HIGHLIGHTS
- --------------------
The financial highlights tables are intended to help you understand each Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single fund share. The total returns in each table
represent the rate that you would have earned (or lost) on an investment in a
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by McCurdy & Associates CPAs, Inc., whose report,
along with the Funds' financial statements, is included in the Funds' annual
report, which is available upon request.

Roulston Growth Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Year Year Year Year Year
Ended Ended Ended Ended Ended
10/31/98 10/31/97 10/31/96 10/31/95 10/31/94

<S> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $ 18.88 $ 15.50 $ 13.55 $ 12.27 $ 11.07
--------- --------- --------- --------- ---------

Income from Investment Operations:
Net investment income (loss) (0.03) (0.01) 0.02 0.04 0.02
Net realized and unrealized gain
(loss) on investments (1.30) 4.55 2.16 2.04 1.19
--------- --------- --------- --------- ---------
Total from investment operations (1.33) 4.54 2.18 2.08 1.21
--------- --------- --------- --------- ---------

Less Distributions:
From net investment income 0.00 (0.01) (0.03) (0.04) (0.01)
From realized capital gains (1.10) (1.15) (0.20) (0.76) 0.00
--------- --------- --------- --------- ---------
Total distributions (1.10) (1.16) (0.23) (0.80) (0.01)
--------- --------- --------- --------- ---------

Net Asset Value, end of period $ 16.45 $ 18.88 $ 15.50 $ 13.55 $ 12.27
--------- --------- --------- --------- ---------

Total Return (7.73%) 31.00% 16.28% 18.17% 10.89%

Ratios/Supplemental Data:
Net assets, end of period (000) $ 65,387 $ 77,017 $ 57,198 $ 49,408 $ 29,688

Ratio of expenses to average net assets:
Before reimbursement of expenses
by Adviser 1.43% 1.58% 1.69% 1.57% 1.54%
After reimbursement of expenses
by Adviser 1.38% 1.38% 1.38% 1.41% 1.45%

Ratio of net investment income to
average net assets:
Before reimbursement of
expenses by Adviser (0.18%) (0.25%) (0.16%) 0.14% 0.08%
After reimbursement
of expenses by Adviser (0.13%) (0.05%) 0.15% 0.29% 0.17%
Portfolio turnover 52.23% 41.16% 58.01% 46.51% 77.57%
</TABLE>

<PAGE>
Roulston Growth and Income Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Year Year Year Year Year
Ended Ended Ended Ended Ended
10/31/98 10/31/97 10/31/96 10/31/95 10/31/94

<S> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $ 17.87 $ 14.22 $ 12.29 $ 10.68 $ 10.36
--------- --------- --------- --------- ---------

Income from Investment Operations:
Net investment income (loss) 0.01 0.05 0.13 0.15 0.14
Net realized and unrealized
gain (loss) on investments (0.15) 4.83 2.04 1.68 0.35
--------- --------- --------- --------- ---------
Total from investment operations (0.14) 4.88 2.17 1.83 0.49
--------- --------- --------- --------- ---------

Less Distributions:
From net investment income 0.00 (0.09) (0.14) (0.12) (0.14)
From realized capital gains (1.84) (1.14) (0.10) (0.10) (0.03)
--------- --------- --------- --------- ---------
Total distributions (1.84) (1.23) (0.24) (0.22) (0.17)
--------- --------- --------- --------- ---------

Net Asset Value, end of period $ 15.89 $ 17.87 $ 14.22 $ 12.29 $ 10.68
--------- --------- --------- --------- ---------

Total Return (1.20%) 36.61% 17.77% 17.36% 4.72%

Ratios/Supplemental Data:
Net assets, end of period (000) $ 33.047 $ 30.841 $ 23,071 $ 23,082 $ 18,177

Ratio of expenses to average net assets:
Before reimbursement of
expenses by Adviser 1.53% 1.76% 1.83% 1.79% 1.72%
After reimbursement of
expenses by Adviser 1.49% 1.50% 1.50% 1.50% 1.50%

Ratio of net investment income
to average net assets:
Before reimbursement of
expenses by Adviser (0.02%) 0.03% 0.58% 0.98% 1.20%
After reimbursement of
expenses by Adviser 0.02% 0.29% 0.91% 1.26% 1.42%
Portfolio turnover 40.43% 42.45% 34.02% 13.36% 35.16%
</TABLE>

16
<PAGE>

ROULSTON FUNDS
--------------

Roulston Government Securities Fund
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Year Year Year Year Year
Ended Ended Ended Ended Ended
10/31/98 10/31/97 10/31/96 10/31/95 10/31/94

<S> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of period $ 9.90 $ 9.75 $ 9.84 $ 9.03 $ 10.20
--------- --------- --------- --------- ---------

Income from Investment Operations:
Net investment income (loss) 0.49 0.49 0.49 0.49 0.43
Net realized and unrealized gain
(loss) on investments 0.53 0.15 (0.05) 0.81 (1.17)
--------- --------- --------- --------- ---------
Total from investment operations 1.02 0.64 0.44 1.30 (0.74)
--------- --------- --------- --------- ---------

Less Distributions:
From net investment income (0.49) (0.49) (0.53) (0.49) (0.42)
From realized capital gains 0.00 0.00 0.00 0.00 (0.01)
--------- --------- --------- --------- ---------
Total distributions (0.49) (0.49) (0.53) (0.49) (0.43)
--------- --------- --------- --------- ---------

Net Asset Value, end of period $ 10.43 $ 9.90 $ 9.75 $ 9.84 $ 9.03
--------- --------- --------- --------- ---------

Total Return 10.61% 6.76% 4.58% 14.76% (7.24%)

Ratios/Supplemental Data:
Net assets, end of period (000) $ 5,057 $ 4,411 $ 5,752 $ 8,647 $ 7,614

Ratio of expenses to average net assets:
Before reimbursement of
expenses by Adviser 2.19% 2.70% 2.05% 2.16% 1.80%
After reimbursement of
expenses by Adviser 0.90% 0.90% 0.90% 0.90% 0.90%

Ratio of net investment income to
average net assets:
Before reimbursement of
expenses by Adviser 3.60% 3.23% 3.78% 3.89% 3.88%
After reimbursement of
expenses by Adviser 4.89% 5.03% 4.93% 5.16% 4.78%
Portfolio turnover 89.89% 21.01% 21.23% 1.28% 24.14%
</TABLE>
17
<PAGE>

ROULSTON FUNDS
--------------

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 Growth
Fund and the Growth and Income Fund generally pay dividends semi-annually. The
Government Securities Fund declares dividends daily and distributes them on a
monthly basis. 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.

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)

<TABLE>
<CAPTION>
TAX FORM WHAT IS IT? WHEN IS IT SENT?
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Year End Summary Statement Sent to shareholders detailing the activity in an account January
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 which made January
distributions of dividends or capital gains during the year.
- ------------------------------------------------------------------------------------------------------------------
1099--B Sent to shareholders that have redeemed any shares during January
the year through a redemption or exchange in any Fund.
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

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*:

<TABLE>
<CAPTION>
FUND DIVIDENDS CAPITAL GAINS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Roulston Growth Fund End of June Early December
Semi-Annual Distributions End of December
- ------------------------------------------------------------------------------------------------------------------
Roulston Growth and Income Fund End of June Early December
Semi-Annual Distributions End of December
- ------------------------------------------------------------------------------------------------------------------
Roulston Government Securities Fund End of the Month Early December
Monthly Distributions
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
*There are no guarantees that either dividends or distributions will be declared
and the schedule is subject to change.

18
<PAGE>

ROULSTON FUNDS
--------------

Additional information about each Fund's investments is available in the Funds'
annual and semi-annual reports to shareholders. In the annual report, you will
find a discussion of the market conditions and investment strategies that
significantly affected each Fund's performance the last fiscal year.

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:

[LOGO OF Roulston Funds
ROULSTON FUNDS 4000 Chester Avenue
APPEARS HERE] 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.

19
<PAGE>

ROULSTON FUNDS
- --------------
Charting a Course You Can Trust
4000 Chester Avenue
Cleveland, Ohio 44103
1-800-332-6459

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

About Roulston Funds
and its Adviser
--------------------

Roulston Funds are managed by Roulston & Company, a leading investment
management firm. Founded in Cleveland in 1963, Roulston & Company acts as
manager or investment adviser for more than $800 million in portfolio accounts
for pension funds, profit-sharing trusts, foundations, endowments and
individuals. Our investment style is designed to take advantage of
inefficiencies in the market by concentrating on undervalued equities where
management has historically demonstrated a strong commitment to the stockholders
and where the rigorous investigation of our research team can be satisfied.
While future risks are difficult to predict, we firmly believe that a
disciplined approach to investment management which incorporates our thorough
research effort will produce excellent returns with below average risk over
time.

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.

For information, call 1-800-332-6459
or visit us online at www.roulstonfunds.com

----------------------------
Not a part of the prospectus
<PAGE>

- --------------------------------------------------------------------------------

ROULSTON FUNDS
--------------

CHARTING A COURSE YOU CAN TRUST

ACCOUNT APPLICATION FORM
&
Supplemental Information
(if applicable)

- --------------------------------------------------------------------------------

<PAGE>

1. Account Registration Please choose one type of account below:

Individual Joint (JTWROS)* or Joint (JTTEN)
--- --- ---

----------------------------------------------------------------------------
Your Name: First, Middle, Last

----------------------------------------------------------------------------
Social Security Number Birth Date

----------------------------------------------------------------------------
Joint Owner's Name: First, Middle, Last

----------------------------------------------------------------------------
Joint Owner's Social Security Number Birth Date
*(joint ownership with rights of
survivorship unless otherwise noted)

Custodial/Gift to Minors
---

----------------------------------------------------------------------------
Custodian's Name: First, Middle, Last (name one only)

----------------------------------------------------------------------------
Minor's Name: First, Middle, Last (name one only)

----------------------------------------------------------------------------
Minor's Social Security Number Minor's Birth Date

----------------------------------------------------------------------------
Minor's State of Residence UGMA or UTMA

Trust/Plan
---

----------------------------------------------------------------------------
Trustee's Name

----------------------------------------------------------------------------
Additional Trustee's Name

----------------------------------------------------------------------------
Name on Trust Agreement/Plan

----------------------------------------------------------------------------
Trust's/Plan's Taxpayer Identification Number Date of Plan

Corporation/Other
---

----------------------------------------------------------------------------
Name of Corporation or Other Entity

----------------------------------------------------------------------------
Authorized Signer(s)

----------------------------------------------------------------------------
Taxpayer Identification Number

2. Mailing Address

----------------------------------------------------------------------------
Street Address or P.O. Box

----------------------------------------------------------------------------
City, State, Zip Code

----------------------------------------------------------------------------
Daytime Telephone

----------------------------------------------------------------------------
Evening Telephone

----------------------------------------------------------------------------
E-Mail Address

Please check here to receive a consolidated statement for all accounts.
---
Duplicate Confirmation
---

----------------------------------------------------------------------------
Name

----------------------------------------------------------------------------
Street Address or P.O. Box

----------------------------------------------------------------------------
City, State, Zip Code

3. Investment and Fund Selection

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 is $250)

Roulston Growth and Income Fund (#133580) % $
---
Roulston Government Securities Fund (#133581) % $
---
Roulston Growth Fund (#133582) % $
---
----------------------------------------------------------------------------
Cash Account Trust Money Market (#133583)
---
A prospectus must be obtained from Roulston Research Corp. before you
can purchase this fund.
Check here if you have already received a prospectus.
---
----------------------------------------------------------------------------
TOTAL INVESTMENT 100% $

4. Distribution Options
All distributions will be reinvested automatically unless indicated
otherwise:

Income Dividends:
Reinvestment Cash
--- ---
Other Roulston Fund ________________________
--- fund/account #

Capital Gains Distributions:
Reinvestment Cash
--- ---
Other Roulston Fund ________________________
--- fund/account #

5. Telephone Authorization
Check box if you want this service:
---
I (We) authorize First Data Investor Services and/or 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. Exchanges must be
made into identically registered accounts. Redemption proceeds will be
sent as indicated in Section 8.

6. Systematic Withdrawal Plan
Check box if you want this service:
---
To establish a Systematic Withdrawal Plan (SWP), an account must have a
current market value of $10,000 or more.
Additionally, an account must have dividends reinvested.
Check box if you want withdrawal sent to address of record.
---
Check box if you want withdrawal sent VIA ACH as instructions
--- indicate in section 8.

Amount and Frequency of Payment:
Beginning in ___________________, _______,
(month)
Please make payments in the amount of $ _______________________,
Amount $100 minimum

Payments will be processed on the 25th day of the month frequency
indicated below:
Monthly Quarterly Semi-annually Annually
--- --- --- ---

<PAGE>

7. Automatic Investment Plan

I authorize and direct the fund to draw on my (our) bank account
--- indicated in Section 8 in order to establish an automatic investment
plan in the following manner:

ON THE 10th 15th OR THE 20th OF THE MONTH
---------------------- --- --- ---
BEGIN INVESTMENT ON (MONTH/YEAR)

Automatic Investment Amounts: $50 Minimum Per Fund

$
----------------------------------------------------------------------------
NAME OF FUND AMOUNT
$
----------------------------------------------------------------------------
NAME OF FUND AMOUNT
$
----------------------------------------------------------------------------
NAME OF FUND AMOUNT
$
----------------------------------------------------------------------------
NAME OF FUND AMOUNT

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 Services may discontinue this service and
any share purchase made upon deposit of such debit may be cancelled. I
further agree that if the net asset value of the shares purchased with such
debit is less when said purchase is cancelled than when the purchase was
made, First Data Investor Services shall be authorized to liquidate other
shares or fractions 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 by the investor by
written notice to First Data Investor Services which is received no later
than five (5) business days prior to the above designated investment date.

. Attach a VOIDED check or deposit slip to the application.
. As soon as your bank accepts your authorization, debits will be generated
and your Automatic Investment Plan started. In order for you to have
Automatic Clearing House (ACH) debits from your account, your bank must
be 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 debit occurs.
. Returned items will result in a $20.00 fee being deducted from your
account.

8. Bank Information and Instructions
Check one only, if none are checked all redemptions will be sent by check
to your address of record.
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.

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 writing.

All FED Wire and ACH transactions will be sent as indicated below. There
will be no charge for ACH transactions. Any changes in ACH transactions
must be made in writing to First Data Investor Services, P.O. Box 61503,
King of Prussia, PA 19406-0903. Please allow one month for ACH
instructions to be effective.
Attach a VOIDED check or deposit slip to the application.

----------------------------------------------------------------------------
NAME OF BANK

----------------------------------------------------------------------------
BANK ADDRESS

----------------------------------------------------------------------------
ROUTING NUMBER

----------------------------------------------------------------------------
NAME(S) ON BANK ACCOUNT

9. Signature and Certification

Taxpayer Identification Number Certification. Under the penalties of
perjury, I (we) certify the following:

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.

U.S. Citizen Non-Resident Alien Resident Alien*
--- --- ---

*must have U.S. Tax Identification Number and domestic address

"The Internal Revenue Service does not require your consent to 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

Signatures:

X
----------------------------------------------------------------------------
SIGNATURE OF INDIVIDUAL

X
----------------------------------------------------------------------------
SIGNATURE OF JOINT OWNER

----------------------------------------------------------------------------
DATE
X
----------------------------------------------------------------------------
SIGNATURE OF AUTHORIZED OFFICERS, PARTNERS, TRUSTEES OR OTHER SIGNERS
X
----------------------------------------------------------------------------
X
----------------------------------------------------------------------------

----------------------------------------------------------------------------
DATE

================================================================================
Mail Completed Applications to:

[LOGO OF Roulston Funds
ROULSTON FUNDS c/o First Data Investor Services
APPEARS HERE] P.O. Box 61503
King of Prussia, PA 19406-9993

- make checks payable to Roulston Funds -
================================================================================

================================================================================
For Investment Dealer Only
--------------------------

- --------------------------------------------------------------------------------
Dealer #

- --------------------------------------------------------------------------------
Branch #

- --------------------------------------------------------------------------------
Rep # Reps Last Name

- --------------------------------------------------------------------------------
Firm Name

- --------------------------------------------------------------------------------
Branch Address

- --------------------------------------------------------------------------------
City/State/Zip
================================================================================