FAIRPORT FUNDS
497, 1999-03-02
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<PAGE>   1
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FAIRPORT FUNDS
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Charting a Course You Can Trust(TM)

Prospectus
Fairport Midwest Growth Fund
Fairport Growth and Income Fund
Fairport Government Securities Fund

March 1, 1999


Advised by
Roulston & Company, Inc.

  The Securities  and  Exchange  Commission  has not  approved or  disapprove
      these securities or passed upon the adequacy of this Prospectus.
            Any representation to the contrary is a criminal offense.

[LIGHTHOUSE ART]

<PAGE>   2

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<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
<S>                                                                 <C>

                                                                    PAGE
MIDWEST 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                                               11
    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
</TABLE>

                                                             3
<PAGE>   3
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MIDWEST GROWTH FUND
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INVESTMENT GOAL Capital appreciation.

PRINCIPAL STRATEGY

The Fund invests primarily in common stocks and at least 65% of the Fund's total
assets are invested in the common stocks of companies headquartered in the
Midwest region of the United States. This region encompasses Ohio, Indiana,
Michigan, Illinois, Wisconsin, Minnesota, Western New York and Western
Pennsylvania. Although the Fund does not specifically focus on market
capitalization, many of its investments are generally in small-sized and
mid-sized companies, which means companies with less than $5 billion in total
market capitalization.

The 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.

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;

*    because of the Fund's regional focus, the population of companies available
     for investment might influence performance under certain market conditions;
     also, the Fund's performance is closely tied to general economic conditions
     within the Midwest region as a whole and to economic conditions within
     particular industries and geographic areas located within the Midwest;

*    small and mid-sized capitalization stocks involve certain special risks
     including that such stocks may exhibit greater price volatility and be
     subject to greater risks of losing value than stocks of companies with
     larger market capitalizations; 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
<PAGE>   4
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THE FAIRPORT FUNDS
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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.
<TABLE>
<CAPTION>
ANNUAL RETURNS(%)
<S>            <C>
1994           13.88%
1995           17.56%
1996           18.39%
1997           20.41%
1998           -4.31%
</TABLE>
[CLEVELAND SKYLINE PHOTO]

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.

<TABLE>
<CAPTION>


                                Performance Table
             (Average annual total returns as of December 31, 1998)
                         1 year 5 years Since Inception*
- -------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>                   <C>
         Midwest 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%
</TABLE>

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>   5
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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;

*  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>   6
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THE FAIRPORT 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.
<TABLE>
 ANNUAL RETURNS(%)
<S>             <C>
1994            4.56%
1995           13.69%
1996           14.80%
1997           18.08%
1998            6.28%
</TABLE>
[PHOTO]
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.


<TABLE>
<CAPTION>

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

                                                              1 year            5 years          Since Inception*
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>               <C>                   <C>   
         Growth and  Income 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%

</TABLE>
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 MANAGERS
Portfolio Manager:         Elmer L. Meszaros, CFA
Co-Portfolio Managers:     Joseph A. Harrison, CFA
                           Norman F. Klopp, CFA


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<PAGE>   7
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GOVERNMENT SECURITIES FUND
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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;

*  repurchase agreements, backed by any of the foregoing 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; and

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


8

<PAGE>   8
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                                                        THE FAIRPORT 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.
<TABLE>
<CAPTION>
ANNUAL RETURNS = (%)
<S>                 <C>
1994                -3.01%
1995                 4.86%
1996                 4.12%
1997                 4.87%
1999                 8.94%
</TABLE>
[CLEVELAND ART MUSEUM PHOTO]

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.

<TABLE>
<CAPTION>

                                PERFORMANCE TABLE
             (Average annual total returns as of December 31, 1998)
                                                              1 year            5 years          Since Inception*
- -----------------------------------------------------------------------------------------------------------------

<S>                                                            <C>                <C>                   <C>  
         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.
</TABLE>

PORTFOLIO MANAGERS
Portfolio Manager Effective April 1, 1999:
Co-Portfolio Managers through March 31, 1999:

Robert P. Goodman
Thomas H. Roulston & D. Keith Lockyer                                   9

<PAGE>   9
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THE FAIRPORT FUNDS
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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>
                                                 FAIRPORT      FAIRPORT             FAIRPORT
                                                  MIDWEST       GROWTH             GOVERNMENT
                                                  GROWTH      AND INCOME           SECURITIES
                                                   FUND          FUND                 FUND
- ---------------------------------------------------------------------------------------------------------------------------
Shareholder Fees*:
<S>                                               <C>           <C>                  <C>
(fees paid directly from 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:
<TABLE>
<CAPTION>
                                                  1 year       3 years       5 years     10 years
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>         <C>          <C>   
                  Midwest 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
</TABLE>
10

<PAGE>   10
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                                                           THE FAIRPORT FUNDS
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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.

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.

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 Midwest 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).

                                                                           11
<PAGE>   11

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THE FAIRPORT FUNDS
================================================================================
PORTFOLIO MANAGERS
MIDWEST 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  Fairport
Midwest 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 the 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 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.

12

<PAGE>   12
================================================================================
                                                           THE FAIRPORT FUNDS
================================================================================
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

<PAGE>   13
================================================================================
THE FAIRPORT FUNDS
================================================================================
<TABLE>                                                          
<CAPTION>                                                       
                             PURCHASE OF FUND SHARES                            |
<S>                                                                             |<C>
    TO OPEN AN ACCOUNT                                                          |TO ADD TO AN ACCOUNT
                                                                                |BY MAIL
BY MAIL                                                                         |Fill out the  subsequent  investment  stub from
Complete the application and mail the application and your check made out to the|your account  statement and mail your check or
                                                                                |other negotiable bank draft with your account
                                                                                |  number on it to:
Fund you wish to invest in to:                                                  |             Fairport Funds
         Fairport Funds                                                         |             c/o First Data Investor Services Group
         c/o First Data Investor Services Group                                 |             P.O. Box 412797
         3200 Horizon Drive                                                     |             Kansas City, Missouri  64141-2797
         King of Prussia, Pennsylvania  19406                                   |Please make your check payable to the Fund you are
Minimum initial investment for each Fund:                                       |investing in. Minimum each account (including
                                                                                |additional investments for each Fund: $50.00 for
$250 for each account (including retirement accounts)                           |retirement accounts)
                                                                                |
BY WIRE                                                                         |BY WIRE
Telephone  800-332-6459  and you will receive an account number.                |
Call your bank|with instructions to transmit funds to:                          |Call 800-332-6459
         UMB Bank, NA, ABA #10-10-00695                                         |
         Attn:  First Data Investor Services Group                              |Follow the instructions under
         Account #98-7037-071-9                                                 |"TO OPEN AN ACCOUNT - By Wire."
         Name of the Fund                                                       |
         Name on the Account                                                    |
                                                                                |
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|BY AUTOMATIC INVESTMENT
application) with your initial investment.                                      |To add the AUTOMATIC INVESTMENT PLAN to an
                                                                                |existing account, call 800-332-6459 to request the
Subsequent  investments will be drawn from your bank account and invested in the|form.
                                                                                |
designated Fund(s).                                                             |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                                                                    |BY EXCHANGE
 Call 800-332-6459 to request an exchange of shares into:                       |
 - Another Fairport Fund                                                        |If you have previously authorized telephone 
 - Kemper's Cash Account Trust Money Market Portfolio.                          |exchanges, call 080-332-6459 to request an exchange
                                                                                |of shares into:
 For  this  exchange,  you  must  first  receive a prospectus. This may not be  |Another Fairport Fund.
 available in all states.                                                       |Kemper's Cash Account Trust Money Market Portfolio.
                                                                                |For this exchange, you must first receive 
                                                                                |a prospectus. This may not be available in all
 NOTE: No fee or charge will apply, but there may be a capital gain or loss. The|states.
 exchange privilege is subject to amendment or termination at any time upon     |NOTE: No fee or charge will apply, but there may be
 sixty days prior notice.                                                       |a capital gain or loss. The sixty days  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.
                                        
 
 
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>   14
================================================================================
                                                             THE FAIRPORT FUNDS
================================================================================
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                 |    800-332-6459.                              
  number, 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:                         |
Fairport Funds                                |    BY EXCHANGE                                                     
c/o First Data Investor Services Group        |    If you have previously authorized                               
3200 Horizon Drive                            |    telephone exchanges, call 800-332-6459                          
King of Prussia, PA  19406                    |    to request an exchange of shares into:                          
                                              |                                                                    
A check will be mailed to the name(s)         |    -  another Fairport Fund                                        
and address in which the account is           |    -  Kemper's Cash Account Trust Money Market Portfolio.          
registered.                                   |       For this exchange, you must first receive a prospectus.      
- ----------------------------------------------|       This may not be available in all states.                     
                                              |                                                                     
BY SYSTEMATIC WITHDRAWAL                      |    NOTE: No fee or charge will apply, but                           
Call 800-332-6459 to request an               |    an exchange of shares is treated as a                            
application for the SYSTEMATIC                |    sale, and there may be a capital gain or                         
WITHDRAWAL PLAN. Specify the amount and       |    loss. The exchange privilege is subject                          
frequency of withdrawals (minimum of          |    to amendment or termination at any time                          
$100).                                        |    upon sixty days prior notice.                                    
                                              |                                                                     
NOTE: A minimum account balance of            |                                                                     
$10,000 is required and you must have         |                                                                     
all dividends and distributions               |                                                                     
reinvested.                                   |                                                                     
</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.

                                                                              15

<PAGE>   15
================================================================================
THE FAIRPORT 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.
<TABLE>
<CAPTION>

                                                   FAIRPORT MIDWEST GROWTH FUND
- -----------------------------------------------------------------------------------------------------------------------------
   
                                                        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%
<CAPTION>

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

                                                       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>   16
================================================================================
                                                              THE FAIRPORT FUNDS
================================================================================

<TABLE>
<CAPTION>

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

                                                       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>   17
================================================================================
THE FAIRPORT 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 Midwest
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                  January
                                         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 which made                   January
                                         distributions of dividends or capital gains 
                                         during the year.
- ------------------------------------------------------------------------------------------------------------------
1099 - B                                 Sent to shareholders  that have redeemed                      January
                                         any shares during 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>    
Fairport Midwest Growth Fund             End of June                                 Early December
Semi-Annual Distributions                End of December
- -------------------------------------------------------------------------------------------------------------------
Fairport Growth and Income Fund          End of June                                 Early December            
Semi-Annual Distributions                End of December
- -------------------------------------------------------------------------------------------------------------------
Fairport Government Securities Fund      End of the Month                            Early December
Monthly Distributions
- -------------------------------------------------------------------------------------------------------------------
<FN>
*There are no guarantees that either dividends or distributions will be declared
and the schedule is subject to change.
</TABLE>

18


<PAGE>   18
================================================================================
                                                              THE FAIRPORT 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:



                                            Fairport Funds
                        [GRAPHIC LOGO]      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.fairport.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>   19
                              ABOUT FAIRPORT FUNDS
                                 AND ITS ADVISER

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

Fairport  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 Fairport  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.


[GRAPHICS LOGO]
FAIRPORT 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

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

                         ------------------------------
                          Not a part of the prospectus


<PAGE>   20
[GRAPHICS LOGO]
                                 FAIRPORT 
                                 FUNDS

                        CHARTING A COURSE YOU CAN TRUST


                            ACCOUNT APPLICATION FORM
                                      &
                           SUPPLEMENTAL INFORMATION
                                (IF APPLICABLE)




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[GRAPHICS LOGO]
FAIRPORT FUNDS
CHARTING A COURSE YOU CAN TRUST

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                                                        ACCOUNT APPLICATION FORM

                                                                  1-800-332-6459
                                                                (1-800-3-Family)
<S>                                                         <C>
====================================================================================================================================
1. ACCOUNT REGISTRATION                                    3. INVESTMENT AND FUND SELECTION
                                                           
   Please choose one type of account below:                   [ ]PURCHASE BY CHECK MADE PAYABLE TO FAIRPORT FUNDS.
                                                           
   [ ]INDIVIDUAL  [ ]JOINT (JTWROS)* OR [ ]JOINT (JTTEN)      [ ]PURCHASE BY WIRE. CALL 1-800-332-6459 FOR INSTRUCTIONS.
   _____________________________________________________   
   YOUR NAME: FIRST, MIDDLE, LAST                             Indicate Amount of Investment (The minimum initial investment is $250)
   _____________________________________________________   
   SOCIAL SECURITY NUMBER                   BIRTH DATE        [ ] Fairport Growth and Income Fund (#133580)    _____% $___________
   _____________________________________________________      [ ] Fairport Government Securities Fund (#133581)_____% $___________
   JOINT OWNER'S NAME: FIRST, MIDDLE, LAST                    [ ] Fairport Midwest Growth Fund (#133582)       _____% $___________
   _____________________________________________________      [ ] Cash Account Trust Money Market (#133583)
   JOINT OWNER'S SOCIAL SECURITY NUMBER     BIRTH DATE     
   * (Joint ownership with rights of survivorship unless          A prospectus must be obtained from Roulston Research Corp. before 
      otherwise noted)                                            you can purchase this fund.
                                                              [ ] Check here if you have already received a prospectus. 
                                                           
   [ ] CUSTODIAL/GIFT TO MINORS                                   TOTAL INVESTMENT                              100%  $___________
                                                           
       _________________________________________________   4. DISTRIBUTION OPTIONS    
       CUSTODIAN'S NAME: FIRST, MIDDLE, LAST               
       (name one only)                                        ALL DISTRIBUTIONS WILL BE REINVESTED AUTOMATICALLY UNLESS 
       __________________________________________________     INDICATED OTHERWISE:
       MINOR'S NAME: FIRST, MIDDLE, LAST  (name one only)  
                                                           
       __________________________________________________     INCOME DIVIDENDS:
       MINOR'S SOCIAL SECURITY NUMBER                      
       __________________________________________________     [ ] Reinvest      [ ] Cash
       MINOR'S BIRTH DATE                                     [ ] Other Fairport Fund     ____________________________
       __________________________________________________                                        fund/account #
       MINOR"S STATE OF RESIDENCE            UGMA or UTMA     Capital Gains Distributions:
                                                           
                                                              [ ]Reinvest       [ ]Cash
   [ ] TRUST/PLAN                                             [ ]Other Fairport Fund      ____________________________
       __________________________________________________                                     fund/account #
       TRUSTEE'S NAME                                      5. TELEPHONE AUTHORIZATION
       __________________________________________________     [ ]Check box if you want this service:
       ADDITIONAL TRUSTEE'S NAME                           
       __________________________________________________        I (We) authorize First Data Investor  Services and/or 
                                                                 Fairport Funds to act upon instructions  received by telephone 
       NAME OF TRUST AGREEMENT/PLAN                              from me (us) to redeem shares or to exchange for shares of other  
       __________________________________________________        Fairport  Funds.  I (we)  understand an exchange is made by
       TRUST'S/PLAN'S TAXPAYER IDENTIFICATION NUMBER             redeeming  shares  of one  portfolio  and using the  proceeds  
       __________________________________________________        to buy  shares of another portfolio.  Exchanges must be made into 
       DATE OF PLAN                                              identically registered accounts. Redemption proceeds will be sent 
                                                                 as indicated in Section 8.
   [ ] CORPORATION/OTHER                                   
       __________________________________________________   6. SYSTEMATIC WITHDRAWAL PLAN
       NAME OF CORPORATION OR OTHER ENTITY                 
       __________________________________________________      [ ]Check box if you want this service:
       AUTHORIZED SIGNER(S)                                       To establish a Systematic  Withdrawal Plan (SWP),  
       __________________________________________________         an account must have a current market value of $10,000 or more.
       TAXPAYER IDENTIFICATION NUMBER                             Additionally, an account must have dividends reinvested.
                                                           
2.     MAILING ADDRESS                                            [ ]Check box if you want withdrawal sent to address of record.
       __________________________________________________         [ ]Check box if you want withdrawal sent VIA ACH as instructions 
       STREET ADDRESS OR P.O. BOX                                    indicate in section 8.
       __________________________________________________      
       CITY, STATE, ZIPCODE                                          Amount and Frequency of Payment:
       __________________________________________________            Beginning in _________________, 19____,
       DAYTIME TELEPHONE                                                               (month)
       __________________________________________________            Please make payments in the amount of $___________________.
       EVENING TELEPHONE                                                                                    Amount $100 minimum
       __________________________________________________        
       E-MAIL ADDRESS                                                Payments will be  processed  on the 25th day of the month  
                                                                     frequency indicated below:
       [ ]Please check here to recieve a consolidated               [ ]Monthly    [ ]Quarterly    [ ]Semi-annually   [ ]Annually
          statement for all accounts.                                      
       [ ]DUPLICATE CONFIRMATION                                 
       ___________________________________________________                                                          
       NAME
       ___________________________________________________
       STREETADDRESS OR P.O. BOX
       ___________________________________________________
       CITY, STATE, ZIPCODE

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<PAGE>   22
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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.


   ATTACH A VOIDED CHECK OR DEPOSIT SLIP TO THE APPLICATION.

   __________________________________________________________________
   NAME OF BANK
   __________________________________________________________________
   BANK ADDRESS
   __________________________________________________________________
   ROUTING NUMBER
   __________________________________________________________________
   NAME(S) ON BANKACCOUNT
   __________________________________________________________________
   ACCOUNT NUMBER                                CHECKING or SAVINGS


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 OFINDIVIDUAL
   _______________________________________________________________________
   X SIGNATURE OF JOINT OWNER
   _______________________________________________________________________
   DATE
   _______________________________________________________________________
   X SIGNATURE OF AUTHORIZED OFFICERS, PARTNERS, TRUSTEES OR OTHER SIGNERS
   _______________________________________________________________________
   X
   _______________________________________________________________________
   X
   _______________________________________________________________________
   DATE

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[LIGHTHOUSE LOGO]
   Mail Completed Applications to:

              Fairport Funds
              c/o First Data Investor Services
              P.O. Box 61503
              King of Prussia,PA 19406-9993

                    - make checks payable to Fairport Funds -

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

                           FOR INVESTMENT DEALER ONLY
                          -----------------------------
_________________________________________________________________________
Dealer #

_________________________________________________________________________
Branch #

_________________________________________________________________________
Rep # Reps Last Name

_________________________________________________________________________
Firm Name

_________________________________________________________________________
Branch Address

_________________________________________________________________________
City/ State/ Zip
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