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STATEMENT OF ADDITIONAL INFORMATION
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ROULSTON EMERGING GROWTH FUND
ROULSTON INTERNATIONAL EQUITY FUND
ROULSTON GROWTH FUND
ROULSTON GROWTH AND INCOME FUND
ROULSTON GOVERNMENT SECURITIES FUND
Five Funds of
ROULSTON FUNDS
Investment Adviser:
ROULSTON & COMPANY, INC.
This Statement of Additional Information is not a prospectus and
relates to ROULSTON EMERGING GROWTH FUND (the "EMERGING GROWTH FUND"), ROULSTON
INTERNATIONAL EQUITY FUND (the "INTERNATIONAL EQUITY FUND"), ROULSTON GROWTH
FUND (the "GROWTH FUND"), ROULSTON GROWTH AND INCOME FUND (the "GROWTH AND
INCOME FUND"), and ROULSTON GOVERNMENT SECURITIES FUND (the "GOVERNMENT
SECURITIES FUND"), five separate series of Roulston Funds (the "Trust"). The
EMERGING GROWTH FUND, INTERNATIONAL EQUITY FUND, GROWTH FUND, GROWTH AND INCOME
FUND, and GOVERNMENT SECURITIES FUND are sometimes referred to individually as a
"Fund" and collectively as the "Funds".
This Statement of Additional Information is intended to provide
additional information regarding the activities and operations of the Funds and
the Trust and should be read in conjunction with the Funds' Prospectus dated
March 1, 2000. The Prospectus may be obtained without charge through the Funds'
Distributor, Roulston Research Corp., 3636 Euclid Avenue, Suite 3000, Cleveland,
Ohio 44115 (the "Distributor") by calling 1-800-332-6459.
The Funds' most recent Annual Report to Shareholders is a separate
document that is incorporated by reference into this Statement of Additional
Information. The Funds' Annual and Semi-Annual Reports to Shareholders are also
available without charge by calling the Distributor at 1-800-332-6459.
MARCH 1, 2000
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TABLE OF CONTENTS
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THE TRUST..........................................................3
INFORMATION ON PERMITTED INVESTMENTS AND RELATED RISK FACTORS......3
INVESTMENT LIMITATIONS OF THE FUNDS...............................17
MANAGEMENT OF THE TRUST...........................................18
PRINCIPAL HOLDERS OF SECURITIES...................................21
INVESTMENT ADVISORY AND OTHER SERVICES............................22
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS..................27
NET ASSET VALUE...................................................28
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION....................29
TAXES.............................................................30
PERFORMANCE INFORMATION...........................................33
SHARES OF BENEFICIAL INTEREST.....................................35
FINANCIAL STATEMENTS..............................................36
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THE TRUST
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ROULSTON FUNDS (the "Trust") is an open-end management investment
company established under Ohio law as an Ohio business trust under a Declaration
of Trust dated September 16, 1994. In March 1996, the Trust changed its name
from "The Roulston Family of Funds" to "Fairport Funds." As of July 1, 1999, the
Trust changed its name to "Roulston Funds." Each of the Funds is classified as
diversified, meaning that, with respect to 75% of its total assets, it does not
invest more than 5% of its assets in the securities of any single issuer (other
than securities issued by the U.S. Government or its agencies or
instrumentalities).
On April 28, 1995, pursuant to an Agreement and Plan of Reorganization
and Liquidation with The Advisors' Inner Circle Fund, a Massachusetts business
trust ("Advisors"), the GROWTH FUND, the GROWTH AND INCOME FUND and the
GOVERNMENT SECURITIES FUND of the Trust acquired all of the assets of each of
the Roulston Midwest Growth Fund, the Roulston Growth and Income Fund, and the
Roulston Government Securities Fund of Advisors (collectively, the "Acquired
Funds"), respectively, in exchange for the assumption of such Acquired Fund's
liabilities and a number of full and fractional shares of the corresponding Fund
of the Trust having an aggregate net asset value equal to such Acquired Fund's
net assets (the "Reorganization"). The performance and financial information
included in this Statement of Additional Information relates to both the
operations of the Acquired Funds prior to the Reorganization and to the Funds of
the Trust since the Reorganization. For accounting and advertising information
purposes, the Acquired Funds were considered to the survivors of the
Reorganization.
Much of the information contained in this Statement of Additional
Information expands upon subjects discussed in the Prospectus of the Funds.
Capitalized terms not defined herein are defined in the Prospectus. No
investment in shares of a Fund should be made without first reading the
Prospectus.
INFORMATION ON PERMITTED INVESTMENTS
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AND RELATED RISK FACTORS
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AMERICAN DEPOSITORY RECEIPTS ("ADRS)"
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ADRs are typically issued by a U.S. financial institution and are
evidence ownership of underlying securities issued by a foreign issuer.
Sponsored ADRs are a joint arrangement between the foreign issuer and the U.S.
financial institution acting depository and tend to be more liquid than
unsponsored ADRs. Also, generally more information is available about the
underlying issuer to holders of sponsored ADRs than for unsponsored ADRs. Each
Fund, other than the Government Securities Fund, may invest in sponsored or
unsponsored ADRs.
BANKERS' ACCEPTANCES
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Bankers' acceptances are negotiable bills of exchange or time drafts
drawn on and accepted by a commercial bank, meaning, in effect, that the bank
unconditionally agrees to pay the face value of the instrument on maturity.
Bankers' acceptances are used by corporations to finance the shipment and
storage of goods and to furnish dollar exchanges. Maturities are generally six
months or less. Each Fund is permitted to invest in bankers' acceptances.
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CERTIFICATES OF DEPOSIT
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A certificate of deposit is a negotiable interest bearing instrument
with a specific maturity. Certificates of deposit are issued by U.S. commercial
banks and savings and loan institutions in exchange for the deposit of funds and
normally can be traded in the secondary market prior to maturity. Certificates
of deposit generally carry penalties for early withdrawal. Each Fund is
permitted to invest in certificates of deposit.
COMMERCIAL PAPER
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Commercial paper is unsecured short-term promissory notes issued by
corporations and other entities. Maturities on these notes typically vary from a
few days to nine months. Each Fund may invest in commercial paper.
TIME DEPOSITS
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A time deposit is a non-negotiable receipt issued by a bank in exchange
for the deposit of funds. Like a certificate of deposit, it earns a specified
rate of interest over a definite period of time; however, it cannot be traded in
the secondary market. Time deposits in excess of seven days with a withdrawal
penalty are considered to be illiquid securities; a Fund will not invest more
than 15% of its net assets in illiquid securities, including such time deposits.
Each Fund is permitted to invest in time deposits.
CONVERTIBLE SECURITIES
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Convertible securities are securities such as rights, bonds, notes and
preferred stocks which are convertible into or exchangeable for common stocks.
Convertible securities have characteristics similar to both fixed income and
equity securities. Because of the conversion feature, the market value of
convertible securities tends to move together with the market value of the
underlying common stock. As a result, a Fund's selection of convertible
securities is based, to a great extent, on the potential for capital
appreciation that may exist in the underlying stock. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuer, and any call provisions. Both the GROWTH FUND and the GROWTH AND
INCOME FUND may invest in convertible securities.
U.S. GOVERNMENT SECURITIES
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U.S. Government Securities are securities issued or guaranteed by the
U.S. Government or its agencies or instrumentalities. Securities issued directly
by the U.S. Government consist of bills, notes and bonds issued by the U.S.
Treasury, including U.S. Treasury inflation index-linked securities and
separately traded interest and principal component parts of such securities that
are transferable only through the Federal Reserve's book entry system known as
Separately Traded Registered Interest and Principal Securities ("STRIPs").
Agencies and instrumentalities of the U.S. Government include the Government
National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"), the Student Loan Marketing Association ("SLMA"), and the
Federal Home Loan Mortgage Corporation ("FHLMC"). Obligations of agencies such
as GNMA are backed by the full faith and credit of the U.S. Government. Others,
such as the obligations of FNMA, are not backed by the full faith and credit of
the U.S. Government but are supported by the right of the issuer to borrow from
the U.S. Treasury; others, such as those of SLMA, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations;
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and still others, such as the Federal Farm Credit Banks, are supported only by
the credit of the agency. No assurance can be given that the U.S. Government
would provide financial assistance to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. The GOVERNMENT
SECURITIES FUND invests primarily in U.S. Government securities. Each of the
other Funds may invest in U.S. Government securities with remaining maturities
of 12 months or less.
STRIPS are sold as zero coupon securities; that is, the component parts
of fixed income securities that have been stripped of their unmatured interest
coupons. Zero coupon securities are sold at a (usually substantial) discount and
redeemed at face value at their maturity date without interim cash payments of
interest or principal. The amount of this discount is accreted over the life of
the security, and the accretion constitutes the income earned on the security
for both accounting and tax purposes. Because of these features, the market
prices of zero coupon securities are generally more volatile than the market
prices of securities that have a similar maturity but pay interest periodically.
Zero coupon securities are likely to respond to a greater degree to interest
rate changes than are non-zero coupon securities with similar maturity and
credit qualities. The Funds intend to invest in STRIPs that are only traded
through the U.S. Government-sponsored program.
Roulston & Company will purchase only those STRIPs that it determines
are liquid or, if illiquid, do not violate that Fund's investment policy
concerning investments in illiquid securities.
CORPORATE DEBT SECURITIES
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The GOVERNMENT SECURITIES FUND'S investments in these securities are
limited to corporate obligations of domestic issuers. Generally, the GOVERNMENT
SECURITIES FUND will only invest in corporate obligations rated within the four
highest rating categories by a nationally recognized rating agency such as
Standard & Poor's Rating Group or Moody's Investor Services ("rating agency").
However, the Fund may also invest up to 5% of its total assets in corporate
obligations rated "B" or "BB" by such rating agencies. For a description of such
rating categories, see the Appendix to this Statement of Additional Information.
Securities which are rated in the fourth highest rating category by a
rating agency (e.g., BBB or Baa) are considered to be "medium grade" securities.
Medium grade securities, although deemed to be investment grade, have
speculative characteristics and may be subject to greater fluctuations in value
than higher-rated securities. In addition, the issuers of medium grade
securities may be more vulnerable to adverse economic conditions or changing
circumstances than issuers of higher-rated securities.
Securities that rated "BB" or "B" are commonly known as "high yield" or
"junk" bonds. Such securities will usually have higher yields than higher rated
securities. However, there is more risk associated with these investments. This
is because of reduced creditworthiness and increased risk of default. Under
rating agency guidelines, such lower rated securities will likely have some
quality and protective characteristics that are outweighed by large
uncertainties or major risk exposures to adverse conditions. Lower rated
securities are considered to have extremely poor prospects of ever attaining any
real investment standing, to have a current identifiable vulnerability to
default, and to be unlikely to have the capacity to make required interest
payments and repay principal when due in the event of adverse business,
financial or economic conditions. The foregoing factors may, under certain
circumstances, reduce the value of securities held by the Fund and thus affect
the value of the Fund's shares.
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After purchase by the GOVERNMENT SECURITIES FUND, a security may cease
to be rated or its rating may be reduced below the minimum required for
investment by the Fund. Neither event will require a sale of such security by
the Fund. However, the portfolio manager will consider such event in his
determination of whether the Fund should continue to hold the security. To the
extent the ratings given by a rating agency may change as a result of changes in
such organization's rating systems, the Fund will attempt to use comparable
ratings as standards for investments in accordance with the investment policies
contained in the Prospectus and in this Statement of Additional Information.
MORTGAGE-BACKED SECURITIES
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The GOVERNMENT SECURITIES FUND is permitted to invest in
mortgage-backed securities issued or guaranteed by the U.S. Government, its
agencies or instrumentalities or by non-governmental entities which are rated,
at the time of purchase, within the four highest rating categories by one or
more rating agency. Due to scheduled and unscheduled principal payments on the
underlying obligations, such securities have a shorter average maturity and,
therefore, less principal volatility than a bond with a comparable maturity.
Since prepayment rates vary widely, it is not possible to accurately predict the
average maturity of a particular pool of mortgages. The scheduled monthly
interest and principal payments relating to mortgages in the pool will be
"passed through" to investors. Such mortgage-backed securities differ from
conventional bonds in that principal is paid back to the certificate holders
over the life of the loan rather than at maturity. As a result, there will be
monthly scheduled payments of principal and interest. In addition, there may be
unscheduled principal payments representing prepayments on the underlying
mortgages. Early repayment of principal on mortgage pass-through securities
arising from prepayments of principal on the underlying obligations (due to
sale, refinancing, or foreclosure of the underlying property, net of fees and
costs which may be incurred) may expose the Fund to a lower rate of return upon
reinvestment of such principal. Also, if a mortgage-related security subject to
prepayment has been purchased at a premium (i.e., a price in excess of the
principal amount) in the event of accelerated prepayments, the Fund may risk
loss of principal because the premium may not have been fully amortized at the
time the security was paid. The opposite is true for mortgage-backed securities
purchased at a discount. Like other fixed-income securities, when interest rates
rise, the value of mortgage-backed securities generally will decline; however,
when interest rates decline, the value of mortgage-backed securities with
prepayment features may not increase as much as other fixed-income securities.
Prepayment rates will be used to determine a mortgage-backed security's
estimated average life and the GOVERNMENT SECURITY FUND'S dollar-weighted
average portfolio maturity.
1. GOVERNMENT ISSUED MORTGAGE-RELATED SECURITIES
Securities issued or guaranteed by the U.S. Government or one of its
agencies or instrumentalities are considered to be "mortgage-related securities"
because they represent ownership in a pool of federally insured mortgage loans
with maturities of up to 30 years. Although mortgage-related securities may
offer yields higher than those available from other types of U.S. Government
securities, such securities may be less effective than other types of securities
as a means of "locking in" attractive long-term rates because of the prepayment
feature.
2. PRIVATE ISSUED MORTGAGE-RELATED SECURITIES
Mortgage pass-through securities created by non-governmental issuers
(such as commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary
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market issuers) may be supported by various forms of insurance or guarantees
issued by governmental entities as well as private entities.
3. COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS")
CMOs are debt obligations collateralized by residential or commercial
mortgage loans or residential or commercial mortgage pass-through securities.
Interest and prepaid principal are generally paid monthly. CMOs may be
collateralized by whole mortgage loans or private mortgage pass-through
securities but are more typically collateralized by portfolios of mortgage
pass-through securities guaranteed by GNMA, FHLMC or FNMA. The issuer of a
series of CMOs may elect to be treated for tax purposes as a Real Estate
Mortgage Investment Conduit ("REMIC"). All future references to CMOs shall also
be deemed to include REMICs.
CMOs are structured into multiple classes, each bearing a different
stated maturity. Monthly payment of principal received from the pool of
underlying mortgages, including prepayments, is first returned to investors
holding the shortest maturity class. Investors holding the longer maturity
classes usually receive principal only after shorter maturity classes have been
retired. An investor may be partially protected against a sooner than desired
return of principal because of the sequential payments.
Certain issuers of CMOs are not considered investment companies
pursuant to a rule adopted by the Securities and Exchange Commission ("SEC"),
and the Fund may invest in the securities of such issuers without the
limitations imposed by the Investment Company Act of 1940 (the "1940 Act") on
investments by the Fund in other investment companies. In addition, in reliance
on an earlier SEC interpretation, the Fund's investments in certain other
qualifying CMOs, which cannot or do not rely on the rule, are also not subject
to the limitation of the 1940 Act on acquiring interests in other investment
companies. In order to be able to rely on the SEC's interpretation, issuers of
these CMOs must be unmanaged, fixed asset issuers that (a) invest primarily in
mortgage-backed securities, (b) do not issue redeemable securities, (c) operate
under general exemptive orders exempting them from all provisions of the 1940
Act, and (d) are not registered or regulated under the 1940 Act as investment
companies. To the extent that the Fund selects CMOs that cannot rely on the rule
or do not meet the above requirements, the Fund's investments in such securities
will be subject to the limitations described below with respect to its
investments in other investment companies.
4. ADJUSTABLE RATE MORTGAGE SECURITIES
Adjustable rate mortgage securities ("ARMs") are pass-through
securities collateralized by mortgages with adjustable, rather than fixed rates
of interest. ARMs eligible for inclusion in a mortgage pool generally provide
for a fixed initial mortgage interest rate for either the first three, six,
twelve, thirteen, thirty-six, or sixty scheduled monthly payments. Thereafter,
the interest rates are subject to periodic adjustment based on changes to a
designated benchmark index.
The ARMs generally contain maximum and minimum rates beyond which the
mortgage interest rate may not vary over the lifetime of the mortgage. In
addition, certain ARMs provide for additional limitations on the maximum amount
by which the mortgage interest may be adjusted for any single adjustment period.
In the event that market rates of interest rise to levels above that of the
ARM's maximum rate, the ARM's coupon may represent a below market rate of
interest. In these circumstances, the market value of the ARM security will
likely fall.
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Some ARMs contain limitations on changes in the required monthly
payment. In the event that a monthly payment is not sufficient to pay the
interest accruing on an ARM, any such excess interest is added to the principal
balance of the mortgage loan, which is repaid through future monthly payments.
If the monthly payment for such an instrument exceeds the sum of the interest
accrued at the applicable mortgage interest rate and the principal payment
required at such point to amortize the outstanding principal balance over the
remaining term of the loan, the excess is then utilized to reduce the
outstanding principal balance of the ARM.
ASSET-BACKED SECURITIES
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The GOVERNMENT SECURITIES FUND is permitted to invest in asset-backed
securities. Asset-backed securities have structural characteristics similar to
mortgage-backed securities and a similar risk of prepayment. However,
asset-backed securities involve certain risks that are not posed by
mortgage-related securities, resulting mainly from the fact that asset-backed
securities do not usually contain the benefit of a complete security interest in
the related collateral. The underlying assets include assets such as motor
vehicle installment sales contracts, other installment loan contracts and
receivables from credit card and other revolving credit arrangements. For
example, credit card receivables generally are unsecured and the debtors are
entitled to the protection of a number of state and Federal consumer credit
laws, some of which may reduce the ability of the Fund, as an investor, to
obtain full payment in the event of default or insolvency. In the case of
automobile receivables, due to various legal and economic factors, proceeds from
repossessed collateral may not always be sufficient to support payments on these
securities. The risks associated with asset-backed securities are often reduced
by the addition of credit enhancements such as a letter of credit from a bank,
excess collateral or a third-party guarantee. With respect to an asset-backed
security arising from secured debt (such as automobile receivables), there is a
risk that parties other than the originator and servicer of the loan may acquire
a security interest superior to that of the security's holders.
TEMPORARY DEFENSIVE POSITIONS
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When any of the Funds takes a temporary defensive position, it may
invest up to 100% of its assets as cash or money market instruments, including
bankers' acceptances, certificates of deposit, high quality commercial paper,
short-term U.S. Government securities, money market mutual funds and repurchase
agreements.
VARIABLE AMOUNT MASTER DEMAND NOTES
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Variable amount master demand notes, in which the Funds may invest, are
unsecured demand notes that permit the indebtedness thereunder to vary and
provide for periodic adjustments in the interest rate according to the terms of
the instrument. Because master demand notes are direct lending arrangements
between a Fund and the issuer, they are not normally traded. Although there is
no secondary market in the notes, a Fund may demand payment of principal and
accrued interest at any time within 30 days. While such notes are not typically
rated by credit rating agencies, issuers of variable amount master demand notes
(which are normally manufacturing, retail, financial and other business
concerns), must be considered to be of comparable quality to the issuers of
commercial paper that could be purchased for such Fund. Roulston & Company will
consider the earning power, cash flow, and other liquidity ratios of the issuers
of such notes and will continuously monitor their financial status and ability
to meet payment on demand. In determining average weighted portfolio maturity, a
variable amount master demand note will be deemed to have a maturity equal to
the longer of the period of time remaining until the next interest rate
adjustment or the period of time remaining until the principal amount can be
recovered from the issuer through demand. In
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the event that the period of time remaining until the principal amount can be
recovered under a variable master demand note exceeds seven days, a Fund will
treat such note as illiquid for purposes of its limitations on investments in
illiquid securities.
VARIABLE AND FLOATING RATE SECURITIES
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Each Fund may acquire variable and floating rate securities, subject to
such Fund's investment objectives, policies and restrictions. A variable rate
security is one whose terms provide for the adjustment of its interest rate on
set dates and which, upon such adjustment, can reasonably be expected to have a
market value that approximates its par value. A floating rate security is one
whose terms provide for the adjustment of its interest rate whenever a specified
interest rate changes and which, at any time, can reasonably be expected to have
a market value that approximates its par value. The interest rates on these
securities may be reset daily, weekly, quarterly or some other reset period. The
Funds intend to invest in variable and floating rate securities whose market
value upon reset of the interest rate will approximate par value because their
interest rates will be tied to short-term rates. However, there is a risk that
the current interest rate on such obligations may not accurately reflect
existing market rates, and therefore that upon such interest rate reset, the
instrument may decline in value.
Such securities frequently are not rated by credit rating agencies;
however, unrated variable and floating rate securities purchased by a Fund must
be determined by Roulston & Company to be of comparable quality at the time of
purchase to rated instruments eligible for purchase under that Fund's investment
policies. In making such determinations, Roulston & Company will consider the
earning power, cash flow and other liquidity ratios of the issuers of such notes
(such issuers include governmental agencies, and financial, merchandising, bank
holding and other companies) and will continuously monitor their financial
condition. Although there may be no active secondary market with respect to a
particular variable or floating rate security purchased by a Fund, the Fund may
resell the note at any time to a third party. The absence of an active secondary
market, however, could make it difficult for the Fund to dispose of a variable
or floating rate security in the event the issuer of the note defaulted on its
payment obligations and the Fund could, as a result or for other reasons, suffer
a loss to the extent of the default. To the extent that a Fund is not entitled
to receive the principal amount of a note within seven days and there is no
established market for such security, such a security will be treated as an
illiquid security for purposes of calculation of the 15% limitation on such
Fund's investment in illiquid securities.
INITIAL PUBLIC OFFERINGS
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The INTERNATIONAL EQUITY FUND, GROWTH FUND, and GROWTH AND INCOME FUND
may each invest from time to time, and the EMERGING GROWTH FUND invests a
substantial portion of its total assets, in the securities of selected new
issuers, or initial public offerings (IPOs). The Funds will only invest in
securities which Roulston & Company believes present an acceptable amount of
risk. Investments in relatively new issuers may carry special risks and may be
more speculative because such companies are often unseasoned. Such companies may
also lack sufficient resources, may be unable to generate internally the funds
necessary for growth and may find external financing to be unavailable on
favorable terms or even totally unavailable. Those companies will often be
involved in the development or marketing of a new product with no established
market, which could lead to significant losses. In addition, the securities of
such issuers may have limited marketability, which may affect or limit their
liquidity and therefore the ability of a Fund to sell such securities at the
time and price it deems advisable. Such securities may also be subject to more
abrupt or erratic market movements over time than securities of more seasoned
companies or the market as a whole.
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SECTION 4(2) SECURITIES
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Section 4(2) securities are issued by corporations without registration
under the Securities Act of 1933, as amended (the "1933 Act"), in reliance on an
exemption from registration which is afforded by Section 4(2) of the 1933 Act.
Section 4(2) securities are restricted as to disposition under Federal
securities laws, and generally are sold to institutional investors who agree
that they are purchasing the securities for investment and not with a view to
public distribution. Any resale must also generally be made in an exempt
transaction. Section 4(2) securities are normally resold, if at all, to other
institutional investors through or with the assistance of the issuer or
investment dealers who facilitate the resale of such Section 4(2) securities,
thus providing some liquidity.
Pursuant to procedures adopted by the Board of Trustees, Roulston &
Company may determine Section 4(2) securities to be liquid if such securities
are eligible for resale under Rule 144A of the 1933 Act and are readily
saleable. Rule 144A permits a Fund to purchase securities which have been
privately placed and resell securities to certain qualified institutional buyers
without restriction. For purposes of determining whether a Rule 144A security is
readily saleable, and therefore liquid, Roulston & Company must consider, among
other things, the frequency of trades and quotes for the security, the number of
dealers willing to purchase or sell the security and the number of potential
purchasers, dealer undertakings to make a market in the security, and the nature
of the security and marketplace trades of such security. However, investing in
Rule 144A securities, even if such securities are initially determined to be
liquid, could have the effect of increasing the level of a Fund's illiquidity to
the extent that qualified institutional buyers become, for a time, uninterested
in purchasing these securities. Each Fund may each invest in restricted, or
Section 4(2), securities.
REPURCHASE AGREEMENTS
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Securities held by each of the Funds may be subject to repurchase
agreements. Under the terms of a repurchase agreement, a Fund would acquire
securities from member banks of the Federal Reserve System and registered
broker-dealers which Roulston & Company deems creditworthy, subject to the
seller's agreement to repurchase such securities at a mutually agreed-upon date
and price. The repurchase price would generally equal the price paid by the Fund
plus interest negotiated on the basis of current short-term rates, which may be
more or less than the rate on the underlying portfolio securities. The seller
under a repurchase agreement will be required to maintain at all times the value
of collateral held pursuant to the agreement at not less than 102% of the
repurchase price (including accrued interest). If the seller were to default on
its repurchase obligation or become insolvent, the Fund would suffer a loss to
the extent that the proceeds from a sale of the underlying portfolio securities
were less than the repurchase price under the agreement, or to the extent that
the disposition of such securities by the Fund were delayed pending court
action. Additionally, there is no controlling legal precedent confirming that
the Fund would be entitled, as against a claim by such seller or its receiver or
trustee in bankruptcy, to retain the underlying securities, although the Board
of Trustees believes that, under the regular procedures normally in effect for
custody of the Fund's securities subject to repurchase agreements and under
Federal laws, a court of competent jurisdiction would rule in favor of the Trust
if presented with the question. Securities subject to repurchase agreements will
be held by the Trust's Custodian or another qualified custodian or in the
Federal Reserve/Treasury book-entry system. Repurchase agreements are considered
to be loans by a Fund under the 1940 Act.
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FOREIGN INVESTMENT
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Investment in foreign securities, including ADRs, is subject to special
investment risks that differ in some respects from those related to investments
in securities of U.S. domestic issuers. Since investments in the securities of
foreign issuers may involve currencies of foreign countries, a Fund may be
affected favorably or unfavorably by changes in currency rates and in exchange
control regulations and may incur costs in connection with conversions between
various currencies.
Since foreign companies are not subject to uniform accounting, auditing
and financial reporting standards, practices and requirements comparable to
those applicable to U.S. companies, there may be less publicly available
information about a foreign company than about a U.S. company. Securities of
many foreign companies are less liquid and more volatile than securities of
comparable U.S. companies.
In addition, with respect to certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability, or diplomatic developments which could affect a Fund's investments
in those countries. Moreover, individual foreign economies may differ favorably
or unfavorably from the U.S. economy in such respects as growth of gross
national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position.
The GOVERNMENT SECURITIES FUND may invest in U.S. dollar denominated
securities issued or guaranteed by supranational entities, foreign governments,
their political subdivisions, agencies or instrumentalities.
A Fund will acquire such securities only when Roulston & Company
believes the risks associated with such investments are minimal.
OPTIONS TRADING
- ---------------
Each Fund may purchase put and call options for various securities and
securities indices that are traded on national securities exchanges, from time
to time, as Roulston & Company deems appropriate. Each of the Funds may also
engage in writing (i.e., selling) put and call options from time to time as
Roulston & Company deems appropriate. A Fund will write only call options that
are covered (options on securities owned by that Fund). A call option gives the
purchaser of the option the right to buy, and the writer has the obligation to
sell, the underlying security at the stated exercise price at any time prior to
the expiration of the option, regardless of the market price of the security. A
put option gives the purchaser the right to sell, and the writer the obligation
to buy, the underlying security at the stated exercise price at any time prior
to the expiration date of the option, regardless of the market price of the
security. The premium paid to the writer is consideration for undertaking the
obligations under the option contract. Put and call options purchased by the
Funds will be valued at the last sale price, or in the absence of such a price,
at the mean between bid and asked price.
Each of the EMERGING GROWTH FUND, INTERNATIONAL EQUITY FUND, GROWTH
FUND and GROWTH AND INCOME FUND may purchase and sell options on stocks and
stock indices, while the GOVERNMENT SECURITIES FUND may purchase and sell
options on fixed income securities and fixed income securities indices. OPTIONS
WILL BE USED ONLY FOR HEDGING PURPOSES AND WILL NOT BE ENGAGED IN FOR
SPECULATIVE PURPOSES.
11
<PAGE> 12
When a Fund writes an option, an amount equal to the net premium (the
premium less the commission) received by a Fund is included in the liability
section of a Fund's statement of assets and liabilities as a deferred credit.
The amount of the deferred credit will be subsequently marked-to-market to
reflect the current value of the option written. The current value of the traded
option is the last sale price or, in the absence of a sale, the average of the
closing bid and asked prices. If an option expires on the stipulated expiration
date or if a Fund enters into a closing purchase transaction, it will realize a
gain (or a loss if the cost of a closing purchase transaction exceeds the net
premium received when the option is sold) and the deferred credit related to
such option will be eliminated. If a call option is exercised, a Fund may
deliver the underlying security in the open market. In either event, the
proceeds of the sale will be increased by the net premium originally received
and a Fund will realize a gain or loss. In addition, when a Fund writes a
covered call option and such option is exercised, that Fund will forego the
appreciation, if any, on the underlying security in excess of the exercise
price. If a put option is exercised, the Fund will be obligated to purchase the
security.
In order to close out an option it has written, a Fund will enter into
a "closing purchase transaction" -- the purchase of an option on the same
security with the same exercise price and expiration date as the option which
that Fund previously wrote on any particular securities. When a portfolio
security subject to a call option is sold, the Fund which wrote the call will
effect a closing purchase transaction to close out any existing call option on
that security. There is no assurance of liquidity in the secondary market for
purposes of closing out options positions. If that Fund is unable to effect a
closing purchase transaction, it will not be able to sell the underlying
security until the option expires or such Fund delivers the underlying security
upon exercise. When a Fund writes a put option, it will set aside cash and/or
appropriate liquid assets in a segregated custodial account as required to do so
by SEC rules.
Each Fund may purchase or write both OTC (over-the-counter) options and
options traded on U.S. Exchanges. Exchange-traded options are issued by a
clearing organization affiliated with the exchange on which the option is listed
that, in effect, guarantees completion of every exchange-traded option
transaction. OTC options are contracts between the Fund and the counterparty
(usually a securities dealer or a bank) with no clearing organization guarantee.
Thus, when the Fund purchases or writes an OTC option, it relies on the
counterparty to make or take delivery of the underlying investment upon exercise
of the option. Failure by the counterparty to do so would result in the loss of
any premium paid by the Fund as well as the loss of any expected benefit of the
transaction. Although a Fund will enter into OTC options only with
counterparties that are expected to be capable of entering into closing
transactions with such Fund, there is no assurance that such Fund will in fact
be able to close out an OTC option at a favorable price prior to expiration. In
the event of insolvency of the counterparty, a Fund might be unable to close out
an OTC option position prior to its expiration. All or a portion of any assets
used as cover for OTC options written by a Fund would be considered "illiquid"
for purposes of that Fund's limitation on investments in illiquid securities,
which is described below under "Non-fundamental Restrictions."
Although a Fund will engage in option transactions only as hedging
transactions and not for speculative purposes, there are risks associated with
such investment including the following: (i) the success of a hedging strategy
may depend on the ability of Roulston & Company to predict movements in the
prices of the individual securities, fluctuations in markets and movements in
interest rates; (ii) there may be an imperfect correlation between the changes
in market value of the securities held by a Fund and the prices of options;
(iii) there may not be a liquid secondary market for options; and (iv) while a
Fund will receive a
12
<PAGE> 13
premium when it writes covered call options, it may not participate fully in a
rise in the market value of the underlying security.
The Funds may also purchase or sell index options. Index options (or
options on securities indices) are similar in many respects to options on
securities except that an index option gives the holder the right to receive,
upon exercise, cash instead of securities, if the closing level of the
securities index upon which the option is based is greater than, in the case of
a call, or less than, in the case of a put, the exercise price of the option.
FUTURES TRADING
- ---------------
Each Fund may attempt to reduce the risk of investment in securities by
hedging a portion of its portfolio through the use of certain futures
transactions. In attempting to hedge, each Fund may purchase or sell contracts
for the future delivery of the specific financial instruments or securities in
which that Fund may invest, and contracts relating to indices based upon the
types of securities in which that Fund may invest, and engage in related closing
transactions. The Funds will use these instruments primarily as a hedge against
changes resulting from market conditions in the values of securities held in its
portfolio or which it intends to purchase. The Funds may also use future
contracts to obtain exposure to such securities in lieu of owning such
securities directly.
When a futures contract is executed, each party deposits with a broker
or in a segregated custodial account up to 5% or more of the contract amount,
called the "initial margin," and during the term of the contract, the amount of
the deposit is adjusted based on the current value of the futures contract by
payments of variation margin to or from the broker or segregated account.
During a market decline or when Roulston & Company anticipates a
decline, each Fund may hedge a portion of its portfolio by selling futures
contracts in order to limit exposure to the decline. This provides an
alternative to liquidation of securities positions and the corresponding costs
of such liquidation. Conversely, during a market advance or when Roulston &
Company anticipates an advance, each Fund may hedge a portion of its portfolio
by purchasing futures. This affords a hedge against a Fund's not participating
in a market advance at a time when it is not fully invested and serves as a
temporary substitute for the purchase of individual securities which may later
be purchased in a more advantageous manner.
These Funds are permitted to engage in bona fide hedging transactions
(as defined in the rules and regulations of the Commodity Futures Trading
Commission) without any quantitative limitations. Futures which are not for bona
fide hedging purposes may be used provided the total amount of the initial
margin and any option premiums attributable to such positions does not exceed 5%
of a Funds' liquidation value after taking into account unrealized profits and
unrealized losses, and excluding any in-the-money option premiums paid. A Fund
will not market, and are not marketing, themselves as a commodity pool or
otherwise as a vehicle for trading in futures and related options. Each Fund
will segregate liquid assets such as cash, U.S. Government securities or other
liquid securities to cover its positions in futures.
There are several risks associated with the use of futures contracts as
hedging techniques. A purchase or sale of a futures contract may result in
losses in excess of the amount invested in the futures contract. There can be no
guarantee that there will be a correlation between price movements in the
hedging vehicle and in a Fund's securities being hedged. In addition, there are
significant differences between the securities and futures markets that could
result in an imperfect correlation between the markets, causing a given hedge
not to achieve
13
<PAGE> 14
its objectives. The degree of imperfection of correlation depends on
circumstances such as variations in speculative market demand for futures,
including technical influences in futures trading, and differences between the
financial instruments being hedged and the instruments underlying the standard
contracts available for trading in such respects as interest rate levels,
maturities. and creditworthiness of issuers. A decision as to whether, when and
how to hedge involves the exercise of skill and judgment, and even a
well-conceived hedge may be unsuccessful to some degree because of market
behavior or unexpected interest rate trends.
Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
There can be no assurance that a liquid market will exist at a time
when a Fund seeks to close out a futures contract, and that Fund would remain
obligated to meet margin requirements until the position is closed. In addition,
many of the contracts discussed above are relatively new instruments without a
significant trading history. As a result, there can be no assurance that an
active secondary market will develop or continue to exist.
WARRANTS
- --------
These instruments give holders the right, but not the obligation, to
buy shares of a company at a given price during a specified period. The EMERGING
GROWTH FUND, INTERNATIONAL EQUITY FUND, GROWTH FUND, and GROWTH AND INCOME FUND
are permitted to invest in warrants.
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES
- -------------------------------------------
The GROWTH FUND, GROWTH AND INCOME FUND, and GOVERNMENT SECURITIES FUND
may purchase securities on a "when-issued" or "delayed-delivery" basis (i.e.,
for delivery beyond the normal settlement date at a stated price and yield).
These transactions involve the purchase of securities subject to settlement and
delivery beyond the normal settlement date. The price and yield on these
securities is fixed as of the purchase date, and no interest accrues to a Fund
before settlement. These securities are therefore subject to market rise due to
changes in interest rates, and/or market prices, and, although the purchase of
securities on a when-issued basis is not considered leveraging, it has the
effect of leveraging a Fund's assets.
When a Fund agrees to purchase securities on a "when-issued" or
"delayed-delivery" basis, the Fund's custodian will set aside in a separate
account cash or liquid securities equal to the amount of the Fund's commitment.
Normally, the custodian will set aside portfolio securities to satisfy the
purchase commitment, and in such a case, a Fund may be required subsequently to
place additional assets in the separate account in order to assure that the
value of the account remains equal to the amount of such Fund's commitment. It
may be expected that a Fund's net assets will fluctuate to a greater degree when
it sets aside portfolio securities to cover such purchase commitments than when
it sets aside cash. In addition, because a Fund will set aside cash or liquid
securities to satisfy its purchase commitments in the manner described above,
such Fund's liquidity and the ability of Roulston & Company to manage it might
be affected in the event its
14
<PAGE> 15
commitments to purchase "when-issued" or "delayed-delivery" securities ever
exceeded 25% of the value of its assets. Under normal market conditions,
however, a Fund's commitments to purchase "when-issued" or "delayed-delivery"
securities will not exceed 25% of the value of its assets.
The purchase of securities on a when-issued or delayed-delivery basis
involves a risk of loss if the value of the security to be purchased declines
prior to the settlement date or if the seller fails to complete the transaction
and a Fund, as a result, misses a price or yield considered to be advantageous.
A Fund will engage in "when-issued" or "delayed-delivery" transactions only for
the purpose of acquiring portfolio securities consistent with such Fund's
investment objectives and policies and not for investment leverage.
INVESTMENT COMPANY SHARES
- -------------------------
Each Fund may invest up to 10% of the value of its total assets in
securities of other investment companies, including securities of money market
mutual funds. Each Fund intends to invest in money market mutual funds for
purposes of short-term cash management. The Funds intend to invest in the
securities of other investment companies to the extent that Roulston & Company
believes that such investment will assist that Fund in meeting its investment
objective. Since such funds pay management fees and other expenses, shareholders
of a Fund would indirectly pay both Fund expenses and the expenses of underlying
funds with respect to Fund assets invested therein. Applicable regulations
prohibit a Fund from acquiring the securities of other investment companies if,
as a result of such acquisition, a Fund owns more than 3% of the total voting
stock of the acquired investment company; more than 5% of a Fund's total assets
are invested in securities issued by any one investment company; or more than
10% of the total assets of a Fund in the aggregate are invested in securities of
investment companies as a group.
FORWARD CURRENCY CONTRACTS
- --------------------------
The INTERNATIONAL EQUITY FUND may enter into forward currency contracts
from time to time as a hedging technique against possible losses to the Fund in
connection with the currency risk associated with investing in securities
denominated in a foreign currency. A forward currency contract involves an
obligation to purchase or sell a specific currency at a future date, which may
be any fixed number of days from the date of the contract agreed upon by the
parties, at a price set at the time of the contract. These contracts are entered
into in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. The Fund may enter into
forward contracts to protect against uncertainty in the level of future exchange
rates and may also enter in such contracts to increase income and total return.
At or before the maturity of a forward contract, the Fund may either
sell a portfolio security and make delivery of the currency or retain the
security and fully or partially offset its contractual obligation to deliver the
currency by purchasing a second contract. If the Fund retains the portfolio
security and engages in an offsetting transaction, the Fund, at the time of
execution of the offsetting transaction, will incur a gain or a loss to the
extent that movement has occurred in forward contract prices.
The precise matching of forward currency contract amounts and the value
of the securities involved generally will not be possible because the value of
such securities, measured in the foreign currency, will change after the foreign
currency contract has been established. Thus, the Fund might need to purchase or
sell foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward contracts. The projection of short-term
currency market movements is extremely difficult, and the successful execution
of a short-term hedging strategy is highly uncertain.
15
<PAGE> 16
While the values of forward currency contracts may be expected to
correlate with exchange rates, they will not reflect other factors that may
affect the value of the Fund's investments. For example, a currency hedge should
help protect a Yen-denominated common stock against a decline in the Yen, but
will not protect the Fund against such stock's price decline as a result of some
issuer-specific event such as a drop in earnings. Because the value of the
Fund's investments denominated in a foreign currency will change in response to
many factors other than exchange rates, a currency hedge may not be entirely
successful in mitigating changes in the value of the Fund's investments
denominated in that currency over time. In addition, a decline in the dollar
value of a foreign currency in which the Fund's securities are denominated will
reduce the dollar value of the securities, even if their value in the foreign
currency remains constant.
Successful use of forward contracts depends upon Roulston & Company's
ability to predict movements of the overall securities and currency markets.
There can be no assurance that any particular use will be successful. In
addition, as described above, there may be imperfect correlation, or even no
correlation, between price movements of a currency or contract and the
investment being hedged. And while a hedging strategy, if successful, can reduce
the risk of loss by wholly or partially offsetting the negative effect of the
unfavorable price movements in the investments being hedged, such hedging
strategy may also reduce the opportunity for gain by offsetting the positive
effect of favorable price movements in the hedged instruments.
PORTFOLIO TURNOVER
- ------------------
The portfolio turnover rate for each Fund is calculated by dividing the
lesser of that Fund's purchases or sales of portfolio securities for the year by
the monthly average value of the portfolio securities. The calculation excludes
all securities whose remaining maturities at the time of acquisition were one
year or less.
The portfolio turnover rates for the fiscal years ended October 31,
1999 and 1998 for the GROWTH FUND were 121.21% and 52.23%, respectively; for the
GROWTH AND INCOME FUND were 126.99% and 40.43%, respectively; and for the
GOVERNMENT SECURITIES FUND were 837.17% and 89.89%, respectively. The portfolio
turnover rates for EMERGING GROWTH FUND and INTERNATIONAL EQUITY FUND for the
period July 1, 1999 (commencement of operations) through October 31, 1999 were
79.91% and 51.26%, respectively.
ROULSTON GOVERNMENT SECURITIES FUND has recently experienced a
significant increase in portfolio turnover rate due to the new portfolio
manager's restructuring of the portfolio in response to changes in interest
rates and his more active management style and partially due to the size and
small holdings in the Fund. Although the Fund's annual portfolio turnover rate
cannot be accurately predicted, it is estimated this rate will not exceed 300%
for the current fiscal year.
High rates of portfolio turnover (100% or more) entail certain costs,
including increased taxable income for the Fund's shareholders and higher
overall transaction costs. Roulston & Company takes these costs into account,
since they affect the Fund's overall investment performance and reduce
shareholders' return. The portfolio turnover rate for a Fund may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of Shares. Portfolio turnover will not be a
limiting factor in making investment decisions.
16
<PAGE> 17
INVESTMENT LIMITATIONS OF THE FUNDS
-----------------------------------
The investment objective or objectives of the GROWTH FUND, GROWTH AND
INCOME FUND and GOVERNMENT SECURITIES FUND are fundamental policies of those
Funds. The investment objective of the EMERGING GROWTH FUND and INTERNATIONAL
EQUITY FUND are not fundamental, meaning that they may be amended by the Board
of Trustees without shareholder approval.
The investment limitations described immediately below are fundamental
policies of the Funds. Fundamental objectives and policies cannot be changed
with respect to a Fund without the "vote of a majority of the outstanding
shares" of that Fund as that term is defined below under "SHARES OF BENEFICIAL
INTEREST -- Voting Rights."
No Fund may:
1. Purchase securities of any one issuer (except securities issued or
guaranteed by the U.S. Government, its agencies or instrumentalities
and repurchase agreements involving such securities) if as a result
more than 5% of the value of the total assets of the Fund would be
invested in the securities of such issuer or the Fund would hold more
than 10% of the outstanding voting securities of such issuer. This
restriction applies to 75% of a Fund's total assets.
2. Purchase any securities which would cause 25% or more of the total
assets of a Fund to be invested in the securities of one or more
issuers conducting their principal business activities in the same
industry; provided that this limitation does not apply to investments
in obligations issued or guaranteed by the U.S. Government or its
agencies and instrumentalities and repurchase agreements involving such
securities. For purposes of this limitation, (i) utility companies will
be divided according to their services; for example, gas distribution,
gas transmission, electric and telephone will each be considered a
separate industry, and (ii) financial service companies will be
classified according to the end users of their services; for example,
automobile finance, bank finance and diversified finance will each be
considered a separate industry.
3. Borrow money or issue senior securities, except that a Fund may borrow
from banks or enter into reverse repurchase agreements for temporary
purposes in amounts not exceeding 10% of the value of its total assets
and except as permitted by rule, regulation or order of the SEC. A Fund
will not purchase securities while its borrowings (including reverse
repurchase agreements) exceed 5% of its total assets.
3. Make loans, except that a Fund may purchase or hold debt instruments
and make time deposits with financial institutions in accordance with
its investment objectives and policies, and a Fund may enter into
repurchase agreements and engage in securities lending.
4. Purchase or sell real estate (although investment in marketable
securities of issuers which can invest in real estate or engage in such
activities, securities backed or secured by interests in real estate,
institutions that issue mortgages, or real estate investment trusts
which deal in real estate or interests therein are not prohibited by
this restriction);
17
<PAGE> 18
6. Purchase securities on margin, except that a Fund may obtain short-term
credit as necessary for the clearance of securities transactions and
except as may be necessary to make margin payments in connection with
derivative securities transactions;
7. Act as an underwriter of securities of other issuers except as it may
be deemed an underwriter under Federal securities laws in selling a
portfolio security; and
8. Purchase or sell commodities or commodities contracts (including future
contracts), except to the extent disclosed in the then current
Prospectus of the Fund.
NON-FUNDAMENTAL RESTRICTIONS
- ----------------------------
The following additional investment restrictions of the Funds are
non-fundamental and may be changed by the Board of Trustees without shareholder
approval. A Fund may not:
1. Purchase or otherwise acquire any securities, if as a result, more than
15% of that Fund's net assets would be invested in securities that are
illiquid;
2. Engage in any short sales;
3. Pledge, mortgage or hypothecate assets in excess of one third of the
Fund's total assets;
4. Purchase securities of other investment companies except (a) in
connection with a merger, consolidation, acquisition or reorganization,
and (b) to the extent permitted by the 1940 Act and the rules and
regulations thereunder or pursuant to any exemptions therefrom;
If any percentage restriction or requirement described above is
satisfied at the time of investment, a later increase or decrease in such
percentage resulting from a change in asset value will not constitute a
violation of such restriction or requirement. However, should a change in net
asset value or other external events cause a Fund's investments in illiquid
securities, including repurchase agreements with maturities in excess of seven
days, to exceed the limit set forth above for such Fund's investment in illiquid
securities, a Fund will act to cause the aggregate amount of such securities to
come within such limit as soon as reasonably practicable. In such an event,
however, such Fund would not be required to liquidate any portfolio securities
where a Fund would suffer a loss on the sale of such securities.
None of the Funds currently intends to enter into reverse repurchase
agreements during the current fiscal year.
MANAGEMENT OF THE TRUST
-----------------------
TRUSTEES AND OFFICERS OF THE TRUST
- ----------------------------------
Overall responsibility for the management of the Trust and the Funds is
vested in the Board of Trustees, who will manage the Trust in accordance with
the laws of Ohio governing business trusts. Unless so required by the Trust's
Declaration of Trust or By-Laws or by Ohio law, at any given time all of the
Board of Trustees may not have been elected by the shareholders of the Trust.
Trustees may be removed by the Board of Trustees or shareholders in accordance
with the provisions of the Declaration of Trust and By-Laws of the Trust and
Ohio law. The Board of Trustees elects officers and contracts with and provides
for the
18
<PAGE> 19
compensation of agents, consultants and other professionals to assist and advise
it in the day-to-day operations of the Trust and the Funds.
The Board of Trustees and executive officers of the Trust and their
principal occupations for the last five years are set forth below. Each may have
held other positions with the named companies during that period. Each Trustee
who is an "interested person" of the Trust, as that term is defined in the 1940
Act, is indicated by an asterisk. Certain officers of the Trust also serve as
Directors and/or officers of Roulston & Company or the Distributor.
========================= ======================== =============================
NAME, BUSINESS POSITIONS(S) HELD PRINCIPAL OCCUPATION(S)
ADDRESS AND AGE WITH THE TRUST DURING PAST FIVE YEARS
--------------- -------------- ----------------------
========================= ======================== =============================
*Scott D. Roulston Trustee and President President and Director of
3636 Euclid Avenue Roulston & Company, Inc. and
Suite 3000 Roulston Research Corp. since
Cleveland, Ohio 44115 1990.
Age: 42
- ------------------------- ------------------------ -----------------------------
Thomas V. Chema Trustee Partner, Arter & Hadden (law
1100 Huntington Building firm) since April, 1989;
Cleveland, Ohio 44115 since June, 1995, President,
Gateway Consultants Group,
Age: 53 Inc. (sports and related
public facilities
consulting).
- ------------------------- ------------------------ -----------------------------
David B. Gale Trustee Executive Director of North
1700 East 13th Street American Association of State
Suite 4PE and Provincial Lotteries
Cleveland, Ohio 44114 (non-profit association of
sanctioned lotteries) since
Age: 47 March, 1995; President of DBG
Consulting, Inc. (management
consulting firm) since
December, 1994.
- ------------------------- ------------------------ -----------------------------
Charles A. Kiraly Secretary Since May, 1997, Manager of
3636 Euclid Avenue Mutual Fund Administration
Suite 3000 and an employee of Roulston &
Cleveland, Ohio 44115 Company, Inc. since April,
1996; prior thereto, Senior
Age: 30 Dealer Services
Representative at BISYS Fund
Services, Ohio, Inc. (mutual
fund services company).
- ------------------------- ------------------------ -----------------------------
19
<PAGE> 20
- ------------------------- ------------------------ -----------------------------
Kevin M. Crotty Treasurer Since June, 1997, Director of
3636 Euclid Avenue Finance of Roulston &
Suite 3000 Company, Inc. and an employee
Cleveland, Ohio 44115 of Roulston & Company, Inc.
since November, 1996; from
Age: 38 October, 1993 to October,
1996, Accounting Manager of
Philanthropic and Tax
Planning Department of
Premier Industrial
Corporation (electronic
component distributor).
- ------------------------- ------------------------ -----------------------------
Kenneth J. Coleman Assistant Treasurer Joined Roulston & Company in
3636 Euclid Avenue January 1999 and is Chief
Suite 3000 Operating Officer since
Cleveland, Ohio 44115 September 1999. From August
1997 to December 1998,
President of National City
Corporation's Insurance
Services Group. For ten years
prior, Executive at Capitol
American Financial
Corporation.
- ------------------------- ------------------------ -----------------------------
The Trust pays the fees for unaffiliated Trustees (currently $1,000 per
Board meeting attended and $4,000 per year retainer). The officers and
affiliated Trustees of the Trust receive no compensation for such services, but
those officers who are employees of Roulston & Company receive compensation from
Roulston & Company.
The following table sets forth information regarding the total
compensation paid by the Trust to its Board of Trustees for their services as
Trustees during the fiscal year ended October 31, 1999. The Trust has no pension
or retirement plans.
COMPENSATION TABLE:
============================== ======================= =========================
AGGREGATE TOTAL COMPENSATION
NAME AND POSITION COMPENSATION FROM THE TRUST AND
WITH THE TRUST FROM THE TRUST THE FUND COMPLEX *
-------------- -------------- ------------------
============================== ======================= =========================
Scott D. Roulston, Chairman $ 0 $ 0
- ------------------------------ ----------------------- -------------------------
Thomas V. Chema, Trustee $11,000 $11,000
- ------------------------------ ----------------------- -------------------------
David B. Gale, Trustee $ 9,000 $ 9,000
- ------------------------------ ----------------------- -------------------------
20
<PAGE> 21
* For purposes of this Table, Fund Complex means one or more mutual
funds, including the Funds, which have a common investment adviser or
affiliated investment advisers or which hold themselves out to the
public as being related. The Funds are currently the only members of
their Fund Complex.
As of February 25, 2000, Mr. Roulston owned approximately 1.1% of the
EMERGING GROWTH FUND. As of that date, all Trustees and Officers of the Trust,
as a group, except for Mr. Roulston as described in the preceding sentence,
owned fewer than one percent of the shares of any of the Funds.
PRINCIPAL HOLDERS OF SECURITIES
-------------------------------
Listed below are the names and addresses of those shareholders and
accounts who, as of February 14, 2000, owned of record or beneficially 5% or
more of the shares of any Fund.
Persons or organizations owning 25% or more of the outstanding shares
of a Fund may be presumed to "control" (as that term is defined in the 1940 Act)
a Fund. As a result, these persons or organizations could have the ability to
approve or reject those matters submitted to the shareholders of such Fund for
their approval.
ROULSTON EMERGING GROWTH FUND:
- ------------------------------
Shareholder(s) Percentage Owned
-------------- ----------------
Fish Furniture Shop, Inc. 6.42%
2929 Glenmore Rd. (beneficially)
Shaker Heights, OH 44122
ROULSTON INTERNATIONAL EQUITY FUND:
- -----------------------------------
Shareholder(s) Percentage Owned
-------------- ----------------
Fifth Third Bank 14.59%
FBO James Sankey (of record)
PO Box 630074
Cincinnati, OH 45263
ROULSTON GROWTH AND INCOME FUND:
- --------------------------------
Shareholder(s) Percentage Owned
-------------- ----------------
Saxon Company 20.53%
P. O. Box 7780-1888 (beneficially)
Philadelphia, Pennsylvania 19182
21
<PAGE> 22
Charles Schwab & Co., Inc. 4.90%
Special Custody Account (of record)
ATTN: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104
ROULSTON GOVERNMENT SECURITIES FUND:
- ------------------------------------
Shareholder(s) Percentage Owned
-------------- ----------------
National City 13.73%
FBO Martha Barr (beneficially)
DTD 03/09/1989
Attn: Trst Mutual Funds 137R362007
PO Box 94984
Cleveland, OH 44101-4984
Key Trust Co. 6.07%
FBO R W Sidley (beneficially)
DTD 09/30/86
PO Box 94871
Cleveland, OH 44101-4871
INVESTMENT ADVISORY AND OTHER SERVICES
--------------------------------------
THE INVESTMENT ADVISER
- ----------------------
Roulston & Company is controlled directly and indirectly by Thomas H.
Roulston and members of his immediate family. Thomas Roulston is the Chairman of
Roulston & Company. Scott D. Roulston, Trustee, Chairman and President of the
Trust, is President and a Director of Roulston & Company. Roulston Research
Corp., the distributor of the Funds, is a wholly-owned subsidiary of Roulston &
Company.
For the fiscal year ended October 31, 1999, Roulston & Company earned
and voluntarily waived the amounts indicated below with respect to its
investment advisory services to the Funds.
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============================ ============= ============ ===============
GROSS ADVISORY NET
ADVISORY FEES ADVISORY
FUND FEES EARNED WAIVED FEES RECEIVED
---- ----------- ------ -------------
============================ ============= ============ ===============
EMERGING GROWTH FUND* $ 3,173 $ 3,173 $ 0
---------------------------- ------------- ------------ ---------------
INTERNATIONAL EQUITY FUND* $ 2,291 $ 2,291 $ 0
---------------------------- ------------- ------------ ---------------
GROWTH FUND $379,616 $ 94,542 $285,074
---------------------------- ------------- ------------ ---------------
GROWTH AND INCOME FUND $292,957 $ 52,290 $240,667
---------------------------- ------------- ------------ ---------------
GOVERNMENT SECURITIES FUND $ 13,251 $ 13,251 $ 0
---------------------------- ------------- ------------ ---------------
TOTALS $691,288 $165,547 $525,741
---------------------------- ------------- ------------ ---------------
*Such Funds commenced operations July 1, 1999.
For the fiscal year ended October 31, 1998, Roulston & Company earned
and voluntarily waived the amounts indicated below with respect to its
investment advisory services to the Growth, Growth and Income and Government
Securities Funds.
============================= ============= ========== ===============
GROSS ADVISORY NET
ADVISORY FEES ADVISORY
FUND FEES EARNED WAIVED FEES RECEIVED
---- ----------- ------ -------------
============================= ============= ========== ===============
GROWTH FUND $581,223 $34,063 $547,160
----------------------------- ------------- ---------- ---------------
GROWTH AND INCOME FUND $260,482 $16,411 $244,071
----------------------------- ------------- ---------- ---------------
GOVERNMENT SECURITIES FUND $ 11,854 $11,854 $ 0
----------------------------- ------------- ---------- ---------------
TOTALS $853,559 $62,328 $791,231
----------------------------- ------------- ---------- ---------------
For the fiscal year ended October 31, 1997, Roulston & Company earned
and voluntarily waived the amounts indicated below with respect to its
investment advisory services to the Growth, Growth and Income and Government
Securities Funds.
============================== ============= ========== ===============
GROSS ADVISORY NET
ADVISORY FEES ADVISORY
FUND FEES EARNED WAIVED FEES RECEIVED
---- ----------- ------ -------------
============================== ============= ========== ===============
GROWTH FUND $513,898 $136,636 $377,262
------------------------------ ------------- ---------- ---------------
GROWTH AND INCOME FUND $204,420 $ 72,293 $132,127
------------------------------ ------------- ---------- ---------------
GOVERNMENT SECURITIES FUND $ 11,697 $ 11,697 $ 0
------------------------------ ------------- ---------- ---------------
TOTALS $730,015 $220,626 $509,389
------------------------------ ------------- ---------- ---------------
Roulston & Company voluntarily has agreed to waive its fees and
reimburse fund expenses to the extent necessary to keep total fund operating
expenses from exceeding 1.35% for the GROWTH FUND, 1.50% for the GROWTH AND
INCOME FUND, 0.90% for the GOVERNMENT SECURITIES FUND and 1.95% for the EMERGING
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GROWTH FUND and INTERNATIONAL EQUITY FUND. Waivers and reimbursements will
continue until further notice to shareholders.
THE DISTRIBUTOR
- ---------------
Roulston Research Corp., 3636 Euclid Avenue, Suite 3000, Cleveland, OH
44115 (the "Distributor") is a wholly owned subsidiary of Roulston & Company,
and the distributor for the Funds of the Trust. Pursuant to a Distribution
Agreement, the Distributor acts as agent for the Funds in the distribution of
their shares on a continuous basis and, in such capacity, solicits orders for
the sale of shares, advertises and pays the costs and expenses associated with
such advertising. The Distributor receives no compensation for distribution of
shares of the Funds under the Distribution Agreement, but receives payments
under the Trust's Distribution and Shareholder Service Plan described below.
There are no sales charges imposed by the Distributor upon the purchase or
redemption of shares of the Funds.
DISTRIBUTION AND SHAREHOLDER SERVICE PLAN
- -----------------------------------------
The Trust has adopted a Distribution and Shareholder Service Plan (the
"Plan") pursuant to Rule 12b-1 under the 1940 Act under which each Fund is
authorized to pay compensate the Distributor for payments it makes to
broker-dealers, banks and other institutions (collectively, "Participating
Organizations") for providing distribution or shareholder service assistance, or
for distribution assistance and/or shareholder service provided by the
Distributor. Payments to such Participating Organizations may be made pursuant
to agreements entered into with the Distributor. The Plan authorizes each Fund
to make payments to the Distributor in an amount not in excess, on an annual
basis, of 0.25% of the average daily net asset value of that Fund.
As authorized by the Plan, the Distributor has agreed to provide
certain distribution and shareholder services in connection with shares
purchased and held by the Distributor for the accounts of its customers and
shares purchased and held by customers of the Distributor directly, including,
but not limited to, answering shareholder questions concerning the Funds,
marketing of the Funds, providing information to shareholders on their
investments in the Funds and providing such personnel and communication
equipment as is necessary and appropriate to accomplish such matters. Fees paid
are borne solely by the applicable Fund. Such fees may exceed the actual costs
incurred by the Distributor in providing such services.
As required by Rule 12b-1, the Plan was approved by the initial sole
shareholder of the Growth, Growth and Income and Government Securities Funds and
for each Fund by the Board of Trustees, including a majority of the Trustees who
are not interested persons of that Fund and who have no direct or indirect
financial interest in the operation of the Plan (the "Independent Trustees").
The Plan may be terminated as to a Fund by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding shares of that Fund. Any
change in the Plan that would materially increase the distribution cost to a
Fund requires shareholder approval. The Board of Trustees review quarterly a
written report of such costs and the purposes for which such costs have been
incurred. The Plan may be amended by a vote of the Board of Trustees, including
a majority of the Independent Trustees, cast in person at a meeting called for
that purpose. For so long as the Plan is in effect, selection and nomination of
those Trustees who are not interested persons of the Trust shall be committed to
the discretion of such disinterested persons. All agreements with any person
relating to the implementation of the Plan with respect to a Fund may be
terminated at any time upon 60 days' written notice without payment of any
penalty, by vote of a majority of the Independent Trustees or by a vote of the
majority of the outstanding shares of such Fund.
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The Plan continues in effect for successive one-year periods, provided
that each such continuance is specifically approved (i) by the vote of a
majority of the Independent Trustees, and (ii) by a vote of a majority of the
entire Board of Trustees cast in person at a meeting called for that purpose.
The Board of Trustees has a duty to request and evaluate such information as may
be reasonably necessary for them to make an informed determination of whether
the Plan should be implemented or continued. In addition the Board of Trustees
in approving the Plan must determine that there is a reasonable likelihood that
the Plan will benefit the Funds and their shareholders.
The Board of Trustees believes that the Plan is in the best interests
of the Funds since it encourages Fund growth and retention of Fund assets. As a
Fund grows in size, certain expenses, and therefore total expenses per share,
may be reduced and overall performance per share may be improved.
For the fiscal year ended October 31, 1999, such fees totaled $237,003,
all of which were paid to the Distributor for the services described above. The
amounts incurred with respect to each Fund, net of any fee waiver or expense
reimbursement, during such period are set forth below:
=============================== ===============
AMOUNTS
INCURRED
PURSUANT
FUND TO 12b-1 PLAN
---- -------------
=============================== ===============
EMERGING GROWTH FUND* $ 1,058
------------------------------- ---------------
INTERNATIONAL EQUITY FUND* $ 764
------------------------------- ---------------
GROWTH FUND $126,539
------------------------------- ---------------
GROWTH AND INCOME FUND $ 97,652
------------------------------- ---------------
GOVERNMENT SECURITIES FUND $ 13,251
------------------------------- ---------------
TOTAL $239,264
------------------------------- ---------------
* Such Funds commenced operations July 1, 1999.
In addition, the Distributor has entered into Rule 12b-1 Agreements
with selected dealers pursuant to which such dealers agree to provide certain
shareholder services and distribution assistance including, but not limited to,
those discussed above.
THE ADMINISTRATOR, TRANSFER AGENT AND FUND ACCOUNTANT
- -----------------------------------------------------
PFPC Inc. ("PFPC"), 3200 Horizon Drive, King of Prussia, Pennsylvania
19406, serves as the Administrator for the Funds and the Trust. Pursuant to the
terms of a Services Agreement, PFPC assists in supervising all operations of
each Fund (other than those performed by Roulston & Company, by UMB Bank, n.a.
as the custodian for each of the Funds other than the International Equity Fund,
and by The Bank of New York as the custodian for the International Equity Fund).
Under the Services Agreement, PFPC has agreed to furnish statistical
and research data, clerical, and certain bookkeeping services; prepare the
periodic reports to the SEC on Form N-SAR or any replacement forms therefor;
prepare compliance filings pursuant to state securities laws with the advice of
the Trust's counsel; assist to the extent requested by the Trust with the
Trust's preparation of its Annual and Semi-Annual Reports to Shareholders and
its Registration Statement (on Form N-1A or any replacement therefor);
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compile data for, prepare and file timely Notices to the SEC required pursuant
to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and
records of each Fund, including calculation of daily expense accruals; and
generally assist in all aspects of the Funds' operations other than those
performed by Roulston & Company, by UMB Bank, n.a. as custodian to each Fund,
other than the International Equity Fund, and by The Bank of New York as
custodian for the International Equity Fund.
PFPC also serves as the transfer and dividend disbursing agent for each
Fund and provides certain fund accounting services to each of the Funds. Such
fund accounting services include maintaining the accounting books and records
for each Fund, including journals containing an itemized daily record of all
purchases and sales of portfolio securities, all receipts and disbursements of
cash and all other debits and credits, general and auxiliary ledgers reflecting
all asset, liability, reserve, capital, income and expense accounts, including
interest accrued and interest received, and other required separate ledger
accounts; maintaining a monthly trial balance of all ledger accounts; performing
certain accounting services for each Fund, including calculation of the net
asset value per share, calculation of the dividend and capital gain
distributions, if any, and of yield, reconciliation of cash movements with such
Fund's custodian, affirmation to that Fund's custodian of all portfolio trades
and cash settlements, verification and reconciliation with that Fund's custodian
of all daily trade activity; providing certain reports; obtaining dealer
quotations, prices from a pricing service or matrix prices on all portfolio
securities in order to mark the portfolio to the market; and preparing an
interim balance sheet, statement of income and expense, and statement of changes
in net assets for each Fund.
In consideration for such services as administrator, transfer agent and
fund accountant, the Trust has agreed to pay PFPC a fee, computed daily and paid
periodically, at an annual rate calculated as follows:
0.20% on the Trust's average net assets of $0 to $150 Million (subject
to a monthly minimum fee of $22,000); 0.15% on the next $150 Million of
average net assets; 0.10% on the next $200 Million of average net
assets; and 0.05% on the average net assets over $500 Million.
For the fiscal years indicated below, PFPC, or First Investor Services
Group (predecessor of PFPC) earned the following amounts with respect to
administration, fund accounting and transfer agency services provided to the
Funds:
=============================== ============= ============= ============
11/01/98 11/01/97 11/01/96
FUND TO TO TO
---- 10/31/99 10/31/98 10/31/97
=============================== ============= ============= ============
GROWTH FUND $120,769 $135,256 $128,421
- ------------------------------- ------------- ------------- ------------
GROWTH AND INCOME FUND 99,988 70,148 61,979
- ------------------------------- ------------- ------------- ------------
GOVERNMENT SECURITIES FUND 42,656 29,610 31,371
- ------------------------------- ------------- ------------- ------------
EMERGING GROWTH FUND* 10,154 -- --
- ------------------------------- ------------- ------------- ------------
INTERNATIONAL EQUITY FUND* 12,376 -- --
- ------------------------------- ------------- ------------- ------------
TOTAL $285,943 $235,014 $221,771
- ------------------------------- ------------- ------------- ------------
* Such Funds commenced operations July 1, 1999.
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THE CUSTODIANS
- --------------
UMB Bank, n.a., 928 Grand Avenue, Kansas City, Missouri 64141, serves
as each of the Funds' Custodian, except for the International Equity Fund,
pursuant to a Custody Agreement. The Bank of New York, One Wall Street, New York
New York 10286, serves as the International Equity Fund's custodian. In such
capacity, the UMB Bank, n.a. and The Bank of New York hold or arrange for the
holding of all portfolio securities and other assets of the Funds.
INDEPENDENT AUDITORS
- --------------------
McCurdy & Associates CPA's, Inc., 27955 Clemens Road, Westlake, OH
44145, serves as independent auditors for the Funds. The audited financial
statements and notes thereto for the Funds contained in the Annual Report to
Shareholders dated October 31, 1999, are incorporated by reference into this
Statement of Additional Information and have been audited by McCurdy &
Associates CPA's, Inc., whose report also appears in the Annual Report and is
also incorporated by reference herein. No other parts of the Annual Report are
incorporated by reference herein. Such financial statements and notes thereto
have been incorporated herein in reliance on the report of McCurdy & Associates
CPA's, Inc., independent auditors, given on the authority of said firm as
experts in auditing and accounting.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
------------------------------------------------
PORTFOLIO TRANSACTIONS
- ----------------------
Roulston & Company is authorized to select brokers and dealers to
effect securities transactions for the Funds. Roulston & Company will seek to
obtain the most favorable net results by taking into account various factors,
including price, commission, if any, size of the transactions and difficulty of
executions, the firm's general execution and operational facilities and the
firm's risk in positioning the securities involved. While Roulston & Company
generally seeks reasonably competitive spreads or commissions, a Fund will not
necessarily be paying the lowest spread or commission available. Roulston &
Company seeks to select brokers or dealers that offer a Fund best price and
execution or other services which are of benefit to the Trust.
BROKERAGE COMMISSIONS
- ---------------------
Roulston & Company may, consistent with the interests of the Funds,
select brokers on the basis of the research services they provide to Roulston &
Company. Such services may include analyses of the business or prospects of a
company, industry or economic sector, or statistical and pricing services.
Information so received by Roulston & Company will be in addition to and not in
lieu of the services required to be performed by Roulston & Company under the
Advisory Agreement. If, in the judgment of Roulston & Company, a Fund or other
accounts managed by Roulston & Company will be benefited by supplemental
research services, Roulston & Company is authorized to pay brokerage commissions
to a broker furnishing such services which are in excess of commissions which
another broker may have charged for effecting the same transaction. These
research services include advice, either directly or through publications or
writings, as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; furnishing of analyses and reports
concerning issuers, securities or industries; providing information on economic
factors and trends; assisting in determining portfolio strategy; providing
computer software used in security analyses; and
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providing portfolio performance evaluation and technical market analyses. The
expenses of Roulston & Company will not necessarily be reduced as a result of
the receipt of such supplemental information, such services may not be used
exclusively, or at all, with respect to the Fund or account generating the
brokerage, and there can be no guarantee that Roulston & Company will find all
of such services of value in advising the Funds.
Roulston & Company has an arrangement with Thompson Institutional
Services, Inc. ("Thompson") whereby Roulston & Company receives specific
research products known as First Call, ALERT, Research Direct, Baseline, HOLT,
STOCK VAL, and Muller Data in exchange for placing trades on behalf of privately
managed accounts and the Funds. During the period November 1, 1998 through
October 31, 1999, the following transactions were placed with Merrill
Lynch/Dayton (MLDAYTON), the executing broker-dealer for Thompson during such
period. The GROWTH FUND placed 24 trades for shares totaling 101,485 with a
commission rate of $.06 per share for a total commission of $6,089 with
MLDAYTON. The GROWTH AND INCOME FUND placed 23 trades for shares totaling
191,400 with a commission rate of $.06 per share for a total commission of
$11,484 with MLDAYTON.
In addition, a Fund may direct commission business to one or more
designated broker/dealers, in connection with such broker/dealer's payment of
certain of a Fund's or the Trust's expenses.
For the fiscal years ended October 31, 1999, 1998, and 1997, the total
brokerage commissions attributable to each Fund are set forth below.
================================ ========== ========== ===========
11/01/98 11/01/97 11/01/96
TO TO TO
FUND 10/31/99 10/31/98 10/31/97
================================ ========== ========== ===========
GROWTH FUND $168,308 $150,490 $ 74,304
-------------------------------- ---------- ---------- -----------
GROWTH AND INCOME FUND $164,854 $ 47,652 $ 33,625
-------------------------------- ---------- ---------- -----------
GOVERNMENT SECURITIES FUND $ 0 $ 0 $ 0
-------------------------------- ---------- ---------- -----------
EMERGING GROWTH FUND* $ 1,216 -- --
-------------------------------- ---------- ---------- -----------
INTERNATIONAL EQUITY FUND* $ 3,222 -- --
-------------------------------- ---------- ---------- -----------
TOTALS $337,600 $198,142 $107,929
-------------------------------- ---------- ---------- -----------
* Such Funds commenced operations July 1, 1999.
NET ASSET VALUE
---------------
As indicated in the Prospectus, the net asset value of each Fund is
determined and the shares of each Fund are priced as of the earlier of 4:00
p.m., Eastern Time, or the close of regular trading on the New York Stock
Exchange (the "Exchange"), on each Business Day. A "Business Day" is any day the
Exchange is open for regular business. Currently the Exchange is closed in
observance of the following holidays: New Year's Day, Martin Luther King, Jr.
Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas Day.
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Valuations of securities purchased by the Funds are supplied by
independent pricing services used by PFPC, as administrator and fund accountant,
which have been approved by the Board of Trustees. Equity securities which are
listed or admitted to trading on a national securities exchange or other market
trading system which reports actual transaction prices on a contemporaneous
basis will be valued at the last sales price on the exchange or market on which
the security is principally traded. Equity securities for which there is no sale
on that day and equity securities traded only in the over-the-counter market
will be valued at their closing bid prices obtained from one or more dealers
making markets for such securities or, if market quotations are not readily
available, at their fair value as determined in good faith by the Board of
Trustees.
Valuations of fixed and variable income securities ("debt securities")
are based upon a consideration of yields or prices of obligations of comparable
quality, coupon, maturity and type, indications as to value from recognized
dealers, and general market conditions. The pricing services may use electronic
data processing techniques and/or a computerized matrix system to determine
valuations. Debt securities for which market quotations are readily available
are valued based upon those quotations.
The procedures used by the pricing service are reviewed by the officers
of the Trust under the general supervision of the Board of Trustees. The Board
of Trustees may deviate from the valuation provided by the pricing service
whenever, in their judgment, such valuation is not indicative of the fair value
of the security. In such instances the security will be valued at fair value as
determined in good faith by or under the direction of the Board of Trustees.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
----------------------------------------------
The Funds' shares may be purchased at the public offering price, which
is the net asset value next computed, and are sold on a continuous basis through
the Distributor, principal underwriter of the Funds' shares, at its address and
number set forth under the heading "The Distributor", and through other
broker-dealers who are members of the National Association of Securities
Dealers, Inc. and have sales agreements with the Distributor.
The Trust has authorized one or more brokers to accept on its behalf
purchase and redemption orders. Such brokers are authorized to designated other
intermediaries to accept purchase and redemption orders on the Trust's behalf.
The Trust will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order and that orders will be priced at the Fund's Net Asset Value next computed
after they are accepted by an authorized broker or the broker's authorized
designee.
The Funds reserve the right to pay redemptions in kind with portfolio
securities in lieu of cash. In accordance with its election pursuant to Rule
18f-1 under the 1940 Act, the Funds may limit the amount of redemption proceeds
paid in cash. The Funds may, under normal circumstances, limit redemptions in
cash with respect to each shareholder during any ninety-day period to the lesser
of (i) $250,000 or (ii) 1% of the net asset value of the Fund at the beginning
of such period. A shareholder may incur brokerage costs if the securities
received were sold.
The Trust may suspend the right of redemption or postpone the date of
payment for shares during any period when (a) trading on the Exchange is
restricted by applicable rules and regulations of the SEC, (b) the Exchange is
closed for other than customary weekend and holiday closings, (c) the SEC has by
order permitted such suspension, or (d) an emergency exists as a result of which
(i) disposal by the Trust of
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securities owned by it is not reasonably practical or (ii) it is not reasonably
practical for the Trust to determine the fair value of its net assets.
SYSTEMATIC WITHDRAWAL PLAN
- --------------------------
Each Fund offers a Systematic Withdrawal Plan ("SWP") if you wish to
receive regular distributions from your account in that Fund. However, before
you can utilize the SWP, your account in the Fund must have a current value of
$10,000 or more, your dividend and distributions must be automatically
reinvested and your requested distribution must be $100 or more made on a
monthly, quarterly, semi-annual or annual basis.
Your automatic payments under the SWP will either be made by check
mailed to your address as shown on the books of the Transfer Agent or via ACH to
your bank account designated on your Account Application form. An application
form for the SWP may be obtained by calling the Distributor or Transfer Agent at
1-800-332-6459 (1-800-3-FAMILY). You may change or cancel the SWP at any time,
upon written notice to the Transfer Agent at least five days prior to SWP
withdrawal date for which you want such change or cancellation.
Please note that if your redemptions from a Fund exceed your dividends
from that Fund, your invested principal in the account may decrease. Thus
depending on the frequency and amounts of the withdrawals and/or any
fluctuations in the net asset value per share, your original investment could be
exhausted entirely using the SWP.
TAXES
-----
Each Fund intends to qualify as a "regulated investment company" under
the Code for so long as such qualification is in the best interest of that
Fund's shareholders. In order to qualify as a regulated investment company, a
Fund must, among other things: derive at least 90% of its gross income from
dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of securities or foreign currencies, or other
income derived with respect to its business of investing in such stock,
securities, or currencies; and diversify its investments within certain
prescribed limits. In addition, to utilize the tax provisions specially
applicable to regulated investment companies, a Fund must distribute to its
shareholders at least 90% of its investment company taxable income for the year.
In general, a Fund's investment company taxable income will be its taxable
income subject to certain adjustments and excluding the excess of any net
long-term capital gain for the taxable year over the net short-term capital
loss, if any, for such year. If any Fund fails to qualify as a regulated
investment company under the Code, the Fund would be required to pay federal
income taxes like a corporation.
A non-deductible 4% excise tax is imposed on regulated investment
companies that do not distribute in each calendar year (regardless of whether
they otherwise have a non-calendar taxable year) an amount equal to 98% of their
ordinary income for the calendar year plus 98% of their capital gain net income
for the one-year period ending on October 31 of such calendar year. The balance
of such income must be distributed during the next calendar year. If
distributions during a calendar year were less than the required amount, such
Fund would be subject to a non-deductible excise tax equal to 4% of the
deficiency.
Although each Fund expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located, or in which
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<PAGE> 31
it is otherwise deemed to be conducting business, a Fund may be subject to the
tax laws of such states or localities. In addition, if for any taxable year a
Fund does not qualify for the special tax treatment afforded regulated
investment companies, all of its taxable income will be subject to Federal tax
at regular corporate rates (without any deduction for distributions to its
shareholders). In such event, dividend distributions would be taxable to
shareholders to the extent of earnings and profits, and would be eligible for
the dividends received deduction for corporations.
It is expected that each Fund will distribute annually to shareholders
all or substantially all of that Fund's net ordinary income and net realized
capital gains and that such distributed net ordinary income and distributed net
realized capital gains will be taxable income to shareholders for Federal income
tax purposes, even if paid in additional shares of the Fund and not in cash.
Distribution by a Fund of the excess of net long-term capital gain over
net short-term capital loss, if any, is taxable to shareholders as long-term
capital gain in the year in which it is received, regardless of how long the
shareholder has held the shares. Such distributions are not eligible for the
dividends-received deduction.
Federal taxable income of individuals is subject to graduated tax rates
of 15%, 28%, 31%, 36% and 39.6%. Further, the marginal tax rate may be in excess
of 39.6%, because adjustments reduce or eliminate the benefit of the personal
exemption and itemized deductions for individuals with gross income in excess of
certain threshold amounts.
Long-term capital gains of individuals are subject to a maximum tax
rate of 20% (10% for individuals in the 15% ordinary income tax bracket).
Capital losses may be used to offset capital gains. In addition, individuals may
deduct up to $3,000 of net capital loss each year to offset ordinary income.
Excess net capital loss may be carried forward to future years. The holding
period for long-term capital gains is more than one year.
Federal taxable income of corporations in excess of $75,000 up to $10
million is subject to a 34% tax rate; however, because the benefit of lower tax
rates on a corporation's taxable income of less than $75,000 is phased out for
corporations with income in excess of $100,000 but lower than $335,000, a
maximum marginal tax rate of 39% may result. Federal taxable income of
corporations in excess of $10 million is subject to a tax rate of 35%. Further,
a corporation's Federal taxable income in excess of $15 million is subject to an
additional tax equal to 3% of taxable income over $15 million, but not more than
$100,000.
Capital gains of corporations are subject to tax at the same rates
applicable to ordinary income. Capital losses may be used only to offset capital
gains and excess net capital loss may be carried back three years and forward
five years.
Certain corporations are entitled to a 70% dividends received deduction
for distributions from certain domestic corporations. Each Fund will designate
the portion of any distributions which qualify for the 70% dividends received
deduction. The amount so designated may not exceed the amount received by that
Fund for its taxable year that qualifies for the dividends received deduction.
Foreign taxes may be imposed on a Fund by foreign countries with
respect to its income from foreign securities. If less than 50% in value of a
Fund's total assets at the end of its fiscal year are invested in stocks
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<PAGE> 32
or securities of foreign corporations, such Fund will not be entitled under the
Code to pass through to its shareholders their pro-rata share of the foreign
taxes paid by the Fund. These taxes will be taken as a deduction by such Fund.
The INTERNATIONAL EQUITY FUND will invest in equity securities of
foreign issuers. If the Fund purchases shares in certain foreign investment
companies, known as "passive foreign investment companies," it may be subject to
federal income tax on a portion of an "excess distribution" from such passive
foreign investment companies or gain from the disposition of such shares, even
though such income may have to be distributed as a taxable dividend by the Fund
to its shareholders. In addition, certain interest charges may be imposed on the
Fund or its shareholders in respect of unpaid taxes arising from such
distributions or gains. Alternatively, the Fund would be required each year to
include in its income and distribute to shareholders a pro rata portion of the
foreign investment company's income, whether or not distributed to the Fund. The
Fund is permitted to "mark-to-market" any marketable stock held by the Fund in a
passive foreign investment company. If the Fund makes such an election, each
investor in the Fund would include in income in each year an amount equal to its
share of the excess, if any, of the fair market value of the stock in such
passive foreign investment company as of the close of the taxable year over the
adjusted basis of such stock. The investor would be allowed a deduction for its
share of the excess, if any, of the adjusted basis of the stock in such passive
foreign investment company over the fair market value of such stock as of the
close of the taxable year, but only to the extent of any net mark-to-market
gains with respect to the stock included by the investor for prior taxable
years.
It is expected that the INTERNATIONAL EQUITY FUND may be subject to
foreign withholding taxes with respect to income received from sources within
foreign countries. If more than 50% in value of its total assets at the close of
its taxable year consists of securities of foreign corporations, the
INTERNATIONAL EQUITY FUND intends to elect to "pass through" to its investors
the amount of foreign income taxes paid by the Fund, with the result that each
shareholder will (i) include in gross income, even though not actually received,
the pro rata share of the Fund's foreign income taxes, and (ii) either deduct
(in calculating U.S. taxable income) or credit (in calculating U.S. federal
income tax) the pro rata share of the Fund's foreign income taxes. A foreign tax
credit may not exceed the U.S. federal income tax otherwise payable with respect
to the foreign source income. For this purpose, each shareholder must treat as
foreign source gross income (i) his proportionate share of foreign taxes paid by
the Fund and (ii) the portion of any dividend paid by the Fund which represents
income derived from foreign sources; the gain from the sale of securities will
generally be treated as U.S. source income. This foreign tax credit limitation
is, with certain exceptions, applied separately to separate categories of
income; dividends from the Fund will be treated as "passive" or "financial
services" income for this purpose. The effect of this limitation may be to
prevent from claiming as a credit the full amount of their pro rata share of the
Fund's foreign income taxes. In addition, shareholders are not eligible to claim
a foreign tax credit with respect to foreign income taxes paid by the Fund
unless certain holding period requirements are met.
Each Fund may be required by Federal law to withhold and remit to the
U.S. Treasury 31% of taxable dividends, if any, and capital gain distributions
paid to any shareholder, and the proceeds of redemption or the values of any
exchanges of shares of a Fund, if such shareholder (1) fails to furnish the
Trust with a correct tax identification number, (2) under-reports dividend or
interest income, or (3) fails to certify to the Fund that he or she is not
subject to such withholding. An individual's taxpayer identification number is
his or her Social Security Number.
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Information set forth in the Prospectus and this Statement of
Additional Information which relates to Federal taxation is only a summary of
some of the important Federal tax considerations generally affecting purchasers
of shares of a Fund. No attempt has been made to present a detailed explanation
of the Federal income tax treatment of a Fund or its shareholders and this
discussion is not intended as a substitute for careful tax planning.
Accordingly, you are urged to consult your tax adviser with specific reference
to your own tax situation. In addition, the tax discussion in the Prospectus and
this Statement of Additional Information is based on tax laws and regulations
which are in effect on the date of the Prospectus and this Statement of
Additional Information; such laws and regulations may be changed by legislative
or administrative action.
PERFORMANCE INFORMATION
-----------------------
From time to time, each Fund may advertise its yield and total return.
THESE FIGURES WILL BE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO
INDICATE FUTURE PERFORMANCE. No representation can be made regarding future
yields or returns.
The yield of a Fund refers to the annualized income generated by an
investment in the Fund over a specified 30-day period. The "total return" or
"average annual total return" of a Fund reflects the change in the value of an
investment in a Fund over a stated period of time. Total returns and average
annual returns measure both the net investment income from and any realized or
unrealized appreciation or depreciation of a Fund's holdings for a stated period
and assume that the entire investment is redeemed at the end of each period and
the reinvestment of all dividends and capital gain distributions.
The yield of a Fund will be computed by annualizing net investment
income per share for a recent 30-day period and dividing that amount by a
share's maximum offering price (reduced by any undeclared earned income expected
to be paid shortly as a dividend) on the last trading day of that period. Net
investment income will reflect amortization of any market value premium or
discount of fixed income securities (except for obligations backed by mortgages
or other assets) and may include recognition of a pro rata portion of the stated
dividend rate of dividend paying portfolio securities. The yield of a Fund will
vary from time to time depending upon market conditions, the composition of the
Fund's portfolio and operating expenses of the Trust allocated to the Fund.
These factors and possible differences in the methods used in calculating yield
should be considered when comparing a Fund's yield to yields published for other
investment companies and other investment vehicles. Yield should also be
considered relative to changes in the value of a Fund's shares and to the
relative risks associated with the investment objective and policies of such
Fund.
For the 30-day period ended October 31, 1999, the yields for the
EMERGING GROWTH FUND, INTERNATIONAL EQUITY FUND, GROWTH FUND, GROWTH AND INCOME
FUND, and GOVERNMENT SECURITIES FUND were 18.44%, 5.14%, 4.77%, 1.85% and .03%,
respectively.
CALCULATION OF TOTAL RETURN
- ---------------------------
Each quotation of average annual total return will be computed by
finding the average annual compounded rate of return over that period which
would equate the value of an initial amount of $1,000 invested in a Fund equal
to the ending redeemable value, according to the following formula:
P(T + 1)(n) = ERV
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<PAGE> 34
Where: P = a hypothetical initial payment of $1,000, T = average annual
total return, n = number of years, and ERV = ending redeemable value of a
hypothetical $1,000 payment at the beginning of the period at the end of the
period for which average annual total return is being calculated assuming a
complete redemption. The calculation of average annual total return assumes the
deduction of the maximum sales charge, if any, from the initial investment of
$1,000, assumes the reinvestment of all dividends and distributions at the price
stated in the then effective Prospectus on the reinvestment dates during the
period and includes all recurring fees that are charged to all shareholder
accounts assuming such Fund's average account size.
A Fund, however, may also advertise aggregate total return in addition
to or in lieu of average annual total return. Aggregate total return is a
measure of the change in value of an investment in a Fund over the relevant
period and is calculated similarly to average annual total return except that
the result is not annualized.
For the following periods ended October 31, 1999, the average annual
total returns for the Funds were as follows:
=============================== =========== ========== ============
FUND SINCE
---- 1 YEAR 5 YEAR INCEPTION
=============================== =========== ========== ============
EMERGING GROWTH FUND* N/A N/A 618.37%
------------------------------- ----------- ---------- ------------
INTERNATIONAL EQUITY FUND* N/A N/A 6.98%
------------------------------- ----------- ---------- ------------
GROWTH FUND** (9.18)% 8.56% 10.24%
------------------------------- ----------- ---------- ------------
GROWTH AND INCOME FUND** (1.07)% 13.03% 11.64%
------------------------------- ----------- ---------- ------------
GOVERNMENT SECURITIES FUND** (2.09)% 6.77% 4.56%
------------------------------- ----------- ---------- ------------
* Funds commenced operations on July 1, 1999.
** Funds commenced operations on July 1, 1993.
For the period of July 1, 1999 (commencement of operations) through
October 31, 1999, the aggregate total returns for the Emerging Growth Fund and
the International Equity Fund were 93.30% and 2.30%, respectively.
The performance figures above reflect Roulston & Company's voluntary
fee waivers and expense reimbursements. Absent such fee waivers and expense
reimbursements, the yield and total returns of the Funds would have been lower.
At any time in the future, yields and total return may be higher or
lower than past yields and total return and there can be no assurance that any
historical results will continue. Investors in the Funds are specifically
advised that share prices, expressed as the net asset values per share, will
vary just as yields and total return will vary.
PERFORMANCE COMPARISONS
- -----------------------
The performance of a Fund may periodically be compared with that of
other mutual funds or broad groups of comparable mutual funds tracked by mutual
fund rating services (such as Lipper Analytical
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<PAGE> 35
Services, Inc.) and financial and business publications and periodicals. In
addition, a Fund's performance may be compared with unmanaged indices of various
investments for which reliable performance data is available. These may assume
investment of dividends but generally do not reflect deductions for
administrative and management costs. The performance of a Fund may also be
compared in various publications to averages, performance rankings or other
information prepared by recognized mutual fund statistical services. A Fund may
quote Morningstar, Inc., a service that ranks mutual funds on the basis of
risk-adjusted performance, or Ibbotson Associates of Chicago, Illinois, which
provides historical returns of the capital markets in the United States. A Fund
may use the long-term performance of these capital markets to demonstrate
general long-term risk versus reward scenarios and could include the value of a
hypothetical investment in any of the capital markets.
A Fund may also quote financial and business publications and
periodicals, such as SMART MONEY, as they relate to Trust management, investment
philosophy, and investment techniques. A Fund may also quote from time to time
various measures of volatility and benchmark correlations in advertising and may
compare these measures with those of other mutual funds. Measures of volatility
attempt to compare historical share price fluctuations or total returns to a
benchmark while measures of benchmark correlation indicate how valid a
comparative benchmark might be. Measures of volatility and correlation are
calculated using averages of historical data and cannot be calculated precisely.
SHARES OF BENEFICIAL INTEREST
-----------------------------
DESCRIPTION OF SHARES
- ---------------------
The Trust's Declaration of Trust authorizes the Board of Trustees to
issue an unlimited number of shares, which are units of beneficial interest,
without par value. The Trust presently has five series of shares, which
represent interests in the Funds. The Trust's Declaration of Trust authorizes
the Board of Trustees to divide or redivide any unissued shares of the Trust
into one or more additional series by setting or changing in any one or more
respects their respective preferences, conversion or other rights, voting power,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption.
Shares have no subscription or preemptive rights and only such
conversion or exchange rights as the Board of Trustees may grant in its
discretion. When issued for payment as described in the Prospectus and this
Statement of Additional Information, a Fund's shares will be fully paid and
non-assessable. In the event of a liquidation or dissolution of the Trust,
shareholders of a Fund are entitled to receive the assets available for
distribution belonging to that Fund, and a proportionate distribution, based
upon the relative asset values of the respective Fund, of any general assets not
belonging to any particular Fund which are available for distribution. As used
in the Prospectus and in this Statement of Additional Information, "assets
belonging to a Fund" means the consideration received by a Fund upon the
issuance or sale of shares in that Fund, together with all income, earnings,
profits, and proceeds derived from the investment thereof, including any
proceeds from the sale, exchange, or liquidation of such investments, and any
funds or amounts derived from any reinvestment of such proceeds, and any general
asset of the Trust not readily identified as belonging to a particular Fund that
is allocated to the Fund by the Board of Trustees. The Board of Trustees may
allocate such general assets in any manner it deems fair and equitable.
Determinations by the Board of Trustees as to the timing of the allocation of
general liabilities and expenses and as to the timing and allocable portion of
any general assets with respect to the Funds are conclusive.
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<PAGE> 36
VOTING RIGHTS
- -------------
Shareholders are entitled to one vote for each dollar of value invested
and a proportionate fractional vote for any fraction of a dollar invested, and
will vote in the aggregate with other shareholders of the Trust and not by Fund
except as otherwise expressly required by law. However, shareholders of a Fund
will vote as a portfolio, and not in the aggregate with other shareholders of
the Trust, for purposes of approval of amendments to that Fund's investment
advisory agreement or any of that Fund's fundamental policies.
The Trust does not expect to have an annual or special meeting of
shareholders except, under certain circumstances, when the Declaration of Trust,
the 1940 Act or other authority requires such a meeting, such as the election or
removal of trustees or certain amendments to the Declaration of Trust or the
investment advisory agreement.
The Trust has represented to the SEC that the Board of Trustees will
call a special meeting of shareholders for purposes of considering the removal
of one or more trustees upon written request thereof from shareholders holding
not less than 10% of the outstanding votes of the Trust and that the Trust will
assist in communications with other shareholders as required by Section 16(c) of
the 1940 Act. At such meeting, a quorum of shareholders (constituting a majority
of votes attributable to all outstanding shares of the Trust), by majority vote,
has the power to remove one or more trustee.
A "vote of a majority of the outstanding shares" of a Fund means the
affirmative vote, at a meeting of shareholders duly called, of the lesser of (a)
67% or more of the votes of shareholders of that Fund present at a meeting at
which the holders of more than 50% of the votes attributable to shareholders of
record of that Fund are represented in person or by proxy, or (b) the holders of
more than 50% of the outstanding votes of shareholders of that Fund.
Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted to the holders of the outstanding voting securities of an investment
company such as the Trust shall not be deemed to have been effectively acted
upon unless approved by the holders of a majority of the outstanding shares of
each series affected by the matter. For purposes of determining whether the
approval of a majority of the outstanding shares of a series will be required in
connection with a matter, a series will be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical, or that the matter does not affect any interest of the series. Under
Rule 18f-2, the approval of any amendment to the Advisory Agreement or any
change in investment policy submitted to shareholders would be effectively acted
upon with respect to a series only if approved by a majority of the outstanding
shares of such series. However, Rule 18f-2 also provides that the ratification
of independent public accountants, the approval of principal underwriting
contracts, and the election of trustees may be effectively acted upon by
shareholders of the Trust voting without regard to series.
FINANCIAL STATEMENTS
--------------------
The audited financial statements and notes thereto for each Fund,
contained in the Annual Report to Shareholders dated October 31, 1999, are
incorporated by reference into this Statement of Additional Information and have
been audited by McCurdy & Associates CPA's, Inc., whose report also appears in
the Annual Report and is also incorporated by reference herein. No other parts
of the Annual Report are incorporated by reference herein.
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APPENDIX "A"
DESCRIPTIONS OF SECURITIES RATINGS
37
<PAGE> 38
APPENDIX "A"
RATINGS OF SECURITIES
---------------------
COMMERCIAL PAPER RATINGS
------------------------
STANDARD & POOR'S CORPORATION:
Commercial paper ratings of Standard & Poor's Corporation ("S&P") are current
assessments of the likelihood of timely payment of debts having original
maturities of no more than 365 days. Commercial paper rated "A-1" by S&P
indicates that the degree of safety regarding timely payment is either
overwhelming or very strong. Those issues determined to possess overwhelming
safety characteristics are denoted "A-1+." Commercial paper rated "A-2" by S&P
indicates that capacity for timely payment on issues is strong. However, the
relative degree of safety is not as high as for issues designated "A-1."
MOODY'S INVESTORS SERVICE, INC.:
The rating "Prime-1" is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime-1 (or related
supporting institutions) are considered to have a superior capacity for
repayment of short-term promissory obligations. Issuers rated "Prime-2" (or
related supporting institutions) have a strong capacity for repayment of
short-term promissory obligations.
This will normally be evidenced by many of the characteristics of "Prime-1"
rated issuers, but to a lesser degree. Earnings trends and coverage ratios,
while sound, will be more subject to variations. Capitalization characteristics,
while still appropriate, may be more affected by external conditions.
Ample alternative liquidity is maintained.
FITCH IBCA:
Commercial paper rated "F-1" by Fitch IBCA ("Fitch") is regarded as having the
strongest degree of assurance for timely payments. Commercial paper rated "F-2"
by Fitch is regarded as having an assurance of timely payment only slightly less
than the strongest rating, I.E., "F-1." The plus (+) sign is used after a rating
symbol to designate the relative position of an issuer within the rating
category.
CORPORATE DEBT RATINGS
----------------------
STANDARD & POOR'S CORPORATION:
An S&P corporate debt rating is a current assessment of the creditworthiness of
an obligor with respect to a specific obligation. Debt rated "AAA" has the
highest rating assigned by S&P. Capacity to pay interest and repay principal is
extremely strong. Debt rated "AA" has a very strong capacity to pay interest and
to repay principal and differs from the highest rated issues only in small
degree. Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories. Debt
rated "BBB" is regarded as having an adequate capacity to pay interest and repay
principal. Whereas it normally exhibits adequate
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<PAGE> 39
protection parameters, adverse economic conditions or changing circumstances are
more likely to lead to a weakened capacity to pay interest and repay principal
for debt in this category than in higher rated categories. Debt rated "BB" and
"B" is regarded as having predominantly speculative characteristics with respect
to capacity to pay interest and repay principal. "BB" indicates the least degree
of speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major exposures
to adverse conditions. Debt rated "BB" has less near-term vulnerability to
default than other speculative issues. However, it faces major ongoing
uncertainties or exposure to adverse business, financial, or economic conditions
which could lead to inadequate capacity to meet timely interest and principal
payments. The "BB" rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied "BBB" rating. Debt rated "B" has a
greater vulnerability to default but currently has the capacity to meet interest
payments and principal repayments. Adverse business, financial or economic
conditions will likely impair capacity or willingness to pay interest and repay
principal. The "B" rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied "BB" or "BB-" rating.
MOODY'S INVESTORS SERVICE, INC.:
The following summarizes the six highest ratings used by Moody's for corporate
debt. Bonds that are rated "Aaa" by Moody's are judged to be of the best
quality. They carry the smallest degree of investment risk and are generally
referred to as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues. Bonds
that are rated "Aa" are judged to be of high quality by all standards. Together
with the "Aaa" group, they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in "Aaa" securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in "Aaa" securities. Bonds that
are rated "A" by Moody's possess many favorable investment attributes and are to
be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future. Bonds that
are rated "Baa" by Moody's are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well. Bonds that are rated "Ba" are
judged to have speculative elements; their future cannot be considered as well
assured. Often the protection of interest and principal payments may be very
moderate and thereby not well safeguarded during both good and bad times over
the future. Uncertainty of position characterizes bonds in this class. Bonds
which are rated "B" generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small. Moody's applies
numerical modifiers (1, 2, and 3) with respect to bonds rated "Aa" through "B."
The modifier 1 indicates that the bond being rated ranks in the higher end of
its generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the bond ranks in the lower end of its generic
rating category.
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<PAGE> 40
DUFF & PHELPS, INC.:
The following summarizes the six highest long-term debt ratings by Duff &
Phelps, Inc. ("Duff"). Debt rated "AAA" has the highest credit quality. The risk
factors are negligible being only slightly more than for risk-free U.S. Treasury
debt. Debt rated "AA" has a high credit quality and protection factors are
strong. Risk is modest but may vary slightly from time to time because of
economic conditions. Debt rated "A" has protection factors that are average but
adequate. However, risk factors are more variable and greater in periods of
economic stress. Debt rated "BBB" has below average protection factors but is
still considered sufficient for prudent investment. However, there is
considerable variability in risk during economic cycles. Debt rated "BB" is
below investment-grade but deemed likely to meet obligations when due. Present
or prospective financial protection factors fluctuate according to industry
conditions or company fortunes. Overall quality may move up or down frequently
within this category. Debt rated "B" is below investment-grade and possesses
risk that obligations will not be met when due. Financial protection factors
will fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade. To provide more detailed
indications of credit quality, the ratings from "AA" to "B" may be modified by
the addition of a plus (+) or minus (-) sign to show relative standing within
this major rating category.
FITCH IBCA:
The following summarizes the six highest long-term debt ratings by Fitch
IBCA(except for "AAA" ratings, plus(+) or minus (-) signs are used with a rating
symbol to indicate the relative position of the credit within the rating
category). Bonds rated "AAA" are considered to be investment-grade and of the
highest credit quality. The obligor has an exceptionally strong ability to pay
interest and repay principal, which is unlikely to be affected by reasonably
foreseeable events. Bonds rated "AA" are considered to be investment-grade and
of very high credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds rated "AAA."
Because bonds rated in the "AAA" and "AA" categories are not significantly
vulnerable to foreseeable future developments, short-term debt of these issues
is generally rated "F-1+." Bonds rated as "A" are considered to be
investment-grade and of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and circumstances than
bonds with higher ratings. Bonds rated "BBB" are considered to be
investment-grade and of satisfactory credit quality. The obligor's ability to
pay interest and repay principal is considered to be adequate. Adverse changes
in economic conditions and circumstances, however, are more likely to have
adverse impact on these bonds, and therefore, impair timely payment. The
likelihood that the ratings for these bonds will fall below investment-grade is
higher than for bonds with higher ratings. Bonds rated "BBB" are considered
speculative. The obligor's ability to pay interest and repay principal may be
affected over time by adverse economic changes. However, business and financial
alternatives can be identified which could assist the obligor in satisfying its
debt service requirements. Bonds rated "B" are considered highly speculative.
While bonds in this class are currently meeting debt service requirements, the
probability of continued timely payment of principal and interest reflects the
obligor's limited margin of safety and the need for reasonable business and
economic activity throughout the life of the issue.
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<PAGE> 41
THOMPSON BANKWATCH, INC.:
The following summarizes the six highest long-term debt ratings by Thompson
BankWatch, Inc. ("Thompson"). "AAA" is the highest category and indicates that
the ability to repay principal and interest on a timely basis is very high. "AA"
is the second highest category and indicates a superior ability to repay
principal and interest on a timely basis with limited incremental risk versus
issues rated in the highest category. "A" is the third highest category and
indicates the ability to repay principal and interest is strong. Issues rated
"A" could be more vulnerable to adverse developments (both internal and
external) than obligations with higher ratings. "BBB" is the lowest
investment-grade category and indicates an acceptable capacity to repay
principal and interest. Issues rated "BBB" are, however, more vulnerable to
adverse developments (both internal and external) than obligations with higher
ratings. While not investment-grade, the "BB" rating suggests that the
likelihood of default is considerably less than for lower-rated issues. However,
there are significant uncertainties that could affect the ability to adequately
service debt obligations. Issuer rated "B" show a higher degree of uncertainty
and therefore greater likelihood of default that higher rated issuers. Adverse
developments could well negatively affect the payment of interest and principal
on a timely basis. Thomson may include a plus (+) or minus (-) designation to
indicate where within the respective category the issue is placed.
41
